EXHIBIT 99.7
MEDIA LOGIC, INC.
AND
ADAR EQUITIES LLC
WARRANT AGREEMENT
Dated as of March 25, 1997
WARRANT AGREEMENT, dated as of March 25, 1997 by and between MEDIA LOGIC,
INC., a Massachusetts corporation (the "Company"), and ADAR EQUITIES LLC (the
"ADAR").
The Company proposes to issue to ADAR 900,000 warrants as hereinafter
described (the "Warrants") to purchase shares (the "Shares") of common stock
of the Company, $.01 par value per share ("Common Stock"), each Warrant
entitling the holder ("Holder") thereof to purchase one share of Common Stock.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. Issuance of Warrants; Form of Warrant. On March 24, 1997, the Company
shall issue, sell and deliver the Warrants to ADAR or its bona fide officers,
principals or affiliates. The form of the Warrant and of the form of Election
to Purchase to be attached thereto shall be substantially as set forth on
Exhibit A attached hereto. The Warrants shall be executed on behalf of the
Company by the manual or facsimile signature of the present or any future
Chairman or Co-Chairman, President or any Vice President of the Company,
under its corporate seal, affixed or in facsimile, and attested by the manual
or facsimile signature of the present or any future Secretary or Assistant
Secretary of the Company.
2. Registration. The Warrants shall be numbered and shall be registered
in a Warrant register (the "Warrant Register"). The Company shall be entitled
to treat the registered holder of any Warrant on the Warrant Register as the
owner in fact thereof for all purposes and shall not be bound to recognize
any equitable or other claim to or interest in such Warrant on the part of
any other person, and shall not be liable for any registration or transfer of
Warrants which are registered or are to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with the actual knowledge
that a fiduciary or nominee is committing a breach of trust in requesting
such registration or transfer, or with such knowledge of such facts that its
participation therein amounts to bad faith. The Warrants shall be registered
initially in the name of ADAR Equities LLC in such denominations are ADAR may
request in writing to the Company; provided, however, that ADAR may designate
that all or a portion of the Warrants be issued in varying amounts directly
to its bona fide officers or principals and not to itself. Such designation
will only be made by ADAR if it determines that such issuances would not
violate the interpretation of the Board of Governors of the National
Association of Securities Dealers, Inc. (the "NASD"), relating to the review
of corporate financing arrangements.
3. Transfer of Warrants. The Holder of a Warrant Certificate, by its
acceptance thereof, acknowledges that the Warrants are "restricted
securities" which have not been registered under the Securities Act of 1933,
as amended (the "Securities Act"), and represents that the Warrants are being
acquired as an investment and not with a view to the distribution thereof and
will not transfer such Warrants, except to bona fide officers, directors,
shareholders, principals, employees or registered representatives of the
Holder upon written request to the Company delivered in accordance with
Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed
by the Holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. In all cases of transfer by an attorney, the original power of
attorney, duly approved, or an official copy thereof, duly certified, shall
be deposited with the Company. In case of transfer by executors,
administrators, guardians or other legal representatives, duly authenticated
evidence of their authority shall be produced, and may be required to be
deposited with the Company in its discretion. Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants to the persons
entitled thereto. The Warrants may be exchanged at the option of the Holder
thereof for other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of shares
of Common Stock upon surrender to the Company or its duly authorized agent.
The Company may require payment of a sum sufficient to cover all taxes and
other governmental charges that may be imposed in connection with any
voluntary transfer, exchange or other disposition of the Warrants.
Notwithstanding the foregoing, the Company shall have no obligation to cause
Warrants to be transferred on its books to any person, if such transfer would
violate the Securities Act or applicable state securities laws.
