Exhibit 99.2
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. WY-_____
WARRANT
TO PURCHASE SHARES OF COMMON STOCK,
PAR VALUE $0.01 PER SHARE,
OF
MEDIA LOGIC, INC.
THIS IS TO CERTIFY THAT __________________ or such holder's
registered assigns (the "Investor"), is the owner of ________________ 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 May __,
2003, at an exercise price of $1.50 [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 May __, 1998, 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 May
__, 2003, 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 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.
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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, (C) shares
of Common Stock issued pursuant to an employee stock 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 fifteen percent (15%) 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
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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 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
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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, 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
5
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 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
6
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 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,
7
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.
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.
8
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 COMMONWEALTH
OF MASSACHUSETTS (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.
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, as amended.
9
"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 May __, 1998.
"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 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.
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"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 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
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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.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed as of the Issue Date.
MEDIA LOGIC, INC.
By:
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Michael G. Salter
Chairman
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[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:_________________________
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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)
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(Please print name and address)
Date:
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Signature
(Signature must conform in all respects to
name of holder as specified on the face of
this Warrant Certificate)