-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QT3DvVECwebVlLGphfLWVih53zlYHYFOappXYN8lHaU4U7KtQZxvPL6nllNW12D2 Mx9qDnobL1R52tkUV48NNQ== 0001047469-98-002373.txt : 19980129 0001047469-98-002373.hdr.sgml : 19980129 ACCESSION NUMBER: 0001047469-98-002373 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19980128 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA LOGIC INC CENTRAL INDEX KEY: 0000815185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 042772354 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-45073 FILM NUMBER: 98515599 BUSINESS ADDRESS: STREET 1: 310 SOUTH ST STREET 2: P O BOX 2258 CITY: PLAINVILLE STATE: MA ZIP: 02762 BUSINESS PHONE: 5086952006 MAIL ADDRESS: STREET 1: 310 SOUTH ST STREET 2: P O BOX 2258 CITY: PLAINVILLE STATE: MA ZIP: 02762 S-3 1 S-3 As filed with the Securities and Exchange Commission on January 28, 1998 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDIA LOGIC, INC. ---------------------------- (Exact name of registrant as specified in its charter) Massachusetts ---------------------------- State or other jurisdiction of incorporation or organization) 04-2772354 ---------------------------- (I.R.S. Employer Identification No.) 310 South Street, Plainville, Massachusetts 02762 (508) 695-2006 ---------------------------- (Address, including zip code, and telephone, including area code, of registrant's principal executive offices) William E. Davis, Jr. Chief Executive Officer Media Logic, Inc. 310 South Street Plainville, Massachusetts 02762 (508) 695-2006 ---------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Richard R. Kelly, Esquire Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 (617) 542-6000 ---------------------------- Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x]. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ---------------------------- Calculation of Registration Fee Proposed Proposed maximum maximum Title of each class aggregate aggregate Amount of of securities to be Amount to be price per offering registration registered registered unit (1) price (1) fee _______________________________________________________________________________ Common Stock, par value $.01 per share 4,700,000 $1.86 $8,731,250 $2,576 _______________________________________________________________________________ (1) Estimated solely for the purpose of calculating the registration fee and in accordance therewith (i) pursuant to Rule 457(c) includes 1,700,000 shares based upon the average of the high and low sales prices of the Registrant's Common Stock on the American Stock Exchange on January 26, 1998 which amount was $1.3125 and (ii) pursuant to Rule 457(g) includes 3,000,000 shares subject to warrants based upon the price at which such warrants may be exercised. ---------------------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Subject to Completion Dated January 28, 1998 PROSPECTUS MEDIA LOGIC, INC. 4,700,000 Shares of Common Stock (Par Value $.01 Per Share) ---------------------------- The 4,700,000 shares of Common Stock of Media Logic, Inc., a Massachusetts corporation (the "Company"), offered hereby are being sold by the selling stockholders identified herein (the "Selling Stockholders"). Such offers and sales may be made on the American Stock Exchange, or otherwise, at prices and on terms then prevailing, or at prices related to the then-current market price, or in negotiated transactions, or by underwriters pursuant to an underwriting agreement in customary form, or in a combination of any such methods of sale. The Selling Stockholders may also sell such shares in accordance with Rule 144 under the Securities Act of 1933, as amended (the "1933 Act"). The Selling Stockholders are identified and certain information with respect to the Selling Stockholders is provided under the caption "Selling Stockholders" herein, to which reference is made. The expenses of the registration of the securities offered hereby, including fees of counsel for the Company and the fees of legal counsel for Imprimis SB L.P. ("Imprimis") and Wexford Spectrum Investors LLC ("Wexford") in connection with the registration of the shares offered by them herein, will be paid by the Company. The following expenses will be borne by the Selling Stockholders: underwriting discounts and selling commissions, if any, and the fees of legal counsel, if any, for the Selling Stockholders other than Imprimis and Wexford in connection with the registration of the shares offered herein. The filing by the Company of this Prospectus in accordance with the requirements of Form S-3 is not an admission that the person whose shares are included herein is an "affiliate" of the Company. The Selling Stockholders have advised the Company that they have not engaged any person as an underwriter or selling agent for any of such shares, but they may in the future elect to do so, and they will be responsible for paying such a person or persons customary compensation for so acting. The Selling Stockholders and any broker executing selling orders on behalf of any Selling Stockholder may be deemed to be "underwriters" within the meaning of the 1933 Act, in which event commissions received by any such broker may be deemed to be underwriting commissions under the 1933 Act. The Company will not receive any of the proceeds from the sale of the securities offered hereby. The Common Stock is listed on the American Stock Exchange under the symbol TST. On January 26, 1998, the closing sale price of the Common Stock, as reported by the American Stock Exchange, was $1.3125 per share. ---------------------------- THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 4 OF THIS PROSPECTUS. ---------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------------------- No person is authorized in connection with any offering made hereby to give any information or to make any representations other than as contained in this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. This Prospectus is not an offer to sell, or a solicitation of an offer to buy, by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Neither the delivery of this Prospectus nor any sales made hereunder shall under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof. ---------------------------- The date of this Prospectus is _________________, 1998. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE. AVAILABLE INFORMATION The Company is subject to certain informational reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). These reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024 of the Commission's office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, DC 20549, and at its regional offices located at 7 World Trade Center, Suite 1300, New York, NY 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661. Copies of such reports, proxy statements and other information can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, DC 20549 at prescribed rates. The Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the Commission's Web site is http://www.sec.gov. The Company's Common Stock is traded on the American Stock Exchange. Reports and other information concerning the Company may be inspected at the offices of the American Stock Exchange, 86 Trinity Place, New York, New York 10006-1181. Additional updating information with respect to the securities covered herein may be provided in the future to purchasers by means of appendices to this Prospectus. The Company has filed with the Commission in Washington, DC a registration statement (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the 1933 Act with respect to the securities offered or to be offered hereby. This Prospectus does not contain all of the information included in the Registration Statement, certain items of which are omitted in accordance with the rules and regulations of the Commission. For further information about the Company and the securities offered hereby, reference is made to the Registration Statement and the exhibits thereto. The Company will provide without charge to each person to whom this Prospectus is delivered, on the written or oral request of such person, a copy of any document incorporated herein by reference, excluding exhibits. Requests should be made to Media Logic, Inc., 310 South Street, Plainville, MA 02762, telephone (508) 695-2006 and directed to the attention of Paul M. O'Brien, Vice President and Chief Financial Officer. 2 TABLE OF CONTENTS PAGE RISK FACTORS.......................................................... 4 THE COMPANY........................................................... 8 SELLING STOCKHOLDERS.................................................. 9 PLAN OF DISTRIBUTION.................................................. 10 LEGALITY OF COMMON STOCK.............................................. 10 EXPERTS............................................................... 10 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE..................... 10 3 RISK FACTORS An investment in the shares being offered by this Prospectus involves a high degree of risk. In addition to the other information contained in this Prospectus or incorporated herein by reference, prospective investors should carefully consider the following risk factors before purchasing the shares offered hereby. This Prospectus contains and incorporates by reference forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 which are based on management's current expectations. To the extent that any of the statements contained herein relating to the Company's products and its operations are forward looking, such statements are based on management's current expectations and involve a number of uncertainties and risks. Reference is also made in particular to the discussion set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K and Amendment No. 1 to the Form 10-K on Form 10K/A (collectively, the "Form 10-K") for the fiscal year ended March 31, 1997 and in the Company's Quarterly Reports on Form 10-Q for the quarters ended June 30, 1997 and September 30, 1997 and under "Description of Business" in the Form 10-K, incorporated into this Prospectus by reference. Both the forward-looking statements contained in this Prospectus and those incorporated herein by reference are based on current expectations that involve a number of uncertainties including those set forth in the risk factors below. Actual results could differ materially from those projected in the forward-looking statements. Shift in Business Focus. While in fiscal years 1996 and 1997, the Company still derived most of its revenue from sales of its certifiers, evaluators and duplicators for floppy disks and tape, the Company has shifted its focus to its automated tape libraries for the data storage market. In fiscal year 1996, the Company sold only pre-production units of its automated data library ("ADL") products. The Company first commenced sales of its production units of ADL products, other than evaluation units, in the second quarter of fiscal year 1997 and therefore has limited experience in selling its ADL products. The Company expects to derive a substantial majority of its total revenue and net income from sales of its ADL products in the future. Continued growth of the Company's ADL business will depend upon several factors, including demand for these libraries, the Company's ability to develop new products to meet the changing requirements of its customers, technological change and competitive pressures. There can be no assurance that the Company's ADL business will take hold and grow. Competition. Competition in the data storage market, including the automated tape library market, is intense, with a large number of companies in these markets. Many of the Company's current and potential competitors have longer operating histories, greater name recognition, larger installed customer bases and significantly greater financial, technical and marketing resources than the Company. As a result, such competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements, or to devote greater resources to the promotion and sale of their products than the Company. An increase in competition could result in price reductions and loss of market share. Such competition and any resulting reduction in gross margins could have a material adverse effect on the Company's business, financial condition and results of operations. Rapid Technological Change; Dependence on New Product Development. The computer industry in general, and the markets for the Company's automated tape library products in particular, are characterized by rapidly changing technology, frequent new product introductions, and significant competition. In order to keep pace with this rapidly changing market environment, the Company must continually develop and incorporate into its products new technological advances and features desired by the marketplace at acceptable prices. The successful development and commercialization of new products involves many risks, including the identification of new product opportunities, timely completion of the development process, the control and recoupment of development and production costs and acceptance by customers of the Company's products. There can be no assurance that the Company will be successful in identifying, developing, manufacturing and marketing new products in a timely and cost effective manner, that products or technologies developed by others will not render the Company's products or technologies uncompetitive, or that the Company's products will be accepted in the marketplace. Protection of Proprietary Technology. The Company's ability to compete effectively with other companies will depend, in part, on the ability of the Company to maintain the proprietary nature of its technology. There can be no assurance that competitors in both the United States and foreign countries, many of which have substantially greater resources and have made substantial investments in competing technologies, do not have or will not obtain patents that will prevent, limit or interfere with the Company's ability to make and sell its products or intentionally infringe the Company's patents. While the Company possesses or licenses certain patent rights, it relies in large part on unpatented proprietary technology, and there can be no assurance that others may not independently develop the same or similar technology, whether or not patented, or otherwise obtain access to the Company's proprietary technology. 