Exhibit 99.4
THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE
SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED
IN SAID LAWS. THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY NOT BE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH WARRANTS
AND THE SHARES UNDERLYING SUCH WARRANTS SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, (2) SUCH WARRANTS ARE TRANSFERRED PURSUANT TO RULE
144, OR ANY SUCCESSOR RULE, UNDER SUCH ACT OR (3) MEDIA LOGIC, INC. SHALL
HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO
VIOLATION OF SUCH ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER.
WARRANT NO. WX-2
WARRANT
TO PURCHASE SHARES OF COMMON STOCK,
PAR VALUE $0.01 PER SHARE,
OF
MEDIA LOGIC, INC.
THIS IS TO CERTIFY THAT IMPRIMIS SB L.P., or such holder's registered
assigns (the "Investor"), is the owner of 666,667 Warrants (as defined
below), each of which entitles the registered holder thereof to purchase from
MEDIA LOGIC, INC., a Massachusetts corporation (the "Company"), one fully
paid, duly authorized and nonassessable share of Common Stock, par value
$0.01 per share, of the Company (the "Common Stock"), at any time or from
time to time on or before 5:00 p.m., New York City time, on December 29,
2002, at an exercise price of $3.00 per share (the "Exercise Price"), all on
the terms and subject to the conditions hereinafter set forth.
The number of shares of Common Stock issuable upon exercise of each such
Warrant (the "Number Issuable"), which is initially one (1) share, is subject
to adjustment from time to time pursuant to the provisions of Section 2 of
this Warrant Certificate. The Warrants evidenced by this certificate are
part of a series of Warrants
being issued by the Company on the Issue Date (the "Warrants"). The
execution and delivery of this Warrant Certificate is a condition precedent
to the obligations of the Investor under the Securities Purchase Agreement,
dated as of December 22, 1997, between the Investor and the Company (the
"Securities Purchase Agreement").
Capitalized terms used herein but not otherwise defined shall have the
meanings given them in Section 12 hereof.
Section 1. Exercise of Warrant. (a) The Warrants evidenced hereby may
be exercised, in whole or in part, by the registered holder hereof at any
time or from time to time on or before 5:00 p.m., New York City time, on
December 29, 2002, upon delivery to the Company at the principal executive
office of the Company in the United States of America, of (i) this Warrant
Certificate, (ii) a written notice, in the form annexed hereto and entitled
"Election To Purchase" and (iii) payment of the Exercise Price for the shares
of Common Stock issuable upon exercise of such Warrants, which shall be
payable by a certified or official bank check payable to the order of the
Company (collectively, the "Warrant Exercise Documentation").
(b) As promptly as practicable, and in any event within five (5)
Business Days after receipt of the Warrant Exercise Documentation, the
Company shall deliver or cause to be delivered (a) certificates representing
the number (rounded up to the nearest full share) of validly issued, fully
paid and nonassessable shares of Common Stock specified in the Warrant
Exercise Documentation, and (b) if less than the full number of Warrants
evidenced hereby are being exercised, a new Warrant Certificate or
Certificates, of like tenor, for the number of Warrants evidenced by this
Warrant Certificate, less the number of Warrants then being exercised. Such
exercise shall be deemed to have been made at the close of business on the
date of delivery of the Warrant Exercise Documentation so that the Person
entitled to receive shares of Common Stock upon such exercise shall be
treated for all purposes as having become the record holder of such shares of
Common Stock at such time. No such surrender shall be effective to
constitute the Person entitled to receive such shares as the record holder
thereof while the transfer books of the Company for the Common Stock are
closed for any purpose (but not for any period in excess of five days); but
any such surrender of this Warrant Certificate for exercise during any period
while such books are so closed shall become effective for exercise
immediately upon the reopening of such books, as if the exercise had been
made on the date the Warrant Exercise Documentation was received and for the
Number Issuable of Common Stock specified in the Warrant Exercise
Documentation and at the Exercise Price.
(c) The Company shall pay all expenses in connection with, and all
taxes and other governmental charges (other than income taxes of the holder)
that may be imposed in respect of, the issue or delivery of any shares of
Common Stock issuable upon the exercise of the Warrants evidenced hereby.