4. Exercise of Warrants; Term of Warrants.
(a) Exercise of Warrants. Each Warrant entitles the registered owner
thereof to purchase one Share at a purchase price equal to $3.00 (the
"Exercise Price"). Subject to the provisions of this Agreement, each Holder
shall have the right, which may be exercised as set forth in such Warrants,
to purchase from the Company (and the Company shall issue and sell to such
Holder) the number of fully paid and nonassessable shares (rounded up to
the nearest full share) specified in such Warrants, upon surrender to the
Company, or its duly authorized agent, of such Warrants, with the form of
Election to Purchase attached thereto duly completed and signed, with
signatures guaranteed by a member firm of a national securities exchange, a
commercial bank (not a savings
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bank or savings and loan association) or trust company located in the
United States or a member of the NASD and upon payment to the Company of
the Exercise Price for the number of Shares in respect of which such
Warrants are then exercised. Payment of such Exercise Price may be made in
cash or by certified check or official bank check payable to the order of
the Company. No adjustment shall be made for any dividends on any Shares
issuable upon exercise of a Warrant. Upon each surrender of Warrants and
payment of the Exercise Price as aforesaid, the Company shall issue and
cause to be delivered with all reasonable dispatch to or upon the written
order of the Holder of such Warrants and in such name or names as such
holder may designate, a certificate or certificates for the number of full
Shares so purchased upon the exercise of such Warrants. Such certificate or
certificates shall be deemed to have been issued and any person so
designated to be named therein shall be deemed to have become a holder of
record of such Shares as of the date of the surrender of Warrants and
payment of the Exercise Price as aforesaid; provided, however, that if, at
the date of surrender of Warrants and payment of such Exercise Price, the
transfer books for the Common Stock or other class of securities issuable
upon the exercise of such Warrants shall be closed, the certificates for
the Shares shall be issuable as of the date on which such books shall next
be opened and until such date the Company shall next be opened and until
such date the Company shall be under no duty to deliver any certificate for
such Shares; provided, further, however, that the transfer books of record,
unless otherwise required by law, shall not be closed at any one time for a
period longer than twenty (20) days. The rights of purchase represented by
the Warrants shall be exercisable, at the election of the Holder(s)
thereof, either in full or from time to time in part and, in the event that
any Warrant is exercised in respect of less than all of the Shares issuable
upon such exercise, a new Warrant or Warrants will be issued for the
remaining number of Shares specified in the Warrant so surrendered.
(b) Term of Warrants. The Warrants granted pursuant to this Agreement
shall be exercisable from September 24, 1997 to March 24, 2002.
5. Payment of Taxes. The Company will pay all documentary stamp taxes, if
any, attributable to the issuance of Shares upon the exercise of Warrants;
provided, however, that the Company shall not be required to pay any tax or
taxes which may be payable in respect of any transfer involved in the issue
or delivery of any certificates for Shares in a name other than that
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of the Holder of Warrants in respect of which such Shares are issued.
6. Mutilated or Missing Warrants. In case any of the Warrants shall
be mutilated, lost, stolen or destroyed, the Company shall issue and deliver
in exchange and substitution for and upon cancellation of the mutilated
Warrant, or in lieu of and substitution for the Warrant lost, stolen or
destroyed, a new Warrant of like tenor and representing an equivalent right
or interest, but only upon receipt of evidence reasonably satisfactory to the
Company of such mutilation, loss, theft or destruction of such Warrant and
indemnity, if requested, reasonably satisfactory to the Company. An applicant
for such substitute Warrants shall also comply with such other reasonable
regulations and pay such other reasonable charges and expenses as the Company
may prescribe.
7. Reservation of Shares, etc. There have been reserved, and the
Company shall at all times keep reserved, out of the authorized and unissued
Common Stock of the Company, a number of shares of Common Stock sufficient to
provide for the exercise of the rights of purchase represented by the
outstanding Warrants. American Stock Transfer & Trust Co., transfer agent for
the Common Stock (the "Transfer Agent"), and every subsequent transfer agent,
if any, for the Company's securities issuable upon the exercise of the
Warrants will be irrevocably authorized and directed at all times to reserve
such number of authorized and unissued shares as shall be required for such
purpose. The Company will keep a copy of this Agreement on file with the
Transfer Agent and with every subsequent transfer agent for any shares of the
Company's securities issuable upon the exercise of the Warrants. The Company
will supply the Transfer Agent or any subsequent transfer agent with duly
executed certificates for such purpose. All Warrants surrendered in the
exercise of the rights thereby evidenced shall be canceled, and such canceled
Warrants shall constitute sufficient evidence of the number of Shares that
have been issued upon the exercise of such Warrants.