4 Cyclical Nature of the Computer Industry. The computer industry is highly cyclical and has historically experienced periodic downturns. The cyclical nature of the computer industry is beyond the control of the Company. As an example, the Company experienced a substantial reduction in demand for its original product line (floppy disk certification, testing and duplication equipment). A similar decrease in demand for the Company's new automated tape library products could have a material adverse effect on its business and products. Uncertainties Related to Company's Ability to Raise Additional Necessary Capital. The Company has spent and expects to continue to spend substantial funds for continuation of the research and development of product candidates and will also require additional funds in order to manufacture, market and sell its products. In March 1997, the Company completed a private placement of convertible subordinated debentures (the "March Private Placement") which resulted in approximately $3,530,000 in gross proceeds to the Company and in October 1997 the Company completed a private placement of convertible debentures (the "October Private Placement") which resulted in $750,000 in gross proceeds to the Company. In addition, in December 1997, the Company completed a private placement of the Common Stock (the "December Private Placement") which resulted in $1,530,000 in gross proceeds to the Company. However, because of its continuing losses from operations, the Company anticipates that unless revenues increase significantly, it will require additional capital in order to continue its operations. See "--Recent Losses." The Company has no assurance that it will be able to raise such additional capital, if needed, in a timely manner or on favorable terms, if at all. If the Company is unable to increase revenues significantly and/or secure additional financing, the Company could be forced to curtail or discontinue its operations. Recent Losses. For the six months ended September 30, 1997, the Company incurred a loss of $2,098,630 on revenues of $767,626. For the fiscal year ended March 31, 1997, the Company incurred a loss of $4,122,288 on revenues of $3,644,478, and for the fiscal year ended March 31, 1996, the Company incurred a loss of $7,818,819 on revenues of $3,578,236. These recent losses are primarily the result of a decline in the revenues generated in the Company's traditional markets during a period when the Company was making a large investment in its ADL technology. The Company believes that the trends that resulted in its losses could continue for the foreseeable future. Dependence on Key Personnel. The Company's success depends to a significant extent on the performance of its senior management, including its Chief Executive Officer and President, William E. Davis, Jr., its Vice President of Sales, B. Edward Fitzgibbons, its Director of Engineering, James Hackathorn, and its Vice President and Chief Financial Officer, Paul M. O'Brien. Competition for highly skilled employees with technical, management and other specialized training is intense in the computer industry. The Company's failure to attract additional qualified employees or to retain the services of key personnel could have a material adverse effect on the Company's business. Volatility of Share Price. Market prices for securities of technology companies have been volatile. The market price for the Company's Common Stock has fluctuated significantly since public trading commenced in 1987, and it is likely that the market price will continue to fluctuate in the future. Quarterly fluctuations in operating results, announcements by the Company or the Company's present or potential competitors, technological innovations or new commercial products or services, developments or disputes concerning patent or proprietary rights and other events or factors may have a significant impact on the Company's business and on the market price of the Common Stock. Control by Existing Management and Stockholders. The directors, officers and principal stockholders of the Company and certain of their affiliates and/or family members beneficially own in the aggregate approximately 38.7% of the Company's Common Stock (including shares issuable upon exercise of options held by such persons, which options are currently exercisable and shares issuable upon exercise of warrants held by such persons, which warrants are currently exercisable). As a result of such ownership, these stockholders will exert influence over all matters requiring approval by the stockholders of the Company, including the election of directors. One stockholder, Raymond Leclerc, has a contractual right to Board representation and the purchasers in the December Private Placement have the contractual right to Board representation in certain circumstances. Certain Charter and By-Law Provisions and Massachusetts Laws May Affect Stock Price. The Company's Restated Articles of Organization and By-laws contain provisions that may make it more difficult for a third party to acquire control of, or discourage acquisition bids for, the Company. In addition, certain Massachusetts laws contain provisions that may have the effect of making it more difficult for a third party to acquire control of, or discourage acquisition bids for, the Company. These provisions could limit the price that certain investors might be willing to pay in the future for shares of Common Stock. Shares Eligible for Future Sale. Sales of substantial amounts of Common Stock in the public market could have an adverse effect on the price of the Company's Common Stock. Approximately 7,637,612 shares of Common Stock are currently freely tradable on the open market. In addition, there were a total of 575,138 options to purchase Common Stock outstanding as of January 8, 1998 pursuant to the Company's stock option plans, and 399,672 of such options were vested and can be exercised at any time prior to their respective expiration dates. Lee H. Elizer, the 5 former Chief Executive Officer and President of MediaLogic ADL, is entitled to receive 8,000 shares of Common Stock in October 1998, which, under the terms of his separation agreement with the Company, are expected to be registered under the 1933 Act following their issuance. In June 1997, the Company registered for resale, on a registration statement on Form S-3 (the "June 1997 Registration Statement"), up to 3,565,656 shares of Common Stock issuable upon conversion of $3,530,000 aggregate principal amount of 7% convertible subordinated debentures due 2000 (the "March Debentures"), and interest thereon, issued by the Company to the selling stockholders named therein. The principal amount of the March Debentures is convertible at any time into shares of the Company's Common Stock based on a predetermined formula. In connection with the December Private Placement, all of the remaining holders of the March Debentures and the Company agreed to set a fixed conversion price for the March Debentures of $.90 per share of Common Stock until January 28, 1998 and thereafter the price at which the March Debentures will convert will be the lower of (i) $2.805, which amount is 120% of the average closing bid price of the Common Stock as calculated over the five trading-day period ending on March 21, 1997 and (ii) 80% of the average closing bid price of the Common Stock as calculated over the five trading-day period ending on the trading day immediately preceding the date of conversion (the "March Conversion Date Price"), subject to a $.90 minimum conversion price. Each individual $10,000 principal amount March Debenture may be converted only in its entirety. The March Debentures bear interest at the rate of 7% per year. Interest is payable only upon conversion of the March Debentures and, at the Company's option, is payable either in cash or in shares of the Company's Common Stock based on the average closing sale price of the Common Stock as calculated over the five trading-day period ending on the trading day immediately preceding the date of conversion. The Company registered 3,565,656 shares of Common Stock (the "Registered Shares") pursuant to the June 1997 Registration Statement to insure that there would be a sufficient number of registered shares in the event that the market price for the Company's Common Stock declined substantially. The Registered Shares represented the approximate number of shares which would be issuable upon conversion of the March Debentures (excluding shares issuable upon conversion of accrued interest) if the March Conversion Date Price were $0.99 per share. An aggregate of 3,063,222 shares have been offered pursuant to the Prospectus contained in the June 1997 Registration Statement as amended by Prospectus Supplement No. 1 dated December 31, 1997, which number includes (i) 2,231,000 shares issued as of December 31, 1997 for March Debentures already converted, (ii) 777,778 shares issuable upon conversion of the remainder of the March Debentures outstanding and (iii) 54,444 shares issuable upon conversion of approximately one year's accrued interest, based on an assumed March Conversion Date Price of $.90 per share for the principal amount and interest thereon of the March Debentures outstanding as of December 31, 1997. If the March Debentures become convertible into more than 3,565,656 shares, the Company would be obligated to register additional shares of Common Stock. Through January 26, 1998, approximately $2,930,000 aggregate principal amount of the March Debentures have been converted into 2,288,574 shares of Common Stock, and approximately $95,520 aggregate interest amount has been converted into 58,104 shares of Common Stock. In January 1998, the Company registered for resale, on a registration statement on Form S-3 (the "January 1998 Registration Statement"), 3,642,538 shares of Common Stock. Up to 891,668 of the shares of Common Stock included in the January 1998 Registration Statement are issuable upon conversion of $750,000 aggregate principal amount of 7% convertible debentures due 2000 (the "October Debentures"), and interest thereon, issued by the Company in the October Private Placement. The principal amount of the October Debentures is convertible at any time into shares of the Company's Common Stock based on a predetermined formula. The price at which the October Debentures will convert will be $.90 until January 28, 1998 and thereafter will be the lower of (i) $1.95, which amount is 120% of the average closing bid price of the Common Stock as calculated over the five trading-day period ending on October 29, 1997 and (ii) 80% of the average closing bid price of the Common Stock as calculated over the five trading-day period ending on the trading day immediately preceding the date of conversion (the "October Conversion Date Price"), subject to a $.90 minimum conversion price. The October Debentures bear interest at the rate of 7% per year. Interest is payable only upon conversion of the October Debentures and, at the Company's option, is payable either in cash or in shares of the Company's Common Stock based on the average closing sale price of the Common Stock as calculated over the five trading-day period ending on the trading day immediately preceding the date of conversion. The 891,668 shares included in the January 1998 Registration Statement represents the approximate number of shares which would be issuable upon conversion of the October Debentures (including shares issuable upon conversion of one year of accrued interest) if the October Conversion Date Price were $0.90 per share. If the October Debentures become convertible into more than 891,668 shares, the Company will be obligated to register additional shares of Common Stock. 6 650,870 of the shares of Common Stock included in the January 1998 Registration Statement are issuable upon exercise of warrants to purchase Common Stock (the "Advent Warrants") issued to ACFS Limited Partnership ("ACFS") and to Digital Media & Communications L.P. ("Digital Media") in connection with the March Private Placement. The Advent Warrants are exercisable at any time prior to September 22, 2001 at an exercise price of $3.00 per share of Common Stock. 900,000 of the shares of Common Stock included in the January 1998 Registration Statement are issuable upon exercise of warrants to purchase Common Stock (the "Adar Warrants") issued to Adar Equities LLC, ("Adar") in connection with the March Private Placement. The Adar Warrants are exercisable at any time prior to March 24, 2002 at an exercise price of $3.00 per share of Common Stock. 200,000 of the shares of Common Stock included in the January 1998 Registration Statement are issuable upon exercise of warrants to purchase Common Stock (the "Rochon Warrants") issued to Rochon Capital Group, Ltd. in connection with the March Private Placement. The Rochon Warrants are exercisable at an exercise price of $2.00 per share of Common Stock. 1,000,000 of the shares of Common Stock included in the January 1998 Registration Statement were issued to Raymond W. Leclerc in a private placement in September 1995. All of the shares registered for resale by the holders thereof which are included in the June 1997 Registration Statement and the January 1998 Registration Statement may be reoffered and resold in the public trading market from time to time during the period the Company has agreed to maintain the effectiveness of the registration statement registering those shares. 