The Company shall not be required, however, to pay any tax or other charge
imposed in connection with any transfer involved
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in the issue of any certificate for shares of Common Stock in any name other
than that of the registered holder of the Warrants evidenced hereby.
Section 2. Adjustments.
(a) Adjustment of Number Issuable. The Number Issuable shall be
subject to adjustment from time to time as follows:
(i) In case the Company shall at any time or from time to time
after the Issue Date:
(A) pay a dividend or make a distribution on the outstanding
shares of Common Stock in capital stock of the Company;
(B) subdivide the outstanding shares of Common Stock into a
larger number of shares; or
(C) combine the outstanding shares of Common Stock into a
smaller number of shares;
then, and in each such case (other than a dividend or distribution received
by or set aside for the benefit of the holder pursuant to Section 2(c)
hereof), the Number Issuable in effect immediately prior to such event shall
be adjusted (and any other appropriate actions shall be taken by the Company)
so that the holder of any Warrant evidenced hereby thereafter exercised shall
be entitled to receive the number of shares of Common Stock or other
securities of the Company which such holder would have owned or had been
entitled to receive upon or by reason of any of the events described above,
had such Warrant been exercised immediately prior to the happening of such
event. An adjustment made pursuant to this clause (i) shall become effective
retroactively (x) in the case of any such dividend or distribution, to a date
immediately following the close of business on the record date for the
determination of holders of shares of Common Stock entitled to receive such
dividend or distribution, or (y) in the case of any such subdivision or
combination to the close of business on the date upon which such corporate
action becomes effective.
(ii) If after the Issue Date, the Company shall at any time or
from time to time issue or sell (x) shares of Common Stock or (y) securities
convertible into or exchangeable for shares of Common Stock, or any options,
warrants or other rights to acquire shares of Common Stock (other than (A)
shares of Common Stock issued upon exercise of the Warrants, (B) shares of
Common Stock issued upon conversion of the Debentures outstanding on the
Issue Date that have been amended pursuant to Section 7(i) of the Securities
Purchase Agreement, (C) shares of Common Stock issued pursuant to an employee
stock
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option plan, stock bonus plan or other incentive compensation plan or award,
each as approved by the Company's Board of Directors that, in the aggregate
with all other shares of Common Stock issued pursuant to any such plans
(whether or not approved by the Company's Board of Directors) constitute no
more than ten percent (10%) of the issued and outstanding Common Stock, and
(D) shares of Common Stock issued as a result of adjustments made under
agreements related to shares described in clauses (A), (B) and (C)) at a
price per share that is less than the Current Market Price per share of
Common Stock then in effect as of the record date or issue date, as the case
may be, referred to in the following sentence (the "Relevant Date") (treating
the price per share of Common Stock, in the case of the issuance of any
security convertible or exchangeable or exercisable into Common Stock as
equal to (x) the sum of the price for such security convertible, exchangeable
or exercisable into Common Stock plus any additional consideration payable
(without regard to any anti-dilution adjustments) upon the conversion,
exchange or exercise of such security into Common Stock divided by (y) the
number of shares of Common Stock initially underlying such convertible,
exchangeable or exercisable security), in each case, other than issuances or
sales for which an adjustment is made pursuant to another paragraph of this
Section 2, then, and in each such case, the Number Issuable then in effect
shall be adjusted by multiplying the Number Issuable in effect on the day
immediately prior to the Relevant Date by a fraction, (1) the numerator of
which shall be the sum of the number of shares of Common Stock, on a fully
diluted basis, outstanding on the Relevant Date, plus the number of
additional shares of Common Stock issued or to be issued (or the maximum
number into which such convertible or exchangeable securities initially may
convert or exchange or for which such options, warrants or other rights
initially may be exercised), and (2) the denominator of which shall be the
sum of the number of shares of Common Stock, on a fully diluted basis,
outstanding on the Relevant Date, plus the number of shares of Common Stock
which the aggregate consideration (plus the aggregate amount of any
additional consideration initially payable upon conversion or exchange of
such convertible or exchangeable securities or exercise of such options,