8. Reserved.
9. Reserved.
10. Registration Rights.
(a) Demand Registration Rights. The Company covenants and agrees
with ADAR and any other or subsequent Holders of the Registrable Securities
(as defined in paragraph (f) of this Section 10) that, subject to the
availability of audited financial statements which would comply with
Regulation S-X under the Securities Act, upon written request of the then
Holder(s) of at least a majority of the Warrants or the Registrable
Securities, or both, which were originally issued to ADAR or its
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designees, made at any time within the period commencing one year and ending
five years after the Closing Date, the Company will file as promptly as
practicable and, in any event, within 60 days after receipt of such written
request, at its expense (other than the fees of counsel and sales commissions
for such Holders), no more than once, a post-effective amendment (the
"Amendment") to a registration statement, or a new registration statement
which shall be on Form S-3 if the Company is then eligible to use Form S-3,
or a Regulation A Offering Statement (an "Offering Statement") under the
Securities Act, registering or qualifying the Registrable Securities for
sale. Within fifteen (15) days after receiving any such notice, the Company
shall give notice to the other Holders of the Registrable Securities advising
that the Company is proceeding with such Amendment, registration statement or
Offering Statement and offering to include therein the Registrable Securities
of such Holders. The Company shall not be obligated to any such other Holder
unless such other Holder shall accept such offer by notice in writing to the
Company within ten (10) days thereafter. The Company will use its best
efforts, through its officers, directors, auditors and counsel in all matters
necessary or advisable, to file and cause to become effective such Amendment,
registration statement or Offering Statement as promptly as practicable and
for a period of nine months thereafter to reflect in the Amendment,
registration statement or Offering Statement financial statements which are
prepared in accordance with Section 10(a)(3) of the Securities Act and any
facts or events arising that, individually, or in the aggregate, represent a
fundamental and/or material change in the information set forth in the
Amendment, registration statement or Offering Statement to enable any Holders
of the Warrants to either sell such Warrants or to exercise such Warrants and
sell Shares, or to enable any holders of Shares to sell such Shares, during
said nine-month period. If any registration pursuant to this paragraph (a) is
an underwritten offering, the Holders of a majority of the Registrable
Securities to be included in such registration shall be entitled to select
the underwriter or managing underwriter (in the case of a syndicated
offering) of such offering, subject to the Company's approval which shall not
be unreasonably withheld.
(b) Piggyback Registration Rights. The Company covenants and agrees
with ADAR and any other Holders or subsequent Holders of the Registrable
Securities that if, at any time within the period commencing one year and
ending five years after the Closing Date, it proposes to file a registration
statement or Offering Statement with respect to any class of equity or
equity-related security (other than in connection with an offering to the
Company's employees or in connection with an acquisition, merger or similar
transaction) under the Securities Act in a primary registration on behalf of
the Company and/or in a secondary registration on behalf of holders of such
securities and the registration form or Offering Statement to be used may be
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used for registration of the Registrable Securities, the Company will give
prompt written notice (which, in the case of a registration statement or
notification pursuant to the exercise of demand registration rights other
than those provided in Section 10(a) of this Agreement, shall be within ten
(10) business days after the Company's receipt of notice of such exercise
and, in any event, shall be at least 30 days prior to such filing) to the
Holders of Registrable Securities (regardless of whether some of the Holders
shall have theretofore availed themselves of the right provided in Section
10(a) of this Agreement) at the addresses appearing on the records of the
Company of its intention to file a registration statement or Offering
Statement and will offer to include in such registration statement or
Offering Statement all but not less than 40% of the Registrable Securities
and limited, in the case of a Regulation A offering, to the amount of the
available exemption, subject to paragraphs (i) and (ii) of this paragraph
(b), such number of Registrable Securities with respect to which the Company
has received written requests for inclusion therein within ten (10) days
after the giving of notice by the Company. All registrations requested
pursuant to this paragraph (b) are referred to herein as "Piggyback
Registrations". All Piggyback Registrations pursuant to this paragraph (b)
will be made solely at the Company's expense. This paragraph is not
applicable to a registration statement filed by the Company with the
Commission on Forms S-4 or S-8 or any successor forms.
(i) Priority on Primary Registrations. If a Piggyback
Registration includes an underwritten primary registration on behalf of such
Company and the underwriter(s) for such offering determines in good faith
and advises the Company in writing that in its/their opinion the number of
Registrable Securities requested to be included in such registration exceeds
the number that can be sold in such offering without materially adversely
affecting the distribution of such securities by the Company, the Company
will include in such registration (a) first, such number of securities that
the Company proposes to sell such that 40% of the Registrable Securities
requested to be included in such registration are included in the
registration and (b) second, securities of the holders of other securities
requesting registration.
