Exhibit 99.8
MEDIA LOGIC, INC.
AND
ADAR EQUITIES, LLC
WARRANT AGREEMENT
Dated as of February 12, 1998
WARRANT AGREEMENT (the "Agreement"), dated as of February 12, 1998 by
and between MEDIA LOGIC, INC., a Massachusetts corporation (the "Company"), and
ADAR EQUITIES, LLC (the "Placement Agent").
The Company proposes to issue to the Placement Agent the warrants as
hereinafter described (the "Warrants") to purchase 250,000 shares of common
stock of the Company, $.01 per value per share ("Common Stock") (such number of
shares being hereinafter referred to as the "Shares"), each Warrant entitling
the holder ("Holder") thereof to purchase one share of Common Stock. All
capitalized terms used herein and not otherwise defined herein shall have the
same meanings as assigned thereto in that certain Placement Agency Agreement,
dated as of October 29, 1997, by and between the Company, the Placement Agent
and The Boston Group, L.P.
NOW, THEREFORE, in consideration of the promises and the mutual agreements
set forth herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Issuance of Warrants: Form of Warrant. On February 12, 1998 (the
"Issue Date") the Company shall issue, sell and deliver the Warrants to the
Placement Agent or its bona fide officers or principals. The form of the
Warrant and 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 claims 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 the Placement Agent in such denominations as the
Placement Agency may request in writing to the Company; provided, however, that
the Placement Agent may designate that all or a portion of the Warrants be
issued in varying amounts directly to its bona fide officers or principals and
to itself. Such designation will only be made by the Placement Agent 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
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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 10 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.
(a) Term of Warrants: Exercise of Warrants. Each Warrant entitles the
registered owner thereof to purchase one Share at a purchase price equal to
$2.00 per Share ( the "Exercise Price") and shall be exercisable for sixty (60)
months commencing on March 29, 1998. 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 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 blank 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.
(b) Cashless Exercise. In addition to the method of payment set forth
in Section 4(a) and in lieu of any cash payment required thereunder, the Holder
may at any time and from time to time exercise the Warrant in full or in part by
surrendering the Warrant in the manner specified above in exchange for a number
of shares of Common Stock equal to the product of (x) the number of shares as to
which the Warrant is being exercised multiplied by (y)
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a fraction, the numerator of which is the Fair Market Value (as defined below)
of one share of Common Stock less the Purchase Price and the denominator of
which is such Fair Market Value of one share of Common Stock.
(c) Definition. Fair Market Value of a share of Common Stock as of a
particular date (the "Determination Date") shall mean the Fair Market Value of a
share of the Company's Common Stock. Fair Market Value of a share of Common
Stock as of a Determination Date shall mean:
(i) If the Company's Common Stock is traded on an exchange or is quoted on
the Nasdaq National Market ("Nasdaq"), then the closing or last sale price,
respectively, reported for the last business day (on which a sale in the Common
Stock was made) immediately preceding the Determination Date.
(ii) If the Company's Common Stock is not traded on an exchange or on
Nasdaq but is traded in the over-the-counter market, then the mean of the
closing bid and asked prices reported for the last business day (on which a sale
in the Common Stock was made) immediately preceding the Determination Date.
(d) 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 (and in no event more than three business days from the date
of each such surrender and payment) 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 of Common Stock to
which such Holder shall be entitled on such exercise. 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 such
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 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 number of Shares for which such Warrant may still be exercised.
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 of the Holder
of Warrants in respect of which such Shares are issued.
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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 to
pay such other reasonable charges and expenses as the Company may prescribe.
7. Reservation of Shares, etc. 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. Registration Rights.
(a) Demand Registration Rights. The Company covenants and agrees
with the Placement Agent and any other or subsequent Holders of the Registrable
Securities (as defined in paragraph (f) of this Section 8) 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 the Placement Agent or its designees, made at any time
within the period commencing on the Issue Date and ending five years after the
Issue 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 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
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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.
(b) Piggyback Registration Rights. The Company covenants and agrees
with the Placement Agent and any other Holders or subsequent Holders of the
Registrable Securities that if, at any time within the period commencing on the
Issue Date and ending five years after the Issue Date, it proposes to file a
registration statement or Offering Statement with respect to any class of equity
or equity-related security 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 used for registration of the Registrable Securities other than on Form S-8 or
Form S-4 or their then equivalents, 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 8(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 therefore availed themselves of the right
provided in Section 8(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 20% 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.
(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 that the Company, the Company will
include in such registration (A) first, the securities that the Company
proposes to sell and (B) second, the Registrable Securities requested to be
included in such registration, apportioned pro rata among the Holders of
Registrable Securities, provided, however, the Company will use its best
efforts to include not less than 20% of the Registrable Securities, and (C)
third, securities of the holders of other securities requesting
registration.
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(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 8(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 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 20% 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) 60 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 party disapproves of the terms of any such underwriting, it may elect to
withdraw therefrom by written notice to the Company, the underwriter, and the
Placement Agent. Notwithstanding the foregoing, the Company shall not be
required to file a registration statement to include Shares pursuant to Section
8(a) or 8(b) if independent counsel, satisfactory to counsel for the Company and
counsel for the Placement Agent, 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 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
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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 180 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 180 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 8, the Company agrees to:
(i) Bear the expenses of any registration or qualification under
paragraphs (a) or (b) of this Section 8, including, but not limited to,
reasonable 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, (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 8, 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; and
(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 the Placement Agent 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 process or to taxation as a foreign corporation
doing business in such jurisdiction to which it is not the subject, and to
do any and all other acts and things which may be necessary to enable the
Holders to consummate the proposed sale, transfer or other disposition of
such securities in any jurisdiction.
(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 8, 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
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(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 8, (i) the term "Holder" shall
include holders of Shares, and (ii) the term "Registrable Securities" shall mean
the Shares, if issued.
9. 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.
(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.
10. Notices. Any notice pursuant to this Agreement to be given or made by
this 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 10, to the Holders of
Warrants and/or the holders of Shares:
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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 Shares 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.
11. 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 10.
12. 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.
[Signatures appear on the following page]
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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
------------------------------
Name: William E. Davis, Jr.
Title: Chief Executive Officer
ADAR EQUITIES, LLC
By: /s/ Ari S. Parnes
------------------------------
Name: Ari S. Parnes
Title: Managing Director
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EXHIBIT A
No. A-1
250,000 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, $.01 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 February 12,
1998 (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 as 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 officer 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 thereof 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 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
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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: February 12, 1998
MEDIA LOGIC, INC.
By:___________________________________
Name: William E. Davis, Jr.
Title: Chief Executive Officer
Attest:
By:____________________________________
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 irrevocable 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.
The undersigned hereby irrevocable 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)
Signature Guaranteed:
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