1,700,000 of the Shares offered hereby were issued to Imprimis and Wexford in the December Private Placement and 2,000,000 of the Shares offered hereby are issuable upon exercise of warrants (the "Wexford Warrants") to purchase Common Stock which were issued to Imprimis and Wexford in connection with the December Private Placement. 1,000,000 of the Wexford Warrants are exercisable at an exercise price of $3.00 per share and 1,000,000 of the Wexford Warrants are exercisable at an exercise price of $1.50 per share. The Wexford Warrants may be exercised at any time prior to December 29, 2002. 500,000 of the Shares offered hereby are issuable upon exercise of warrants (the "Adar October Warrants") to purchase Common Stock issued to Adar in connection with the October Private Placement. The Adar October Warrants are exercisable at any time during the period commencing January 26, 1998 and ending January 26, 2003 at an exercise price of $2.00 per share. 250,000 of the Shares offered hereby are issuable upon exercise of warrants (the "Adar December Warrants") to purchase Common Stock issued to Adar in connection with the December Private Placement. The Adar December Warrants are exercisable at any time during the period commencing March 29, 1998 and ending on March 29, 2003 at an exercise price of $2.00 per share. 250,000 of the Shares offered hereby are issuable upon exercise of warrants (the "Boston Group Warrants") to purchase Common Stock issued to Boston Group, L.P. in connection with the December Private Placement. The Boston Group Warrants are exercisable at any time during the period commencing March 29, 1998 and ending on March 29, 2003 at an exercise price of $2.00 per share. The Company has agreed to register for resale from time to time by the purchasers thereof the shares of Common Stock issued in the December Private Placement and the shares of Common Stock issuable upon exercise of the Wexford Warrants, the Adar October Warrants, the Adar December Warrants and the Boston Group Warrants. All of such shares registered for resale by the holders thereof may be reoffered and resold in the public trading market from time to time during the period the Company has agreed to maintain the effectiveness of the registration statement registering those shares. Absence of Dividends. The Company has not paid dividends since its inception and does not anticipate paying any dividends in the foreseeable future. Dilution. Dilution is likely to occur upon exercise of outstanding warrants and existing stock options and upon the conversion of the March Debentures and the October Debentures. See "--Shares Eligible For Future Sale." American Stock Exchange Listing. The Company does not fully satisfy the American Stock Exchange guidelines for continued listing and there is no assurance that the listing of the Common Stock on the American Stock Exchange will be continued. 7 THE COMPANY Media Logic, Inc. was incorporated in 1982 to develop and manufacture certification equipment to be used by manufacturers of flexible storage media such as floppy disks. The Company's principal product line is automated tape library systems for data storage and retrieval, which was introduced in fiscal year 1996. The Company's data storage libraries have been developed by MediaLogic ADL, Inc. ("MediaLogic ADL"), a subsidiary of the Company which was established in 1994 to develop, market and sell automated data storage libraries. In fiscal year 1996, MediaLogic ADL introduced automated tape libraries in 4mm and 8mm tape technologies and expects to introduce in fiscal year 1998, automated tape libraries with digital linear tape ("DLT") technology. Tape drives from a number of manufacturers are supported by the libraries as are system management and software configurations from a variety of vendors. In fiscal 1996, the Company sold only pre-production units, and began delivering production units in the second quarter of fiscal 1997. Potential customers for the ADL line of automated tape libraries are data dependent companies in all types of businesses. The certification, test and duplication product line, representing the Company's historical products, but which is not expected to be the basis for the bulk of the Company's future business, includes: (1) certifiers which are used by computer disk manufacturers to test each disk as it is manufactured and to sort disks into three industry established quality categories, (2) tape certification and evaluation equipment used by manufacturers and suppliers of magnetic tapes, to evaluate and qualify the quality of the tapes, and (3) floppy disk duplication equipment utilizing industrial disk drives which have been developed by the Company for use by software publishers and duplicators. The principal executive offices of the Company are located at 310 South Street, Plainville, Massachusetts 02762, and the Company's telephone number is (508) 695-2006. 8 SELLING STOCKHOLDERS 1,700,000 of the Shares offered hereby were issued to Imprimis and Wexford in the December Private Placement pursuant to a Securities Purchase Agreement between the Company and each of Imprimis and Wexford (the Securities Purchase Agreements have been filed as Exhibits 99.1 and 99.2, respectively, to the registration statement of which this Prospectus is a part). 2,000,000 of the Shares offered hereby are issuable upon exercise of the Wexford Warrants, which Warrants are filed as Exhibits 99.3, 99.4, 99.5 and 99.6 to the registration statement of which this Prospectus is a part. 500,000 of the Shares offered hereby are issuable upon exercise of the Adar October Warrants which were issued pursuant to a Warrant Agreement between the Company and Adar, which Warrant Agreement is filed as Exhibit 99.7 to the registration statement of which this Prospectus is a part. 250,000 of the Shares offered hereby are issuable upon exercise of the Adar December Warrants which were issued pursuant to a Warrant Agreement between the Company and Adar, which Warrant Agreement is filed as Exhibit 99.8 to the registration statement of which this Prospectus is a part. 250,000 of the Shares offered hereby are issuable upon exercise of the Boston Group Warrants which were issued pursuant to a Warrant Agreement between Boston Group, L.P. and the Company, which Warrant Agreement is filed as Exhibit 99.9 to the registration statement of which this Prospectus is a part. The following table sets forth information with respect to the beneficial ownership of the Company's Common Stock by the Selling Stockholders as of January 26, 1998, as adjusted to reflect the sale of the Common Stock offered hereby by each Selling Stockholder.
SHARES OWNED PRIOR SHARES OWNED TO OFFERING (1) NUMBER OF AFTER OFFERING (2) ----------------------- SHARES BEING ------------------ SELLING STOCKHOLDERS NUMBER PERCENT OFFERED NUMBER PERCENT - -------------------- ---------- ------- ------------ ------ ------- Imprimis SB L.P.(3)....................... 2,466,668 21.1% 2,466,668 0 --% Adar Equities LLC(4)...................... 1,650,000 13.7 750,000 0 -- Wexford Spectrum Investors LLC(5)......... 1,233,332 11.2 1,233,332 0 -- Boston Group, L.P. (6).................... 250,000 2.4 250,000 0 --
- ------------------------ (1) The number of shares of Common Stock issued and outstanding on January 26, 1998 was 10,378,611. The calculation of percentage ownership for each listed Selling Stockholder is based upon the number of shares of Common Stock issued and outstanding at January 26, 1998, plus the shares of Common Stock issuable upon exercise of warrants which are offered hereby by such Selling Stockholder. (2) Assuming all shares offered hereby are sold to unaffiliated third parties. (3) Includes 1,333,334 shares issuable upon exercise of the Wexford Warrants. (4) Includes 900,000 shares issuable upon exercise of the Adar Warrants, 500,000 shares issuable upon exercise of the Adar October Warrants and 250,000 shares issuable upon exercise of the Adar December Warrants. The 900,000 shares issuable upon exercise of the Adar Warrants are being offered pursuant to the Prospectus contained in the January 1998 Registration Statement (the "January 1998 Prospectus") and Adar's ownership after completion of the offering contemplated hereby assumes that such shares have been sold pursuant to the January 1998 Prospectus. (5) Includes 666,666 shares issuable upon exercise of the Wexford Warrants. (6) Represents shares issuable upon exercise of the Boston Group Warrants. 9 PLAN OF DISTRIBUTION The 4,700,000 shares of Common Stock of the Company offered hereby may be offered and sold from time to time by the Selling Stockholders, or by pledgees, donees, transferees or other successors in interest. The Selling Stockholders will act independently of the Company in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on the American Stock Exchange or otherwise, at prices related to the then current market price or in negotiated transactions, including pursuant to an underwritten offering or one or more of the following methods: (a) purchases by a broker-dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus; (b) ordinary brokerage transactions and transactions in which a broker solicits purchasers; and (c) block trades in which a broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction. In effecting sales, brokers or dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the Selling Stockholders or from the purchasers in amounts to be negotiated immediately prior to the sale. The Selling Stockholders may also sell such shares in accordance with Rule 144 under the 1933 Act. The Company has agreed to use its best efforts to maintain the effectiveness of the registration of the shares being offered hereunder until the earliest of (i) the fifth anniversary of the effectiveness of the Registration Statement of which this Prospectus is a part, (ii) such time as the shares of Common Stock offered hereby by Wexford and Imprimis may be sold pursuant to Section (k) of Rule 144 of the 1933 Act and (iii) the date that Wexford and Imprimis no longer own any of the Shares being offered hereby by them, subject to a minimum of nine months from the effectiveness of the Registration Statement of which this Prospectus is a part. The Selling Stockholders and any brokers participating in such sales may be deemed to be underwriters within the meaning of the 1933 Act. There can be no assurance that the Selling Stockholders will sell any or all of the shares of Common Stock offered hereunder. All proceeds from any such sales will be the property of the Selling Stockholders who will bear the expense of underwriting discounts and selling commissions, if any, and the Selling Stockholders' own legal fees, if any in connection with any such sales. LEGALITY OF COMMON STOCK The validity of the issuance of the shares of Common Stock offered hereby is being passed upon for the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts. Richard R. Kelly, Esq., a member of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., is the Clerk of the Company. EXPERTS The consolidated balance sheets of the Company as of March 31, 1997 and 1996 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended March 31, 1997, incorporated by reference in this Prospectus and elsewhere in the registration statement, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents filed by the Company with the Commission are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K and Amendment No. 1 to the Form 10-K on Form 10-K/A for the fiscal year ended March 31, 1997, filed pursuant to Section 13 or 15(d) of the 1934 Act (File No. 1-9605). (b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 1997 and September 30, 1997, filed pursuant to Section 13 or 15(d) of the 1934 Act (File No. 1-9605). (c) The Company's Current Report on Form 8-K filed with the Commission on December 31, 1997. (d) The description of the Company's capital stock contained in the Company's registration statement on Form 8-A under the 1934 Act (File No. 1-9605), including amendments or reports filed for the purpose of updating such description. All reports and other documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities covered by this Prospectus have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. 