warrants or other rights) for the total number of such additional shares of
Common Stock so issued (or into which such convertible or exchangeable
securities may convert or exchange or for which such options, warrants or
other rights may be exercised) would purchase at the Current Market Price per
share of Common Stock on the Relevant Date. Such adjustment shall be made
whenever such shares, securities, options, warrants or other rights are
issued, and shall become effective retroactively to a date immediately
following the close of business (x) in the case of an issuance to the
stockholders of the Company, as such, on the record date for the
determination of stockholders entitled to receive such shares, securities,
options, warrants or other rights and (y) in all other cases, on the date
(the "issue date") of such issuance; provided, that if any convertible or
exchangeable securities, options, warrants, or other rights (or any portions
thereof) which shall have given rise to an adjustment pursuant to this
Section 2(a)(ii) shall have expired or terminated without the exercise
thereof and/or if by
4
reason of the terms of such convertible or exchangeable securities, options,
warrants or other rights there shall have been an increase or increases, with
the passage of time or otherwise, in the Number Issuable, then the Number
Issuable hereunder shall be readjusted (but to no greater extent than
originally adjusted) on the basis of (A) eliminating from the computation any
additional shares of Common Stock corresponding to such convertible or
exchangeable securities, options, warrants or other rights as shall have
expired or terminated, (B) treating the additional shares of Common Stock, if
any, actually issued or issuable pursuant to the previous exercise of such
convertible and exchangeable securities, options, warrants, or other rights
as having been issued for the consideration actually received and receivable
therefor and (C) treating any of such convertible or exchangeable securities,
options, warrants or other rights which remain outstanding as being subject
to exercise or conversion. Solely for purposes of this clause (ii), (I)
Common Stock shall include the Common Stock, par value $0.01 per share, of
the Company and each other class of capital stock of the Company that does
not have a preference over any other class of capital stock of the Company as
to dividends or upon liquidation, dissolution or winding up of the Company
and, in each case, shall include any other class of capital stock of the
Company into which such stock is reclassified or reconstituted and (II) if
the provisions of any securities convertible into or exchangeable for shares
of Common Stock or options, warrants or other rights to acquire shares of
Common Stock are amended after the date of issuance so as to reduce the
applicable conversion price, exchange price or exercise price such amendment
shall be deemed to be a new issuance of such securities.
(iii) In case the Company shall at any time or from time to time
after the Issue Date distribute to any holder of shares of its Common Stock
(including any such distribution made in connection with a consolidation or
merger in which the Company is the resulting or surviving corporation and the
Common Stock is not changed or exchanged) cash, evidences of indebtedness of
the Company or another issuer, securities of the Company or another issuer or
other assets (excluding dividends or other distributions of shares of Common
Stock or other capital stock for which adjustment in the Number Issuable is
made under Section 2(a)(i) or dividends or other distributions received by or
set aside for the benefit of the holders of Common Stock pursuant to Section
2(c) below) or rights or warrants to subscribe for or purchase securities of
the Company (excluding those in respect of which adjustment in the Number
Issuable is made pursuant to Section 2(a)(ii)), then, and in each such case,
the Number Issuable then in effect shall be adjusted by multiplying the
Number Issuable in effect immediately prior to the date of such distribution
by a fraction (x) the numerator of which shall be the Current Market Price
per share on the record date referred to below and (y) the denominator of
which shall be such Current Market Price per share less the then Fair Market
Value (as determined in good faith by the Board of Directors of the Company,
a certified resolution with respect to which shall be mailed to the holder of
the Warrants evidenced hereby) of the portion of the cash,
5
evidences of indebtedness, securities or other assets so distributed or of
such subscription rights or warrants applicable to one share of Common Stock
(but such denominator shall in no event be zero). Such adjustment shall be
made whenever any such distribution is made and shall become effective
retroactively to a date immediately following the close of business on the
record date for the determination of stockholders entitled to receive such
distribution.
