Exhibit 99.9
MEDIA LOGIC, INC.
AND
THE BOSTON GROUP, L.P.
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 THE BOSTON GROUP, L.P. (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 First Granite Securities, Inc.
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 is 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
THE BOSTON GROUP, L.P.
By: /s/ Robert A. DiMinico
---------------------------------
Name: Robert A. DiMinico
Title: Chairman
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EXHIBIT A
No. A-2
250,000 Warrants
MEDIA LOGIC, INC.
Warrant Certificate
THIS CERTIFIES THAT for value received Boston Group, L.P., 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 The
Boston Group, L.P., 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.
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:
15