(ii) Priority on Secondary Registrations. If a Piggyback
Registration consists only of an underwritten secondary registration on
behalf of holders of securities of the Company (other than pursuant to
Section 10(a)), and the underwriter(s) for such offering advises the Company
in writing that in its/their opinion the number of Registrable Securities
requested to be included in such registration
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exceeds the number which can be sold in such offering without materially
adversely affecting the distribution of such securities by the Company, the
Company will include in such registration (A) first, the securities
requested to be included therein by the holders requesting such
registration and the Registrable Securities requested to be included in
such registration, pro rata among all such holders on the basis of the
number of shares requested to be included by each such holder, provided,
however, the Company will use its best efforts to include not less than 40%
of the Registrable Securities, and (B) second, other securities requested
to be included in such registration.
Notwithstanding the foregoing, if any such underwriter shall
determine in good faith and advise the Company in writing that the
distribution of the Registrable Securities requested to be included in the
registration concurrently with the securities being registered by the Company
would materially adversely affect the distribution of such securities by the
Company, then the Holders of such Registrable Securities shall delay their
offering and sale for such period ending on the earliest of (1) 90 days
following the effective date of the Company's registration statement, (2) the
day upon which the underwriting syndicate, if any, for such offering shall
have been disbanded or, (3) such date as the Company, managing underwriter
and Holders of Registrable Securities shall otherwise agree. In the event of
such delay, the Company shall file such supplements, post-effective
amendments and take any such other steps as may be necessary to permit such
Holders to make their proposed offering and sale for a period of 120 days
immediately following the end of such period of delay. If any part
disapproves of the terms of any such underwriting, it may elect to withdraw
therefrom by written notice to the Company, the underwriter, and ADAR.
Notwithstanding the foregoing, the Company shall not be required to file a
registration statement to include Shares pursuant to Sections 10(a) or 10(b)
if independent counsel, reasonably satisfactory to counsel for the Company
and counsel for ADAR, renders an opinion to the Company that the Shares
proposed to be disposed of may be transferred pursuant to the provisions of
Rule 144 under the Securities Act or otherwise without registration under the
Securities Act.
(c) Other Registration Rights. In addition to the rights above
provided, the Company will cooperate with the then Holders of the Registrable
Securities in preparing and signing any registration statement or Offering
Statement, in addition to the registration statements and Offering Statements
discussed above, required in order to sell or transfer the Registrable
Securities and will supply all information required therefor, but such
additional registration statement or Offering Statement, shall be at the then
Holders' cost and expense; provided, however, that if the Company elects to
register or qualify
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additional shares of Common Stock, the cost and expense of such registration
statement or Offering Statement will be pro rated between the Company and the
Holders of the Registrable Securities according to the aggregate sales price
of the securities being issued. Notwithstanding the foregoing, the Company
will not be required to file a registration statement or Offering Statement
pursuant to this paragraph (c), (i) at a time when the audited financial
statements required to be included therein are not available, which time
shall be limited to the period commencing 45 days after the end of the
Company's last fiscal year and ending 90 days after the end of such fiscal
year, (ii) within 90 days after completion of a public offering by the
Company of any of its Common Stock or equity-related securities or (iii) if
it would adversely impact the Company in its capital raising plans or
otherwise (in which latter case filing may be delayed no longer than 120
days).
(d) Action to be Taken by the Company. In connection with the
registration of Registrable Securities in accordance with paragraphs (a), (b)
or (c) of this Section 10, the Company agrees to:
(i) Bear the expense of any registration or qualification under
paragraphs (a) or (b) of this Section 10, including, but not limited to,
legal, accounting and printing fees; provided, however, that in no event
shall the Company be obligated to pay (A) any fees and disbursements of
special counsel for Holders of Registrable Securities, or (B) any
underwriters' discount or commission in respect of such Registrable
Securities, (C) any stock transfer taxes attributable to the sale of the
Registrable Securities, or (D) upon the exercise of any demand
registration right provided for in paragraph (a) of this Section 10, the
cost of any liability or similar insurance required by an underwriter,
to the extent that such costs are attributable solely to the offering of
such Registrable Securities, payment of which shall, in each case, be
the sole responsibility of the Holders of the Registrable Securities.
(ii) Use its best efforts to register or qualify the Registrable
Securities for offer or sale under state securities or Blue Sky laws of
such jurisdictions in which ADAR or such Holders shall reasonably
request, provided, however, that no qualification shall be required in
any jurisdiction where, as a result thereof, the Company would be
subject to service of general process or to taxation as a foreign
corporation doing business in such jurisdiction to which it is not then
subject, and to do any and all other acts and things which may be
necessary or advisable to enable the holders to consummate the proposed
sale, transfer
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or other disposition of such securities in any jurisdiction; and
(iii) Enter into a cross-indemnity agreement, in customary form,
with each underwriter, if any, and each holder of securities included in
such Amendment, registration statement or Offering Statement.