10 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution The following expenses incurred in connection with the sale of the securities being registered will be borne by the Registrant. Other than the registration fee, the amounts stated are estimates. SEC Registration Fee $ 2,576.00 AMEX Fees 17,500.00 Legal Fees and Expenses 15,000.00 Accounting Fees and Expenses 5,000.00 Miscellaneous 4,924.00 ---------- TOTAL $45,000.00 ---------- ---------- The Selling Stockholders other than Imprimis SB L.P. and Wexford Spectrum Investors LLC will bear the expense of their own legal counsel, if any. Item 15. Indemnification of Officers and Directors Article VI.A of the Company's Restated Articles of Organization provides that no Director of the Company shall be personally liable to the corporation or to any of its stockholders for monetary damages for any breach of fiduciary duty by such Director as a Director notwithstanding any provision of law imposing such liability; provided, however, that, to the extent required from time to time by applicable law, Article VI.A shall not eliminate the liability of a Director, to the extent such liability is provided by applicable law, (a) for any breach of a Director's duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law, (c) under Section 61 or Section 62 of the Business Corporation Law of the Commonwealth of Massachusetts, or (d) for any transaction from which the Director derived an improper personal benefit. No amendment to or repeal of Article VI.A shall apply to or have any effect on the liability or alleged liability of any Director for or with respect to any acts or omissions of such Director occurring prior to the effective date of such amendment or repeal. In addition, the Company's By-Laws provide as follows: Article First, Section 12. Indemnity. (a) The Corporation shall indemnify and reimburse out of the corporate funds any person (or the personal representative of any person) who at any time serves or shall have served as a Director, officer or employee of the Corporation, or as a Director, officer or employee of another Corporation the majority of the stock of which is owned by the Corporation, whether or not in office at the time, against and for any and all claims and liabilities to which he may be or become subject by reason of such service, and against and for any and all expenses necessarily incurred in connection with the defense or reasonable settlement of any legal or administrative proceedings to which he is made a party by reason of such service, except in relation to matters as to which he shall be finally adjudged not to have acted in good faith in the reasonable belief that his action was in the best interest of the Corporation or to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. In effecting such indemnity and reimbursement, the stockholders may enter into such agreements and direct the officers of the Corporation to make such payment or payments and take such other action (including employment of counsel to defend against such claims and liabilities) as may in their judgment be reasonably necessary or desirable. Such indemnification or reimbursement shall not be deemed to exclude any other rights or privileges to which such person may be entitled. (b) The Board of Directors may by vote act to indemnify any or all officers of the Corporation from liability for acts done by them in good faith on behalf of the Corporation. (c) The Directors may vote to defray the expense of defending any claims brought against one or more Directors or other Officers on account of any action purported to have been done in any official capacity, and may vote to reimburse any such Director or other Officer for any sum paid by him to settle any such claim; provided that if it shall be finally determined by judgment or decree of any court that any such Director or other Officer is personally liable on account of any such claim, he shall reimburse the Company for his pro rata share of any expense so defrayed or reimbursement so made by the Company. (d) To the extent legally permissible, the Corporation shall indemnify each of its Directors and Officers against all liabilities including expenses imposed upon or reasonably incurred by him in connection with any action, suit or other proceeding in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his acts II-1 or omissions as such Director or Officer, unless in such proceeding he shall be finally adjudged liable by reason of dereliction in the performance of his duty as such Director or Officer; provided, however, that such indemnification shall not cover liabilities in connection with any matter which shall be disposed of through a compromise payment by such Director or Officer, pursuant to a consent decree or otherwise, unless such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification, by a vote of the Board of Directors in which no interested Director participates, or by a vote or the written approval of the holders of a majority of the outstanding stock at the time having the right to vote for Directors, not counting as outstanding any stock owned by any interested Director or Officer. The rights of indemnification hereby provided shall not be exclusive of or affect any other rights to which any Director or Officer may be entitled. As used in this paragraph, the terms "Director" and "Officer" include their respective heirs, executors and administrators, and an "interested" Director or Officer is one against whom as such the proceedings in question or another proceeding on the same or similar grounds is then pending. Item 16. Exhibits. Exhibit Number Description - ------- ----------- 4.1 Article 4 of Restated Articles of Organization of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1993) 4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-18, No. 33-14722-B, effective July 23, 1987) 4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form S-18, No. 33-14722-B, effective July 23, 1987) 5* Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with respect to the legality of the securities being registered 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see Exhibit 5) 24 Power of Attorney (contained on the signature page of this Registration Statement) 99.1 Securities Purchase Agreement between Media Logic, Inc. and Imprimis SB L.P. dated December 22, 1997 99.2 Securities Purchase Agreement between Media Logic, Inc. and Wexford Spectrum Investors LLC dated December 22, 1997 99.3 Warrant to Purchase Shares of Common Stock, par value $.01 per share, of Media Logic, Inc. (Warrant No. WX-1) dated December 29, 1997 99.4 Warrant to Purchase Shares of Common Stock, par value $.01 per share, of Media Logic, Inc. (Warrant No. WX-2) dated December 29, 1997 99.5 Warrant to Purchase Shares of Common Stock, par value $.01 per share, of Media Logic, Inc. (Warrant No. WX-3) dated December 29, 1997 99.6 Warrant to Purchase Shares of Common Stock, par value $.01 per share, of Media Logic, Inc. (Warrant No. WX-4) dated December 29, 1997 99.7 Warrant Agreement between Media Logic, Inc. and Adar Equities LLC, dated as of October 29, 1997 99.8* Warrant Agreement between Media Logic, Inc. and Adar Equities LLC, dated as of January 9, 1998 99.9* Warrant Agreement between Media Logic, Inc. and Boston Group, L.P. dated as of January 9, 1998 II-2 * To be filed by amendment Item 17. Undertakings. A. Rule 415 Offering The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the 1933 Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant with or furnished to the Commission pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. Filings Incorporating Subsequent Exchange Act Documents by Reference The undersigned registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Request for Acceleration of Effective Date or Filing of Registration Statement on Form S-8 Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Plainville, Massachusetts on January 28, 1998. MEDIA LOGIC, INC. By: /s/ William E. Davis ---------------------------- William E. Davis, Jr. Chief Executive Officer and President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William E. Davis, Jr. and Paul M. O'Brien, or any of them, his attorneys-in-fact, and agents each with the power of substitution, for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signatures Title Date - ------------ ------- ----- /s/ William E. Davis Director and Chief January 28, 1998 - -------------------- Executive Officer and President William E. Davis, Jr. (principal executive officer) /s/ Paul M. O'Brien Vice President and Chief Financial January 28, 1998 - ---------------------- Officer (principal financial and Paul M. O'Brien accounting officer) /s/ Joseph L. Mitchell Director January 27, 1998 - ---------------------- Joseph L. Mitchell Director January 28, 1998 - ---------------------- Francis S. Wyman /s/ Raymond W. Leclerc Director January 28, 1998 - ---------------------- Raymond W. Leclerc /s/ Michael Salter Director January 21, 1998 - --------------------- Michael Salter MEDIA LOGIC, INC. INDEX TO EXHIBITS FILED WITH FORM S-3 REGISTRATION STATEMENT Exhibit Sequential Number Description Page No. - ------- ----------- ---------- 4.1 Article 4 of Restated Articles of Organization of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1993) 4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-18, No. 33-14722-B, effective July 23, 1987). 4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form S-18, No. 33-14722-B, effective July 23, 1987) 5* Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with respect to the legality of the securities being registered 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (reference is made to Exhibit 5) 24 Power of Attorney contained on the signature page of this Registration Statement) 99.1 Securities Purchase Agreement between Media Logic, Inc. and Imprimis SB L.P. dated December 22, 1997 99.2 Securities Purchase Agreement between Media Logic, Inc. and Wexford Spectrum Investors LLC dated December 22, 1997 99.3 Warrant to Purchase Shares of Common Stock, par value $.01 per share, of Media Logic, Inc. (Warrant No. WX-1) dated December 29, 1997 99.4 Warrant to Purchase Shares of Common Stock, par value $.01 per share, of Media Logic, Inc. (Warrant No. WX-2) dated December 29, 1997 99.5 Warrant to Purchase Shares of Common Stock, par value $.01 per share, of Media Logic, Inc. (Warrant No. WX-3) dated December 29, 1997 99.6 Warrant to Purchase Shares of Common Stock, par value $.01 per share, of Media Logic, Inc. (Warrant No. WX-4) dated December 29, 1997 99.7 Warrant Agreement between Media Logic, Inc. and Adar Equities LLC, dated as of October 29, 1997 99.8* Warrant Agreement between Media Logic, Inc. and Adar Equities LLC, dated as of January 9, 1998 99.9* Warrant Agreement between Media Logic, Inc. and Boston Group, L.P. dated as of January 9, 1998 * To be filed by amendment EX-23.1 2 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated May 19, 1997 included in Media Logic Inc.'s Form 10-K for the year ended March 31, 1997 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ------------------------ ARTHUR ANDERSEN LLP Boston, Massachusetts January 27, 1998 EX-99.1 3 EX-99.1 Exhibit 99.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as December 22, 1997, is entered into by and between MEDIA LOGIC, INC., a Massachusetts corporation (the "Company"), and Imprimis SB L.P., a Delaware limited partnership (the "Buyer"). W I T N E S S E T H: WHEREAS, the Company and the Buyer are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded, inter alia, by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), and/or Section 4(2) of the 1933 Act; and WHEREAS, the Buyer wishes to purchase, upon the terms and subject to the conditions of this Agreement, shares of the common stock, $.01 par value per share, of the Company (the "Common Stock"), upon the terms and subject to the conditions set forth herein; NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. AGREEMENT TO PURCHASE; PURCHASE PRICE. a. Purchase. Upon the terms and subject to the conditions set forth in this Agreement, the undersigned hereby agrees to purchase from the Company 1,133,334 shares (the "Shares") of Common Stock for ninety cents ($0.90) per share, for an aggregate purchase price (the "Purchase Price") of $1,020,000.60. The Purchase Price for the Shares shall be payable in United States Dollars. b. Form of Payment. In consideration of the issuance and sale of the Shares and the Warrants (as hereinafter defined) by the Company to the Buyer, the Buyer shall pay the Purchase Price by delivering immediately available good funds in United States Dollars pursuant to the wire instructions set forth in Section 1(c). Immediately upon payment by the Buyer to the Company of the Purchase Price of the Shares, the Company shall deliver certificates evidencing such Shares duly executed on behalf of the Company and countersigned by the Company's transfer agent to the Buyer, together with warrant certificates, the form of which is attached hereto as ANNEX I hereto, evidencing the Warrants (the "Warrants"), duly executed on behalf of the Company, and the Shares and Warrants shall each be free and clear of all security interests, liens, pledges, charges, escrows, options, rights of first refusal, encumbrances, agreements, arrangements, commitments or other claims of any kind or character (collectively, the "Claims"). The obligation of the parties hereto as set forth in this Section 1(b) are subject to the satisfaction of the conditions set forth (i) in the case of the Buyer, in Section 7(c) and (ii) in the case of the Company, in Section 6(d), each of which may not be waived by either party hereto. c. Method of Payment. Payment of the Purchase Price shall be made by wire transfer of funds to the Company in accordance with the following instructions: FLEET BANK OF MA Account Name MEDIALOGIC, INC. Account No. 050-0759123 Bank ABA #011500010 SWIFT address: FLTBUS3B Bank Phone # 800/841-4000 Please reference invoice # on Transfer d. Affiliates. For purposes of this Agreement (except as expressly defined in Section 3(t) solely for purposes of Section 3(t)), "Affiliate" shall mean (a) such as is defined in the Securities Exchange Act of 1934, as amended, and (b) as to each other, IMPRIMIS SB L.P. and WEXFORD SPECTRUM INVESTORS LLC. 2. BUYER REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Buyer represents and warrants to, and covenants and agrees with, the Company as follows: a. Without limiting Buyer's right to sell the Shares pursuant to the Registration Statement (as hereinafter defined), the Buyer is purchasing the Shares in the ordinary course of its business and for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof or any arrangement or understanding with any other persons regarding the distribution or purchase of such Shares; b. The Buyer is (i) an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3), (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Shares; c. All subsequent offers and sales of the Shares by the Buyer shall be made pursuant to registration of the Shares under the 1933 Act or pursuant to an exemption from registration; d. The Buyer understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgments and 2 understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Shares; e. The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by the Buyer. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, the Buyer has also had the opportunity to obtain and to review the Company's (1) Annual Report on Form 10-K for the fiscal year ended March 31, 1997 (the "Form 10-K"), (2) Amendment No. 1 to the Form 10-K on Form 10-K/A, (3) Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 1997 and September 30, 1997 and (4) Proxy Statement dated August 11, 1997 (collectively, the "Company's SEC Documents"). f. The Buyer, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to making an investment decision like that involved in the purchase of the Shares and the Buyer understands that its investment in the Shares involves a high degree of risk; g. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares; h. The Buyer has full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid and binding agreement of the Buyer enforceable in accordance with its terms, subject as to enforceability to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity) and to bankruptcy, insolvency, fraudulent transfer, reorganization moratorium and other similar laws affecting creditors' rights generally. i. Neither the Buyer, nor any affiliate of the Buyer, has any present intention of entering into, any put option, short position, or other similar position with respect to the Shares. 3. COMPANY REPRESENTATIONS, WARRANTIES, ETC. The Company represents and warrants to the Buyer that: a. Organization, Standing and Power. (i) The Company and its wholly-owned subsidiary, MediaLogic ADL, Inc. (the "Subsidiary"), are duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and the State of Delaware, respectively, and each has all requisite corporate power and authority to own, lease and operate its respective properties and to carry on its respective businesses as now being conducted 3 and as currently proposed to be conducted. The Company and the Subsidiary are duly qualified to do business and are in good standing in each jurisdiction in which such qualification is necessary because of the property owned, leased or operated by them or because of the nature of their business as now being conducted, except for those jurisdictions where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), operations, business, assets, liabilities, earnings or prospects of the Company and the Subsidiary taken as a whole ("Material Adverse Effect"). (ii) The Company has, prior to the execution and delivery by the Company of this Agreement, delivered to the Buyer a true and complete copy of the Certificate of Incorporation (together with any amendments thereto) and the By-laws of the Company. The minute books of the Company are true and complete in all material respects. b. Securities Purchase Agreement; Warrants and Stock. The Company has all requisite corporate power and authority to execute and deliver this Agreement, the certificates evidencing the Warrants, and the certificates evidencing the Shares and to perform all of its obligations and undertakings under such agreements and to carry out the transactions contemplated under such agreements. This Agreement, the certificates evidencing the Shares and the Warrants and the transactions contemplated thereby, and the issuance and sale of the Shares and the Warrants, have each been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery or performance by the Company of this Agreement or the Warrants. This Agreement has been duly executed and delivered by the Company and this Agreement is, and the Warrants, when executed and delivered by the Company, will be, valid and binding agreements of the Company enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity) and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally. c. Capitalization; Equity Interests. (i) As of the date of this Agreement, the authorized capital stock of the Company consists solely of 20,000,000 shares of Common Stock, of which 8,563,660 shares are issued and outstanding. The outstanding shares of Common Stock have been duly authorized and issued and are fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, 4 subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder. (ii) Except for this Agreement, the Warrants and as set forth in Schedule 3(c) of the Disclosure Schedule, (x) there are no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote, (y) there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Common Stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call right, commitment, agreement, arrangement or undertaking and (z) there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or other voting securities of the Company or any securities of the type described in clauses (x) or (y) above. No dividends on any shares of Common Stock have been declared but not yet paid. (iii) Except for the Subsidiary, the Company does not have any subsidiaries or own or hold, directly or indirectly, any equity or other security interests in any corporation, partnership, limited liability company, joint venture or other entity. The Company is not subject to any liability for any claim that the Company violated any applicable Federal or state securities laws in connection with the issuance of Common Stock or other securities. There are no restrictions on the transfer of shares of Common Stock other than those imposed by relevant state and Federal securities laws. There are no voting trusts, voting agreements, proxies or other agreements or instruments with respect to the voting of the Common Stock to which the Company is a party, or to the best of the knowledge of any of the Company's officers, directors or employees (the "Company's Knowledge"), among or between any persons other than the Company. Except as set forth in Schedule 3(c) of the Disclosure Schedule, no person has the right to demand or other rights to cause the Company to file any registration statement under the 1933 Act relating to any securities of the Company presently outstanding or any right to participate in any such registration statement. (iv) The Company has registered its Common Stock pursuant to Section 12 of the Exchange Act, and the Common Stock is listed and traded on the American Stock Exchange ("AMEX"). d. Non-contravention. The execution and delivery of this Agreement and the Warrants by the Company, the issuance of the Shares and the Warrants, and the consummation by the Company of the other transactions contemplated by this Agreement, the Warrants and compliance by the Company with any of the provisions hereof or thereof do not and will not conflict with or result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a 5 right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to any increased, additional, accelerated or guaranteed rights or entitlement of any person or entity under, or result in the creation of any Claim on the properties or assets of the Company under (i) the restated articles of organization or by-laws of the Company, (ii) any indenture, mortgage, note, bond, license, lease, contract, commitment, arrangement, deed of trust, or other material agreement or instrument to which the Company is a party or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock except as herein set forth, (iii) to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or (iv) to its knowledge, any judgment, decree or order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Company or any of its properties or assets (v) any license, franchise, permit or other similar authorization held by the Company, except such conflict, breach or default which would not have a Material Adverse Effect on the transactions contemplated herein. e. Financial Statements. (i) The consolidated financial statements (the "Financial Statements") of the Company set forth in the (A) Company's Annual Report on Form 10-K for the year ended March 31, 1997, reported on by Arthur Andersen LLP, (B) Amendment No. 1 to the Form 10-K on Form 10-K/A, and (C) Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 1997 and September 30, 1997, in each case fairly present the consolidated financial position of the Company as of such dates and the consolidated results of operation and cash flows for such periods then ended in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. Arthur Andersen LLP is an independent accountant as defined under the 1933 Act and the rules and regulations promulgated thereunder. (ii) All reserves established by the Company are reflected on the balance sheets contained in the Financial Statements or in the footnotes to the Financial Statements of the Company and in management's reasonable estimate are adequate in the aggregate and there are no loss contingencies that are required to be accrued by Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for on such balance sheets. As of the date hereof, except for liabilities (A) reflected on or reserved against on the balance sheet as of September 30, 1997 (the "Latest Balance Sheet") (B) incurred in the ordinary course of the Company's business and consistent with past practice or (C) contemplated by this Agreement, the Company has no liabilities (absolute, accrued, fixed, contingent, known, unknown or otherwise) which would be required by GAAP to be reflected or reserved against on the balance sheet of the Company and which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (iii) Any forecasts and projections previously delivered to the Buyer by the Company have been prepared in good faith and on the basis of assumptions that are fair and reasonable in light of current and reasonably foreseeable circumstances. 6 f. Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Shares or the Warrants to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained and except as contemplated in Section 4(s) of this Agreement. g. SEC Filings. None of the SEC filings with the Securities and Exchange Commission since the filing of the 10-K on March 31, 1997 contained, at the time they were filed, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein in light of the circumstances under which they were made, not misleading. The Company has since December 22, 1996 timely filed all requisite forms, reports and exhibits thereto with the Securities and Exchange Commission. h. Absence of Changes. Except as set forth on Schedule 3(h) of the Disclosure Schedule and except as may apply in the context of the Securities Purchase Agreement entered into between the Company and an Affiliate of the Buyer of even date herewith (the "Affiliate Purchase Agreement"), since September 30, 1997, the Company and the Subsidiary have operated in the ordinary course consistent with past practice and there has not been: (i) any event, occurrence or development or state of circumstances of facts which has had or would reasonably be expected to have a Material Adverse Effect; (ii) any payment, discharge or satisfaction of any Claim or obligation of the Company or the Subsidiary or any amendment, termination or waiver of any rights of value to the Company or the Subsidiary, except in the ordinary course of business and consistent with past practice; (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of Common Stock of the Company or the Subsidiary any direct or indirect redemption, purchase or other acquisition of any such shares; (iv) any creation of any Claim on, or any assignment or other disposition of, any property of the Company or the Subsidiary, except in the ordinary course of business consistent with past practice, and which Claims, assignments and dispositions together with all other such Claims, assignments and dispositions would not have a Material Adverse Effect; (v) any write-down of the value of any asset of the Company or the Subsidiary or any write-off as uncollectible of any accounts or notes receivable or any portion thereof, other than write-downs or write-offs which in the aggregate do not exceed $25,000; 7 (vi) any capital expenditure or commitment or addition to property, plant or equipment of the Company or the Subsidiary, individually or in the aggregate, in excess of $25,000; (vii) (A) any change in any bonus, commission, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment or (B) any increase in any such compensation, bonus, commission, pension, profit sharing or other benefit payable now or in the future to any shareholder, director or officer of the Company or the Subsidiary, or any Affiliate (as defined in the Exchange Act) of such person (or, in each case, the entering into of any agreement to effect the same); (viii) any obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by the Company or the Subsidiary, other than obligations incurred in the ordinary course of business and consistent with past practice; (ix) any issuance or sale, or any contract entered into for the issuance or sale, of any shares of capital stock or securities convertible into or exercisable for shares of capital stock of the Company or the Subsidiary; (x) any cancellation of any debts or claims or any amendment, termination or waiver of any rights of value to the Company or the Subsidiary; (xi) any material damage, destruction or loss (whether or not covered by insurance) affecting any asset or property of the Company or the Subsidiary; (xii) any change in the independent public accountants of the Company or the Subsidiary or in the accounting methods or accounting practices followed by the Company or the Subsidiary or any change in depreciation or amortization policies or rates; or (xiii) any agreement, whether in writing or otherwise, to take any of the actions specified in the foregoing items (i) through (xii). i. Full Disclosure. There is no fact known to the Company (other than general economic conditions known to the public generally) or as disclosed in the documents referred to in Section 2(e), that has not been disclosed in writing to the Buyer that (i) would reasonably be expected to have a material adverse effect on the business or financial condition of the Company or the Subsidiary or (ii) would reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to this Agreement. j. Absence of Litigation. Except as set forth in Schedule 3(j) of the Disclosure Schedule, there is no action, suit, claim, legal, or administrative or arbitration proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company or the Subsidiary, 8 wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on the business or financial condition of the Company or the Subsidiary or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. k. Absence of Events of Default. Except as set forth in Schedule 3(k) of the Disclosure Schedule, no Event of Default, as defined in the respective agreement to which the Company is a