(iv) In case the Company at any time or from time to time shall
take any action which could have a dilutive effect on the number of shares of
Common Stock that may be issued upon exercise of the Warrants, other than an
action described in any of Section 2(a)(i) through 2(a)(iii), inclusive, or
Section 2(b), then, the Number Issuable shall be adjusted in such manner and
at such time as the Board of Directors of the Company reasonably determines
to be equitable under the circumstances (such determination to be evidenced
in a resolution, a certified copy of which shall be mailed to the holder of
the Warrants evidenced hereby).
(v) Notwithstanding anything herein to the contrary, no adjustment
under this Section 2(a) need be made to the Number Issuable unless such
adjustment would require an increase or decrease of at least one percent (1%)
of the Number Issuable then in effect. Any lesser adjustment shall be
carried forward and shall be made at the time of and together with the next
subsequent adjustment, which, together with any adjustment or adjustments so
carried forward, shall amount to an increase or decrease of at least one
percent (1%) of such Number Issuable. Any adjustment to the Number Issuable
carried forward and not theretofore made shall be made immediately prior to
the exercise of any Warrants pursuant hereto.
(vi) The Company promptly shall deliver to each registered holder
of Warrants at least five (5) Business Days prior to effecting any
transaction which would result in an increase or decrease in the Number
Issuable pursuant to this Section 2(a) a notice thereof, together with a
certificate, signed by the Chief Executive Officer or a Vice-President and by
the Treasurer or an Assistant Treasurer or the Clerk or an Assistant Clerk of
the Company, setting forth in reasonable detail the event requiring the
adjustment and the method by which such adjustment was calculated and
specifying the increased or decreased Number Issuable then in effect
following such adjustment.
(vii) Notwithstanding anything contrary contained in this Section
2(a), the Company shall be entitled to make such upward adjustments in the
Number Issuable, in addition to those otherwise required by this Section
2(a), as the Board of Directors of the Company in their discretion shall
determine to be advisable in order that any stock dividend, subdivision or
combination of shares, distribution of rights or warrants to purchase stock
or securities, or distribution of securities convertible into or exchangeable
for Common Stock, hereafter made by
6
the Company to its shareholders shall not be taxable; provided, however,
that any such adjustment shall be made, as nearly as practicable, in a
manner which treats all holders of Warrants with similar protections on
an equal basis.
(b) Reorganization, Reclassification, Consolidation, Merger or
Sale of Assets. In case of any capital reorganization or reclassification or
other change of outstanding shares of Common Stock (other than a change in
par value, or from par value to no par value, or from no par value to par
value, or as a result of a subdivision or combination), or in case of any
consolidation or merger of the Company with or into another Person (other
than a consolidation or merger in which the Company is the resulting or
surviving person and which does not result in any reclassification or change
of outstanding Common Stock), or in case of any sale or other disposition to
another Person of all or substantially all of the assets of the Company (any
of the foregoing, a "Transaction"), the Company, or such successor or
purchasing Person, as the case may be, shall execute and deliver to each
holder of the Warrants evidenced hereby, at least five (5) Business Days
prior to effecting any of the foregoing Transactions, a certificate that the
holder of each such Warrant then outstanding shall have the right thereafter
to exercise such Warrant into the kind and amount of shares of stock or other
securities (of the Company or another issuer) or property or cash receivable
upon such Transaction by a holder of the number of shares of Common Stock
into which such Warrant could have been exercised immediately prior to such
Transaction. Such certificate shall provide for adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Section 2 and shall contain other terms identical to the terms hereof.
If, in the case of any such Transaction, the stock, other securities, cash or
property receivable thereupon by a holder of Common Stock includes stock,
securities, other property or cash of a Person other than the successor or
purchasing Persons and other than the Company, in connection with such
Transaction, then such certificate also shall be executed by such Person, and
such Person shall, in such certificate, specifically assume the obligations
of such successor or purchasing Person and acknowledge its obligations to
issue such stock, securities, other property or cash to holders of the
Warrants upon exercise thereof as provided above. The provisions of this
Section 2(b) similarly shall apply to successive Transactions.