(e) Action to be Taken by the Holders. In connection with the
registration of Registrable Securities in accordance with paragraphs (a), (b)
or (c) of this Section 10, the Company's obligation shall be conditioned as
to each such public offering upon a timely receipt by the Company in writing
of:
(i) Information as to the terms of such public offering furnished
by or on behalf of each Holder intending to make a public offering of
his, her or its Registrable Securities; and
(ii) Such other information as the Company may reasonably require
from such Holders, or any underwriter for any of them, for inclusion in
such registration statement or Notification on Form 1-A.
(f) For purposes of this Section 10, (i) the term "Holder" shall include
holders of Shares, and (ii) the term "Registrable Securities" shall mean the
Shares, if issued.
11. Notices to Holders.
(a) Nothing contained in this Agreement or in any of the Warrants shall
be construed as conferring upon the Holders thereof the right to vote or to
receive dividends or to consent or to receive notice as shareholders in
respect of the meetings of shareholders or the election of directors of the
Company or any other matter, or any rights whatsoever as shareholders of the
Company; provided, however, that in the event that a meeting of shareholders
shall be called to consider and take action on a proposal for the voluntary
dissolution of the Company, other than in connection with a consolidation,
merger or sale of all, or substantially all, of its property, assets,
business and good will as an entirety, then and in that event the Company
shall cause a notice thereof to be sent by first-class mail, postage prepaid,
at least twenty (20) days prior to the date fixed as a record date or the
date of closing the transfer books in relation to such meeting, to each
registered Holder of Warrants at such Holder's address appearing on the
Warrant Register; but failure to mail or to receive such notice or any defect
therein or in the mailing thereof shall not affect the validity of any action
taken in connection with such voluntary dissolution.
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(b) In the event the Company intends to make any distribution on its
Common Stock (or other securities which may be issuable in lieu thereof upon
the exercise of Warrants), including, without limitation, any such
distribution to be made in connection with a consolidation or merger in which
the Company is the continuing corporation, or to issue subscription rights or
warrants to holders of its Common Stock, the Company shall cause a notice of
its intention to make such distribution to be sent by first-class mail,
postage prepaid, at least twenty (20) days prior to the date fixed as a
record date or the date of closing the transfer books in relation to such
distribution, to each registered Holder of Warrants at such Holder's address
appearing on the Warrant Register, but failure to mail or to receive such
notice or any defect therein or in the mailing thereof shall not affect the
validity of any action taken in connection with such distribution.
12. Notices. Any notice pursuant to this Agreement to be given or made
by the Holder of any Warrant and/or the holder of any Share to or on the
Company shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed as follows or to such other address as the Company
may designate by notice given in accordance with this Section 12, to the
Holders of Warrants and/or the holders of Shares:
MEDIA LOGIC, INC.
310 South Street
Plainville, MA 02762
Attention: Chief Financial Officer
Notices or demands authorized by this Agreement to be given or made by
the Company to or on the Holder of any Warrant and/or the holder of any Share
shall be sufficiently given or made (except as otherwise provided in this
Agreement) if sent by first-class mail, postage prepaid, addressed to such
Holder or such holder of Shares at the address of such Holder or such holder
of Shares as shown on the Warrant Register or the books of the Company, as
the case may be.
13. Governing Law. This Agreement and each Warrant issued hereunder
shall be governed by and construed in accordance with the substantive laws of
the State of New York. The Company hereby agrees to accept service of process
by notice given to it pursuant to the provisions of Section 12.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original;
but such counterparts together shall constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day, month and year first above written.
MEDIA LOGIC, INC.
By: /s/ William E. Davis, Jr.
-------------------------------
Name: William E. Davis, Jr.
Title: Chief Executive Officer
ADAR EQUITIES LLC
By: /s/ (Illegible)
--------------------------------
Name:
Title:
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EXHIBIT A
No.______ 900,000 Warrants
MEDIA LOGIC, INC.
Warrant Certificate
THIS CERTIFIES THAT for value received ADAR Equities LLC, or registered
assigns, is the owner of the number of Warrants set forth above, each of
which entitles the owner thereof to purchase one fully paid and nonassessable
share of common stock, $.001 par value (the "Common Stock"), of MEDIA LOGIC,
INC., a Massachusetts corporation (the "Company"), at the purchase price
equal to the Exercise Price, as defined in the Warrant Agreement, dated as of
March 25, 1997 (the "Warrant Agreement"), between the Company and ADAR
Equities LLC, upon presentation and surrender of this Warrant Certificate
with the Form of Election to Purchase duly executed. The number of Warrants
evidenced by this Warrant Certificate (and the number of shares which may be
purchased upon exercise thereof, rounded up to the nearest full share) set
forth above, and the Exercise Price per share set forth above, are the number
and Exercise Price as of the date of original issuance of the Warrants, based
on the shares of Common Stock of the Company as constituted at such date.