party, and no event which, with the giving of notice or the passage of time or both, would become an Event of Default (as so defined), has occurred and is continuing, which would have a Material Adverse Effect on the Company's financial condition or results of operations. l. Assets, Property And Related Matters; Real Property. (i) The Company or the Subsidiary has good title to, or a valid leasehold interest in, as applicable, all of the assets reflected on the Financial Statements, free and clear of all Claims. To the Company's Knowledge, such assets (other than inventory) are in good operating condition and repair, subject to ordinary wear and tear and constitute all of the properties, interests, assets and rights held for use or used in connection with the business and operations of the Company or the Subsidiary and constitute all those necessary to continue to operate the business of the Company or the Subsidiary, as the case may be, consistent with current and historical practice. (ii) All leases of real property to which the Company or the Subsidiary is a party ("Leases"), as set forth in Schedule 3(1) of the Disclosure Schedule, are in writing and in full force and effect and constitute valid and binding obligations of the Company and, to the Company's Knowledge, of the other parties thereto, enforceable in accordance with their respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. The Company or the Subsidiary holds good and valid title to the leasehold interests under the Leases for the term of each such Lease, free and clear of all Claims. The Leases have not been modified in any material respect, except to the extent that such modifications are disclosed, in writing, in a copy delivered to the Buyer. There exists no material default, or any event which upon notice or the passage of time, or both, would give rise to any material default, in the performance of the Company or the Subsidiary or, to the Company's Knowledge, by any lessor under any such lease. Except as disclosed on Schedule 3(l) of the Disclosure Schedule, the Company or the Subsidiary have not, and to the Company's Knowledge, no other person has, granted any oral or written right to anyone other than the Company or the Subsidiary to lease, sublease or otherwise occupy any of its properties through the end of the applicable lease periods. (iii) The Company does not own, and has not previously owned, any real property. 9 m. Patents, Trademarks and Similar Rights.(h)Patents, Trademarks and Similar Rights (i) Set forth on Schedule 3(m) of the Disclosure Schedule is a true and complete list of the patents, patent applications, trademarks (registered or unregistered) and service marks (and any applications or registrations therefor), trade names, corporate names, copyrights, copyright registrations and other intellectual property that currently exists in written form owned or filed by, or licensed to, the Company or the Subsidiary or used in the conduct of the Company's or the Subsidiary's business as presently conducted ("Intellectual Property"). With respect to registered trademarks, Schedule 3(m) of the Disclosure Schedule sets forth a list of all jurisdictions in which such trademarks are registered or applied for and all registration and application numbers. To the Company's Knowledge, the Company has all rights to Intellectual Property as are used or are necessary in connection with the businesses of the Company and the Subsidiary as presently conducted, and the Company owns, or has the right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of and sublicense, without payment to any other person or entity, all Intellectual Property free and clear of all Claims whatsoever. The consummation of the transactions contemplated hereby will not conflict with, alter or impair any such right. (ii) Neither the Company nor the Subsidiary has granted any options, licenses or agreements of any kind relating to Intellectual Property or the marketing or distribution thereof. Neither the Company nor the Subsidiary is bound by or a party to any options, licenses or agreements of any kind relating to the intellectual property of any other person or entity. The conduct of the business of the Company and of the Subsidiary as presently conducted does not, to the Company's Knowledge, violate, conflict with or infringe the intellectual property of any other person or entity. No claims are pending, or to the Company's Knowledge, threatened, against the Company or the Subsidiary by any person or entity with respect to the ownership, validity, enforceability, effectiveness or use of any Intellectual Property and, during the past three years, neither the Company nor the Subsidiary has received any communications alleging that the Company has violated any rights relating to intellectual property of any person or entity. n. Agreements.(j)Agreements (i) Schedule 3(n) of the Disclosure Schedule contains a true and complete list or description of all written or oral contracts, agreements and other instruments ("Contracts") to which the Company or the Subsidiary is a party (A) relating to indebtedness for money borrowed or the deferred purchase price of property or services or capital leases in excess of $50,000, (B) relating to any forward commitments or to other commitments in excess of $50,000 in any given year, (C) relating to any joint venture, partnership or limited liability company; (D) relating to the employment or compensation of any director, officer or shareholder of the Company or the Subsidiary, or any Affiliate of such companies, and not disclosed in the proxy statement filed in connection with the Company's fiscal year ended March 31, 1997, (E) relating to the employment or compensation of any employee, consultant, independent contractor or other agent of the Company or the Subsidiary, or any Affiliate of such companies, involving a payment in excess of $50,000 in any given year, (F) relating to the sale or other disposition of any assets, properties or rights (other than the sale of inventory), (G) which restricts the Company's 10 or the Subsidiary's ability to do business in any geographic area or grants to any person exclusive or similar rights in any line of business or in any geographic area, (I) which restricts the Company's or the Subsidiary's ability from soliciting employees of another entity or restricts another entity's ability from soliciting the Company's or the Subsidiary's employees, (J) relating to the lease of any machinery, equipment, vehicle or other personal property owned by any other person or entity, for which the annual rental exceeds $50,000; (K) relating to the lease of any real or personal property to any other person or entity, for which the annual rental exceeds $50,000; (L) relating to any advance, loan, extension of credit or capital contribution to, or other investment in, any person or entity not in excess of $50,000 in the aggregate; or (M) that is otherwise material to the business, properties or assets of the Company or the Subsidiary and entered into other than in the ordinary course of business. (ii) All Contracts are valid, binding and in full force and effect as to the Company or the Subsidiary and neither the Company nor, to the Company's Knowledge, any other party thereto is in breach or violation of, or default under, any such Contracts in any material respect. o. Related Party Transactions(n)Related Party Transactions . Except as set forth on Schedule 3(o) of the Disclosure Schedule, no current or former partner, director, officer, employee or shareholder of the Company or the Subsidiary or any associate or Affiliate thereof, or any parent, spouse, child, brother, sister or any other relative with a relationship (by blood, marriage or adoption) of not more remote than first cousin of any of the foregoing (collectively, "Family Members"), is presently, or during the 12-month period ending on the date of this Agreement has been, directly or indirectly (i) a party to any transaction with the Company (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer, employee or shareholder or such associate) or (ii) to the Company's Knowledge, the direct or indirect owner of an interest in any corporation, firm, association or business organization (other than the ownership of less than two percent (2%) of the outstanding capital stock of any publicly traded entity) which is a present (or potential) competitor, lender, broker or customer of the Company or the Subsidiary, nor does any member of management or any of their Family Members receive income from any source other than the Company or the Subsidiary which relates to the Company's or the Subsidiary's business or should properly accrue to the Company or the Subsidiary. Schedule 3(o) of the Disclosure Schedule sets forth a list of all Family Members who are currently employed or who were employed by the Company or the Subsidiary at any time during the last three fiscal years together with a description of job, title and annual salary and bonus for each such person. Neither the Company nor the Subsidiary has any loans outstanding to any employee, officer, director or shareholder of the Company or the Subsidiary or to any Family Member. p. Disclosure. No representation, warranty or statement of the Company contained in this Agreement, or any other agreement contemplated by this Agreement, or any certificate, schedule, annex or other writing furnished to the Buyer by the Company, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained herein or therein, in light of the circumstances under which they were made, not misleading. 11 q. Investment Company Act(s)Investment Company Act . The Company is not an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the SEC thereunder. r. Securities Act(t)Securities Act of 1933 . Assuming that the representations and warranties of the Buyer contained in Article 2 are true and correct, the Company has complied with all applicable Federal and state securities laws in connection with the issuance and sale of the Shares. Neither the Company nor anyone acting on its behalf has offered to sell the Shares or similar securities to, or solicited offers with respect thereto from, or entered into any preliminary conversations or negotiations relating thereto with, any person, so as to bring the issuance and sale of such Shares under the registration provisions of the 1933 Act. s. Brokers(u)Brokers . Other than the Placement Agents (as defined below), no agent, broker, investment banker, person or firm acting on behalf of the Company or under the authority of the Company is or will be entitled to any broker's or finder's fee or any other commission or similar fee directly or indirectly from any of the parties in connection with any of the transactions contemplated by this Agreement. t. Small Business Matters(u)Brokers . The Company, together with its "Affiliates" (as that term is defined in Title 13, Code of Federal Regulations, e121.103), is a "small business concern" within the meaning of the Small Business Investment Act of 1958 and the regulations thereunder (the "SBIC Act"), including Title 13, Code of Federal Regulations, e121.301. The information set forth in the Small Business Administration Forms 480, 652 and Section A of Form 1031 which have been delivered on or prior to the date hereof to the SBIC, regarding the Company is accurate and complete. Neither the Company nor the Subsidiary or Affiliates thereof presently engages in, and it shall not hereafter engage in, any activities , nor shall the Company or its Subsidiary or Affiliates thereof use directly or indirectly the proceeds from the sale of the shares of the capital stock of the Company hereunder (including the Warrants and any capital stock issued respect hereof) for any purpose for which a "small business investment company" (an "SBIC") (as defined in Section 103(3) of the SBIC Act) is prohibited from providing funds by the SBIC Act, including Title 13, Code of Federal Regulations Section, Section 107.720.G. 4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS. a. Restrictions On Transferability. The Company shall not be required to register the transfer of any Shares on the books of the Company unless: (i) such securities have been registered under applicable Federal and state securities laws, (ii) such shares are being transferred pursuant to Rule 144, or any successor rule, promulgated under the 1933 Act or (iii) the Company shall have been provided with an opinion of counsel reasonably satisfactory to it to the effect that the proposed transfer is exempt from the registration requirement of the 1933 Act and the relevant state securities laws. 12 b. Restrictive Legend. The Buyer acknowledges and agrees that until such time as the Shares have been registered under the 1933 Act as contemplated herein and sold in accordance with an effective registration statement, the Shares shall bear a restrictive legend in substantially the following form: THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES, A TRANSFER PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE, UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL OR OTHER REASONABLE ACCEPTABLE EVIDENCE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. c. Filings. The Company undertakes and agrees to make all necessary filings in connection with the sale of the Shares and the Warrants to the Buyer under any United States laws and regulations and any applicable state securities or "Blue Sky" laws, or by any domestic securities exchange or trading market, and to provide a copy thereof to the Buyer promptly after such filing. d. Reporting Status. So long as the Buyer beneficially owns any of the Shares, the Company shall file all reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act") even if the Exchange Act or the rules and regulations thereunder would permit such termination. e. Use of Proceeds. (i) The Company will use the proceeds from the sale of the Shares and the Warrants and the exercise of any Warrants (excluding amounts paid by the Company for legal fees and finder's fees in connection with the sale of the Shares and the Warrants) for internal working capital purposes, and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership enterprise or other person. (ii) The proceeds from the sale of the shares of capital stock of the Company (including the Warrants and any capital stock issued in respect thereof) pursuant to this Agreement (the "Proceeds") shall be used by the Company for general corporate purposes. The Company, the Subsidiary and Affiliates thereof shall provide to representatives of the Buyer which is an SBIC and the SBA reasonable access to its books and records for the purpose of confirming such use of the Proceeds or for other purposes related to the qualifications of the financing provided hereunder or under any of the Documents. If the Company breaches its representations and warranties made in Section 3(t) in any materials respect, such SBIC may elect that any shares of the Company's capital stock and the Warrants held by such SBIC be repurchased by the Company at original cost plus accrued dividends or interest thereon. 