(c) Special Distributions. If the holder so elects by sending a
Special Notice to the Company, in the event that the Company shall declare a
dividend or make any other distribution (including, without limitation, in
cash, in capital stock (which shall include, without limitation, any options,
warrants or other rights to acquire capital stock) of the Company, whether or
not pursuant to a shareholder rights plan, "poison pill" or similar
arrangement) in other securities, property or assets, to holders of Common
Stock (a "Special Distribution"), then the Board of Directors shall set aside
the amount of such dividend or distribution that any holder of Warrants would
have been entitled to receive had it exercised such Warrants prior to the
record date for such dividend or
7
distribution. Upon the exercise of a Warrant evidenced hereby, the holder
shall be entitled to receive, such dividend or distribution that such holder
would have received had such Warrant been exercised immediately prior to the
record date for such dividend or distribution. Prior to any Special
Distribution described in this Section 2(c), the Company shall as provided in
Section 4 hereof notify each holder (not less than five (5) Business Days
prior to the occurrence of each Special Distribution) of its intent to make
such Special Distribution and the holder, if it elects to have such
distribution set aside the amount thereof rather than have an adjustment to
the Number Issuable as provided in Section 2(a)(i), 2(a)(ii) or 2(a)(iii),
shall notify the Company by sending a Special Notice prior to the date of any
such Special Distribution.
Section 3. Redemption. The Company shall not have any right to redeem
any of the Warrants evidenced hereby.
Section 4. Notice of Certain Events. In case at any time or from time
to time the holders of the Warrants evidenced hereby are entitled to notice
pursuant to the terms of Section 2, such notice shall provide (a) the date on
which a record is to be taken for the purpose of such dividend, distribution,
subdivision, combination or issuance of shares of Common Stock, securities
convertible into or exchangeable for shares of Common Stock or options,
warrants or other rights, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such dividend,
distribution, subdivision, combination, shares of Common Stock, securities
convertible into or exchangeable for shares of Common Stock or options,
warrants or other rights, are to be determined, (b) the issue date (as
defined in Section 2(a)(ii) hereof) or (c) the date on which such
Transaction, dissolution, liquidation or winding up is expected to become
effective.
Section 5. Certain Covenants. The Company covenants and agrees that
all shares of capital stock of the Company which may be issued upon the
exercise of the Warrants evidenced hereby will be duly authorized, validly
issued and fully paid and nonassessable. The Company shall at all times
reserve and keep available for issuance upon the exercise of the Warrants,
such number of its authorized but unissued shares of Common Stock as will
from time to time be sufficient to permit the exercise of all outstanding
Warrants, and shall take all action required to increase the authorized
number of shares of Common Stock if at any time there shall be insufficient
authorized but unissued shares of Common stock to permit such reservation or
to permit the exercise of all outstanding Warrants. The Company shall
prepare and file, and cooperate with the holder of this Warrant so that it
may prepare and file, in each case within five Business Days of a request by
such holder, notification and report forms in compliance with the HSR Act,
and shall otherwise fully comply with the requirements of the HSR Act, to the
extent required in connection with the exercise of the Warrant. The Company
shall bear all of its own expenses and all of its own out of pocket expenses
(including reasonable attorneys' fees, charges and expenses) and filing fees
of such holder in connection with any such preparation and filing.
Section 6. Registered Holder. The person in whose name this Warrant
Certificate is registered shall be deemed the owner hereof and of the
Warrants evidenced hereby for all purposes.
8
Section 7. Transfer of Warrants. Any transfer of the rights
represented by this Warrant Certificate shall be effected by the surrender of
this Warrant Certificate, along with the form of assignment attached hereto,
properly completed and executed by the registered holder hereof, at the
principal executive office of the Company in the United States of America;
provided that (a) a registration statement with respect to the Warrants
proposed for transfer, and with respect to the shares of Common Stock
underlying such Warrants, shall be effective under the Securities Act, (b)
the Warrants are transferred pursuant to Rule 144 under the Securities Act or
(c) the Company shall have received an opinion of counsel reasonably
satisfactory to it that no violation of such act or similar state acts will
be involved in such transfer. Thereupon, the Company shall issue in the name
or names specified by the registered holder hereof and, in the event of a
partial transfer, in the name of the registered holder hereof, a new Warrant
Certificate or Certificates evidencing the right to purchase such number of
shares of Common Stock as shall be equal to the number of shares of Common
Stock then purchasable hereunder.