This Warrant Certificate is subject to, and entitled to the benefits of,
all of the terms, provisions and conditions of the Warrant Agreement, which
Warrant Agreement is hereby incorporated herein by reference and made a part
hereof and to which Warrant Agreement reference is hereby made for a full
description of the rights, limitations of rights, duties and immunities
hereunder of the Company and the holders of the Warrant Certificates. Copies
of the Warrant Agreement are on file at the principal office of the Company.
This Warrant Certificate, with or without other Warrant Certificates,
upon surrender at the principal office of the Company, may be exchanged for
another Warrant Certificate or Warrant Certificates of like tenor and date
evidencing Warrants entitling the holder to purchase a like aggregate number
of shares of Common Stock as the Warrants evidenced by the Warrant
Certificate or Warrant Certificates surrendered entitled such holder to
purchase. If this Warrant Certificate shall be exercised in part, the holder
hereof shall be entitled to receive upon surrender hereof another Warrant
Certificate or Warrant Certificates for the number of whole Warrants not
exercised.
No holder of this Warrant Certificate shall be entitled to vote, receive
dividends, subscription rights or be deemed the holder of Common Stock or any
other securities of the Company which may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained in the Warrant
Agreement or
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herein be construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote for the election
of directors or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action (whether upon
any recapitalization, issue of stock, reclassification of stock, change of
par value or change of stock to no par value, consolidation, merger,
conveyance, or otherwise) or, except as provided in the Warrant Agreement, to
receive notice of meetings, until the Warrant or Warrants evidenced by this
Warrant Certificate shall have been exercised and the Shares shall have
become deliverable as provided in the Warrant Agreement.
If this Warrant shall be surrendered for exercise within any period
during which the transfer books for the Company's Common Stock or other class
of stock purchasable upon the exercise of this Warrant are closed for any
purpose, the Company shall not be required to make delivery of certificates
for shares purchasable upon such exercise until the date of the reopening of
said transfer books, provided, however, that such books shall not be closed
for longer than a 20-day period.
IN WITNESS WHEREOF, THE COMPANY has caused the signature (or facsimile
signature) of its President and its Secretary or Assistant Secretary to be
printed hereon and its corporate seal (or facsimile) to be printed hereon.
Dated: March 25, 1997
MEDIA LOGIC, INC.
By: /s/ William E. Davis, Jr.
------------------------------
Name: William E. Davis, Jr.
Title: Chief Executive Officer
Attest:
By: /s/
----------------------------
Name:
Title:
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FORM OF
ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer
the Warrant Certificates.)
FOR VALUE RECEIVED _____________________ hereby sells, assigns and
transfers unto this Warrant Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
______________________, to transfer the within Warrant Certificate on the
books of the within-named Company, with full power of substitution.
Dated: ________________________, _______
___________________________________
Signature
Signature Guaranteed:
NOTICE
The signature of the foregoing Assignment must correspond to the name as
written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever.
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FORM OF
ELECTION TO PURCHASE
(To be executed if holder desires to exercise the Warrant Certificate).
TO: MEDIA LOGIC, INC.
CC: ROCHON CAPITAL GROUP, LTD.
1000 Fourth Street, Suite 775
San Rafael, California 94901
Attn: Phillip Neiman
Fax: (415) 459-6555
The undersigned hereby irrevocably elects to exercise Warrants
represented by this Warrant Certificate to purchase _____ shares of Common
Stock issuable upon the exercise of such Warrants and requests that
certificates for such shares be issued in the name of:
(Please insert social security, tax identification or other
identifying number)
_____________________________
_____________________________
_____________________________
(Please print name and address)
If such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, a new Warrant Certificate for the balance remaining of
such Warrants shall be registered in the name of and delivered to:
Please insert social security, tax identification or other identifying number
_____________________________
_____________________________
_____________________________
(Please print name and address)
Dated: ________________________, _______
___________________________________
Signature
(Signature must conform in all respects
to name of holder as specified on the
face of this Warrant Certificate)
Signature Guaranteed:
-1-