13 (iii) So long as an SBIC holds any securities of the Company, the Company, its subsidiaries and Affiliates thereof will comply at all times with the non-discrimination requirements of 13 C.F.R. Parts 112, 113 and 117. (iv) Within 45 days after the end of each fiscal year, and at any other time reasonably requested by any SBIC, the Company shall deliver to such SBIC a written assessment, in form and substance satisfactory to such SBIC of the economic impact of such SBIC's investment in the Company, specifying (1) the full-time equivalent jobs created or retained in connection with the investment, and (2) the impact of the investment on the Company's business in terms of revenue and profits, and on taxes paid by the Company, its subsidiaries and Affiliates thereof and their respective employees. Upon advance written request, the Company promptly (and in any event within 20 days of such request) shall furnish to any SBIC all information (1) reasonably requested by such SBIC in order for such SBIC to comply with the requirements of 13 C.F.R. Section 107.620 or to prepare and file Small Business Administration Form 468 and (2) reasonably requested or required by any Governmental Authority asserting jurisdiction over such SBIC. Any submission of financial information pursuant to this Section shall be under cover of a certificate executed by the president, chief executive officer, chief financial officer or treasurer of the Company certifying that such information (1) relates to the Company, its subsidiaries and affiliates thereof (2) is accurate and (3) if applicable, has been audited by the Company's independent auditors. f. Broker's Fees. The Buyer acknowledges that the Company intends (i) to pay The Boston Group, L.P. and First Granite Securities, Inc. (together, the "Placement Agents") fees of ten percent (10%) and two percent (2%), respectively, of the Purchase Price paid by the Buyer, and (ii) to issue to the Placement Agents warrants to purchase an aggregate of 250,000 shares of Common Stock of the Company (the "Placement Agent Warrants", such aggregate being the total number of Placement Agent Warrants to be issued under this Agreement and the Affiliate Purchase Agreement) with an exercise price per share equal to the greater of (a) $2.00 and (b) the Market Price (as defined in Section 4(h) of this Agreement). g. Expenses. The Company shall pay the Buyer a non-accountable expense reimbursement (the "Expense Reimbursement") of $50,000 to cover the Buyer's expenses, including legal fees and disbursements. The Expense Reimbursement shall be payable in United States Dollars. In addition, the Company shall pay any and all stamp and other documentary taxes payable or determined to be payable in connection with the issuance of the Shares and agrees to hold the Buyer harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. h. Warrants. The Company shall issue to the Buyer the Warrants, which shall consist of five-year warrants to purchase 1,333,334 shares of Common Stock (the "Exercise Shares") of which (i) Warrants to purchase 666,667 shares of Common Stock shall be exercisable at a price per share equal to the greater of (a) $1.50 or (b) the closing or last price of the Common 14 Stock on the Composite Tape or other comparable reporting system for the trading day immediately preceding the Closing Date (the "Market Price"), and (ii) Warrants to purchase 666,667 shares of Common Stock shall be exercisable at a price per share such that the weighted average exercise price of the 1,333,334 Warrants issued by the Company to the Buyer under this Agreement shall equal (a) $2.25, if the exercise price of the Warrants issued under Section 4(h)(i) is less than or equal to $1.75, or (b) $2.15, if the exercise price of the Warrants issued under Section 4(h)(i) is greater than $1.75; provided, however, that in no case will the exercise price of any Warrants be less than the Market Price. i. Board of Directors. The Company's Board of Directors shall refrain from filling one of its two currently existing vacancies until such time as a Buyer Nominee (as defined below), if any, has been appointed a Director by the Board of Directors. For the longer of (x) a period of one (1) year beginning on the Closing Date and (y) the period that the Buyer and its Affiliates hold, in the aggregate, shares of capital stock equal to at least five percent (5%) of the outstanding Common Stock of the Company, the Buyer shall have the right to request that its representative, who shall be reasonably acceptable to the Company ("Buyer Nominee"), be appointed to the Company's Board of Directors. Such request shall be made in writing to the Company. Within ten (10) days after its receipt of such request, the Company's Board of Directors shall appoint the Buyer Nominee as a member of the Company's Board of Directors (the "Nominee Appointment"). At the first Company annual shareholders meeting following the Nominee Appointment and at each Company annual shareholders meeting thereafter, the Company shall nominate one representative of the Buyer to the Company's Board of Directors; provided, however, that this subsection 4(i) shall be applied in concert with Section 4(i) of the Affiliate Purchase Agreement such that only one (1) representative of IMPRIMIS SB L.P. and WEXFORD SPECTRUM INVESTORS LLC shall serve on the Company's Board of Directors at any one time pursuant to Section 4(i) of this Agreement or Section 4(i) of the Affiliate Purchase Agreement. j. Conduct Of Business. (i) From the date of this Agreement until the Closing Date, the Company shall operate its business only in the ordinary course of business consistent with past practice. The Company shall not, until the Closing Date, directly or indirectly, cause or permit any state of affairs, action or omission described in clauses (i) through (xiii) of Section 3(h). (ii) From the Closing Date and for so long as the Buyer and its Affiliates, in the aggregate, hold an amount of shares of Common Stock equal to at least five percent (5)% of the Common Stock then outstanding, the Company shall not change its line of business without the prior written consent of the Buyer. (iii) The Company shall (i) take all actions required to assure that the Company remains duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) take all actions required to assure that the Company obtains and maintains all material requisite governmental authority, licenses, and material permits to conduct its business, (iii) conduct its business in material compliance with all requirements of Federal and 15 state law applicable to the Company, and (iv) use commercially reasonable efforts to file all reports or filings with the Internal Revenue Service required of a Qualified Small Business (as defined in Section 1202(d) of the Internal Revenue Code of 1986, as amended), and provide each licensed SBIC with all information requested by any Governmental Authority to permit such SBIC to comply with its obligations under the SBIC Act. Each SBIC shall use commercially reasonable efforts to protect any information which the Company labels as confidential. If any such confidential information is required to be disclosed by such SBIC in order to comply with any such request, the SBIC shall cause to be filed a confidential treatment request on behalf of the Company seeking to withhold from public availability all of such confidential information. For purposes of this Section 4(j), the term "Governmental Authority" shall mean any government or state (or any subdivision thereof), whether domestic, foreign or multinational (including European Union), or any agency, authority, bureau, commission, department or similar body or instrumentality thereof, or any governmental court or tribunal. k. Further Assurances. Each party shall use all commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement as expeditiously as practicable and to ensure that the conditions set forth in Articles 6 and 7 are satisfied, insofar as such matters are within the control of any of them. l. Access And Information. From the date of this Agreement until the first to occur of (x) the Closing Date and (y) the termination of this Agreement in accordance with Article 11, the Company shall permit the Buyer and its representatives to make such investigation of the business, operations and properties of the Company as the Buyer deems necessary or desirable in connection with the transactions contemplated by this Agreement. Such investigation shall include access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and the properties, books, records and commitments of the Company. The Company shall furnish the Buyer and its representatives with such financial, operating and other data and information, and copies of documents with respect to the Company or any of the transactions contemplated by this Agreement, as the Buyer shall from time to time reasonably request. Such access and investigation shall be made upon reasonable notice and at reasonable places and times. Such access and information shall not in any way affect or diminish any of the representations or warranties hereunder. Without limiting the foregoing, during such period, the Company shall keep the Buyer informed as to the business and operations of the Company and shall consult with the Buyer as appropriate. m. Reporting Requirements. For so long as the Buyer and its Affiliates, in the aggregate, or its transferees (except transferees who acquire the Buyers' Common Stock in a transaction not exempt from the registration requirements of the 1933 Act), hold an amount of shares of Common Stock equal to at least five percent (5%) of the Common Stock then outstanding, the Buyer shall have the right to request, and if so requested the Company shall furnish to the Buyer, the following: 16 (i) as soon as practicable after the end of each month and fiscal quarter, and in any event within 45 days thereafter, copies of: (A) an unaudited consolidated balance sheet of the Company as at the end of such month and quarter, (B) unaudited consolidated statements of operations, shareholders' equity and cash flows of the Company for the period ending with such month and quarter and setting forth in comparative form the figures for the corresponding periods in the preceding fiscal year certified by the chief financial officer of the Company as complete and correct, and having been prepared in accordance with GAAP (other than monthly balance sheets and statements of operations, shareholders' equity and cash flows) subject to the absence of footnotes and changes resulting from year-end adjustments; (ii) such financial information (other than the information described in clause (i) above) as the Company and Buyer may agree; (iii) as soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, copies of: (i) a consolidated balance sheet of the Company as at the end of such year, and (ii) consolidated statements of operations, shareholders' equity and cash flows of the Company for such year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, together with supporting notes thereto and accompanied by an opinion thereon of independent accountants of recognized national standing, together with a summary prepared by the Company concerning the Company's operations and financial condition; (iv) no later than 60 days prior to the end of each fiscal year of the Company, the proposed annual business plan and budget (including the capital expenditures and financing plans) of the Company for the next fiscal year; (v) promptly after sending, making available, or filing the same, all reports and financial statements that the Company sends or makes available to the shareholders of the Company or files with the SEC; and (vi) any other information respecting the business, properties or the condition or operations, financial or otherwise, of the Company that the Buyer may from time to time reasonably request, including, but not limited to, business units analyses, performance reviews analyses and monthly sales analyses. The Buyer agrees that with respect to any information received by it pursuant to this subsection (m) ("Requested Information"), the Buyer will use the Requested Information solely for purposes of monitoring and/or assessing its investment in the Company and not for any other purpose and will keep the Requested Information confidential. The Buyer acknowledges that if, and to the extent, it receives Requested Information which is non-public, material information relating to the Company, it may be subject to legal restrictions in connection with the 17 "insider trading" provisions of the federal securities laws with respect to such Requested Information. n. No Shopping. From the date of this Agreement until the earlier of (i) the Closing Date and (ii) the date this Agreement is terminated in accordance with Article 11, the Company shall not, and shall ensure that any directors, officers, agents, representatives or Affiliates of the Company do