Section 8. Denominations. The Company covenants that it will, at its
expense, promptly upon surrender of this Warrant Certificate at the principal
executive office of the Company in the United States of America, execute and
deliver to the registered holder hereof a new Warrant Certificate or
Certificates in denominations specified by such holder for an aggregate
number of Warrants equal to the number of Warrants evidenced by this Warrant
Certificate.
Section 9. Replacement of Warrants. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant Certificate and, in the case of loss, theft or destruction, upon
delivery of an indemnity reasonably satisfactory to the Company (in the case
of an institutional investor, its own unsecured indemnity agreement shall be
deemed to be reasonably satisfactory), or, in the case of mutilation, upon
surrender and cancellation thereof, the Company will issue a new Warrant
Certificate of like tenor for a number of Warrants equal to the number of
Warrants evidenced by this Warrant Certificate.
Section 10. Governing Law. THIS WARRANT CERTIFICATE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISIONS).
Section 11. Rights Inure to Registered Holder. The Warrants evidenced
by this Warrant Certificate will inure to the benefit of and be binding upon
the registered holder thereof and the Company and their respective successors
and permitted assigns. This Warrant Certificate shall be for the sole benefit
of the registered holder thereof. Nothing in this Warrant Certificate shall
be construed to give the registered holder hereof any rights as a holder of
shares of Common Stock until such time, if any, as the Warrants evidenced by
this Warrant Certificate are exercised in accordance with the provisions
hereof.
9
Section 12. Definitions. For the purposes of this Warrant Certificate,
the following terms shall have the meanings indicated below:
"Business Day" shall mean any day other than a Saturday, Sunday or other
day on which commercial banks in the City of New York are authorized or
required by law or executive order to close.
"Common Stock" shall have the meaning assigned to such term in the
Preamble hereof.
"Company" shall have the meaning assigned to such term in the Preamble
hereof.
"Current Market Price" per share shall mean, on any date specified
herein for the determination thereof, (a) if the Common Stock is then listed
on a national securities exchange, designated as a Nasdaq Stock Market
security or quoted in the over-the-counter-market by a member firm of the
NYSE, the average daily Market Price of the Common Stock for those days
during the period of 15 days, ending on such date, on which the national
securities exchanges were open for trading, and (b) if the Common Stock is
not then so listed, designated or quoted, the Market Price on such date.
"Debentures" shall mean the Company's 7% Convertible Subordinated
Debentures Due March 24, 2000 and the 7% Convertible Debentures Due October
29, 2000.
"Exercise Price" shall have the meaning assigned to such term in the
Preamble hereof.
"Fair Market Value" shall mean the amount which a willing buyer, under
no compulsion to buy, would pay a willing seller, under no compulsion to
sell, in an arm's-length transaction.
"HSR Act" shall mean the Hart Scott Rodino Anti-Trust Improvements Act
of 1976, and the rules and regulations of the Federal Trade Commission
promulgated thereunder.
"Investor" shall have the meaning assigned to such term in the Preamble
hereof.
"Issue Date" shall mean December 29, 1997.
"Market Price" shall mean, per share of Common Stock, on any date
specified herein: (a) if the Common Stock is listed on the American Stock
Exchange or any other national securities exchange or is designated as a
Nasdaq Stock Market
10
security, the last trading price of the Common Stock on such date as reported
in the Wall Street Journal; or (b) if the Common Stock is not so listed or
designated, the average of the reported closing bid and ask prices of the
Common Stock in the over-the-counter-market, on such date as reported by any
member firm of the NYSE selected by the Company; or (c) if none of (a) or (b)
is applicable, the Fair Market Value per share determined in good faith by
the Board of Directors of the Company which shall be deemed to be Fair Market
Value unless holders of at least 50% of Common Stock issued or issuable upon
exercise of the Warrants request that the Company obtain an opinion of a
nationally recognized investment banking firm chosen by the Company (who
shall bear the expense) and reasonably acceptable to such requesting holders
of the Warrants, in which event the Fair Market Value shall be as determined
by such investment banking firm.
"Number Issuable" shall have the meaning given it in the Preamble hereof.
"NYSE" shall mean the New York Stock Exchange, Inc.
"Person" shall mean any individual, corporation, limited liability
company, partnership, trust, incorporated or unincorporated association,
joint venture, joint stock company, government (or an agency or political
subdivision thereof) or other entity of any kind.
"Relevant Date" shall have the meaning assigned to such term in Section
2(a)(ii) hereof.
"Securities Act" shall mean the Securities Act of 1933.
"Special Distribution" shall have the meaning assigned to such term in
Section 2(c) hereof.
"Special Notice" shall mean the notice sent by a holder to the Company
indicating its preference to have any Special Distribution set aside for its
benefit upon exercise of the Warrant.
"Transaction" shall have the meaning assigned to such term in Section
2(b) hereof.
"Warrants" shall have the meaning assigned to such term in the Preamble
hereof.
"Warrant Exercise Documentation" shall have the meaning given it in
Section 1 hereof.
Section 13. Notices. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be
sufficient if
11
delivered personally or sent by telecopy (with confirmation of receipt) or by
registered or certified mail, postage prepaid, return receipt requested, (a)
if to the holder of a Warrant, at such holder's last known address or
telecopy number appearing on the books of the Company; and (b) if to the
Company, at its principal executive office, or the telecopy number of such
office, in the United States, or such other address or telecopy number as the
party to whom notice is to be given may have furnished to the other party.
Each such notice, request or communication shall be effective when received
or, if given by mail, when delivered at the address specified in this Section
or on the fifth Business Day following the date on which such communication
is posted, whichever occurs first.
Section 14. Share Legend. Each certificate representing shares of
Common Stock or any other securities issued upon exercise of this Warrant
shall bear the following legend unless such shares or other securities have
been registered under the Securities Act and any applicable state securities
laws:
"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE
FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND
INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS
CONTAINED IN SAID LAWS. THE SHARES REPRESENTED BY
THIS CERTIFICATE MAY NOT BE TRANSFERRED UNLESS (A) A
REGISTRATION STATEMENT SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, (B) SUCH SHARES ARE
TRANSFERRED PURSUANT TO RULE 144, OR ANY SUCCESSOR
RULE, UNDER SUCH ACT OR (C) MEDIA LOGIC, INC. SHALL
HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT OR
SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH
TRANSFER."
Section 15. No Rights or Liabilities as a Stockholder. This Warrant
shall not entitle the holder hereof to any voting rights or other rights as a
stockholder of the Company. No provision of this Warrant, in the absence of
affirmative action by the holder hereof to purchase Common Stock by the
exercise of this Warrant, and no mere enumeration herein of the rights or
privileges of the holder hereof, shall give rise to any liability of such
holder for the Exercise Price or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company.
12
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed as of the Issue Date.
MEDIA LOGIC, INC.
By: /s/ William E. Davis
------------------------------------
William E. Davis, Jr.
Chief Executive Officer and President
[Form of Assignment Form]
[To be executed upon assignment of Warrants]
The undersigned hereby assigns and transfers this Warrant Certificate to
____________________ whose Social Security Number or Tax ID Number is
_________________ and whose record address is ______________________________,
and irrevocably appoints ________________ as agent to transfer this security
on the books of the Company. Such agent may substitute another to act for
such agent.
Date:_________________________
_________________________________________
Signature
(Signature must conform in all respects to
name of holder as specified on the face of
this Warrant Certificate)
[Form Of Election To Purchase]
[To be executed upon exercise of the Warrants]
TO: MEDIA LOGIC, INC.
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)
Date:_________________________
_________________________________________
Signature
(Signature must conform in all respects
to name of holder as specified on the
face of this Warrant Certificate)