not, directly or indirectly, solicit or initiate, enter into or conduct, discussions concerning, or exchange information (including by way of furnishing information concerning the Company or their respective businesses) or enter into any negotiations concerning, or solicit, entertain or agree to any proposals for, (i) a merger, consolidation or other business combination involving the Company, (ii) a sale of any equity interest in the Company, (iii) a sale of a significant portion of business or assets of the Company, (iv) a recapitalization or restructuring of the Company or (v) a transaction similar to any of the foregoing. In addition, during such time period, the Company shall not authorize, direct or knowingly permit any officer, shareholder, director, employee or agent of the Company to do any of the foregoing and the Company shall notify the Buyer promptly of the identity of any person who approaches the Company with respect to any of the foregoing, as well as the price and terms of any such proposal, if applicable o. Public Announcements. No press release or public announcement related to this Agreement or the transactions contemplated hereby shall be issued or made without the joint approval of the Buyer and the Company, the Buyer's approval which shall not be unreasonably withheld, unless required by applicable law or legal process in which case the Buyer and the Company shall have the right, to the extent reasonably practicable, to review and comment on such press release or announcement prior to publication. p. Reserved Shares. The Company shall reserve and at all times keep available, free from preemptive rights, out of its authorized but unissued stock, a sufficient number of shares of Common Stock to provide for the issuance of such shares upon the exercise of the Warrants. q. Notification. The Company shall promptly notify the Buyer of (i) any notice or other communications from any person or entity that the consent of such person or entity is or may be required in connection with the consummation of the transactions contemplated hereby and (ii) any notice or other communication from any Governmental Authority (as defined in Section 4(j)(iii) of this Agreement) in connection with the consummation of the transactions contemplated hereby. r. Negative Covenants. For so long as the Buyer and its Affiliates hold an aggregate amount of shares of Common Stock equal to at least five percent (5%) of the Common Stock then outstanding on a fully diluted basis, then the following actions by the Company or the Subsidiary, shall require the prior written consent of the Buyer (in addition to any stockholder or Board of Directors approval as may be required by applicable statute, agreement or otherwise): 18 (i) the purchase, construction, acquisition, sale, lease, exchange or disposition of any property or asset, or the making of any investment, other than in the ordinary course of business, the purchase price or value of which exceeds $100,000; (ii) the entry into any agreement or series of related agreements, including any agreement to borrow money that, either individually or collectively, (A) creates a monetary obligation or a liability greater than $100,000 or (B) grants a mortgage on, a security interest in, a pledge or otherwise encumbers, any material asset of the Company or the Subsidiary; (iii) the entry into any transaction, including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments or the issuance of securities (including stock options) (or any amendments, modifications or waivers of any such contract, agreement or arrangement) to any shareholder (who holds in excess of five percent (5%) of the issued and outstanding voting securities of the Company) or any officer or director of the Company or any of their respective Affiliates, or any Family Members of any of the foregoing; (iv) the initiation by the Company of a voluntary case, the filing of, or authorization to file a bankruptcy petition, or request for relief, under Title 11 of the United States Code (11 U.S.C. '1, et seq.) or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or consent by the Company to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or a general assignment by the Company for the benefit of creditors, or the failure by the Company generally to pay their respective debts as they become due, or the taking by the Company of any action to authorize any of the foregoing; (v) the loan of funds to, or the guaranty of any obligation or liability of, or the entry into any other agreement, transaction or arrangement with any, officer, director or shareholder (who holds in excess of five percent (5%) of the issued and outstanding voting securities of the Company) of the Company, the Subsidiary or any of their respective Affiliates or of any Family Members of any of the foregoing other than the reimbursement of expenses of any such person in the ordinary course in accordance with the policies of the Company; (vi) the merger or the consolidation of the Company or the Subsidiary with or into another entity or other business combination or the sale, assignment, lease or other disposition of all or substantially all of the assets of the Company or the Subsidiary; (vii) any issuance of securities or any recapitalization, restructuring or other reorganization of the Company, including the capitalization of any subsidiaries of the Company, or any repurchase or redemption of the Company's securities, other than (A) the issuance of shares of Common Stock upon the exercise of stock options either currently 19 outstanding or hereinafter granted pursuant to the Company's 1991 Stock Option Plan, (B) the issuance of shares of Common Stock (1) upon the exercise of warrants outstanding as of the date of this Agreement, (2) upon the conversion of Debentures (as defined in Section 7(i) of this Agreement) outstanding as of the date of this Agreement, (3) upon the exercise of the Affiliate Warrants, or (4) upon the exercise of the Placement Agent Warrants, and (C) as expressly provided in this Agreement; (viii) any distributions or dividends, whether in cash, securities or in property in kind, by the Company to its stockholders; (ix) any material changes in accounting policies of the Company and any removal or appointment of the Company's independent accountants; (x) the settlement of legal, administrative or other suits or proceedings in the Company's name in which the amount in dispute equals or exceeds $100,000; (xi) the establishment or amendment of, or the grant, acceleration or waiver of any terms or conditions in, or determination or acceleration pursuant to the terms of, any pension, retirement, savings, deferred compensation, profit sharing, benefit or incentive plan or any stock option, stock appreciation, stock purchase, performance or other similar plan, for any or all current or former employees, officers or directors of the Company or any of their respective Affiliates or of any Family Member of any of the foregoing; provided that the granting of options to employees (other than officers) for amounts less than 25,000 shares per employee, pursuant to the Company's 1991 Stock Option Plan, under which a maximum of 414,808 options are currently authorized but unissued and can therefore be additionally granted, shall not require the consent of the Buyer; (xii) the amendment of the Certificate of Incorporation or By-laws in any respect; (xiii) any change in any of the names under which the Company conducts business (xiv) the issuance of any new, or amendment to or modification or restatement of any existing, warrants, options, Debentures, calls, rights, commitments, agreements, arrangements or similar undertakings, other than (A) the issuance of options pursuant to the Company's 1991 Stock Option Plan, (B) as may be required to effect the transactions contemplated by this Agreement, and (C) as expressly provided in this Agreement; or (xv) any other transaction, agreement or arrangement or series of related transactions, agreements or arrangements that is material to the business of the Company or to the condition (financial or otherwise), operations, business, assets, liabilities, earnings or prospects of the Company, taken as a whole. 20 s. Additional Listing Application. The Company shall, within two (2) Business Days of the execution of this Agreement, file with AMEX an Additional Listing Application (the "Initial Application") for the Registrable Securities (as defined below, but for purposes of this Section 4(s), excluding the Warrants). To the extent that AMEX approves the Initial Application as to only the Shares and not as to all Registrable Securities (excluding the Warrants), the Company shall, within two (2) Business Days of the Closing Date, file a second or amended Additional Listing Application for the portion of the Registrable Securities (excluding the Warrants) the listing of which was not approved pursuant to the Initial Application. t. Registration of Warrants. The Company shall use its best efforts to, within 60 days of the Closing Date, register (as such term is defined in Section 18(a)(i) of this Agreement) the Warrants for public trading in the United States securities markets. 5. CLOSING DATE. The date and time of the issuance and sale of the Shares and the Warrants (the "Closing Date") shall occur no later than 12:00 Noon, New York time on the first NYSE trading day after the fulfillment or waiver of all closing conditions pursuant to Sections 6 and 7, or such other mutually agreed to time. The closing shall occur on such date at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. The Buyer understands that the Company's obligation to sell the Shares on the Closing Date is subject to the following conditions, any of which may be waived by the Company (with the exception of the condition set forth in Section 6(d)): a. Delivery by the Buyer of good funds as payment in full of an amount equal to the Purchase Price in accordance with Section 1(c) hereof; b. The accuracy on the Closing Date of the representations and warranties of the Buyer contained in this Agreement as if made on the Closing Date and the performance by the Buyer on or before the Closing Date of all covenants and agreements of the Buyer required to be performed on or before the Closing Date; c. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby. d. The Company shall have received notification from AMEX that the Shares have been approved for listing by AMEX. 7. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE. 21 The Company understands that the Buyer's obligation to purchase the Shares on the Closing Date is conditioned upon the following, any of which may be waived by the Buyer (with the exception of the condition set forth in Section 7(c)): a. Delivery by the Company to the Buyer of this Agreement, duly executed by the Company; b. Receipt by the Buyer from the Company of the Expense Reimbursement; c. Delivery by the Company to the Buyer of certificates evidencing the Shares and the Warrants, each (i) duly and validly issued, (ii) in the case of the Shares, listed upon AMEX pursuant to an Additional Listing Application that has been approved by AMEX, and (iii) in accordance with this Agreement; d. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date and reasonably satisfactory to the Buyer. e. All permits, consents, approvals, licenses, orders, authorizations, registrations, declarations, filings and other actions that are required in connection with the execution, delivery or performance of this Agreement, the Warrants and the certificates evidencing the Shares or the transactions contemplated hereby and thereby in order to prevent any of the effects described in Section 3(d) with respect to any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which the Company is a party or by which any of its properties or assets are bound or with respect to any license, franchise, permit or other similar authorization held by the Company shall have been obtained or taken. f. There shall not have been any material adverse change in the condition (financial or otherwise), operations, business, assets, liabilities, earnings or prospects of the Company or the Subsidiary, taken as a whole. g. The Buyer shall have received a certificate of (i) an executive officer of the Company, dated the Closing Date, in substantially the form of Annex II and (ii) the Clerk or Assistant Clerk of the Company, dated the Closing Date, in substantially the form of Annex III, together with a copy of all documents referenced therein. h. Delivery by the Company to the Buyer of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., in substantially the form attached hereto as ANNEX IV. 22 i. Of the Company's 7% Convertible Subordinated Debentures Due March 24, 2000 and the 7% Convertible Debentures Due October 29, 2000 (collectively, the "Debentures"), no less than ninety percent (90%) of the Debentures have been either (i) converted into Common Stock at a price of ninety cents ($0.90) per share of Common Stock, or (ii) agreed in writing by the holders thereof to be amended such that each Debenture provides (A) for the conversion thereof, for a period of thirty (30) days from the Closing Date, into Common Stock at a price of ninety cents ($0.90) per share of Common Stock and thereafter shall be convertible at the terms originally set forth in such Debenture, and (B) for a minimum conversion price of ninety cents ($0.90) per share of Common Stock. j. The Company's authorized and outstanding capital stock as of the Closing Date includes (i) no greater than 13,935,000 shares of Common Stock outstanding, including (A) the Shares to be issued to the Buyer pursuant to this Agreement and the shares of Common Stock to be issued pursuant to the Affiliate Purchase Agreement, and the capital stock issuable upon exercise of the Warrants and the warrants issued pursuant to the Affiliate Purchase Agreement (the "Affiliate Warrants"), and (B) shares of Common Stock issuable upon the conversion of any outstanding Debentures at a conversion price of ninety cents ($0.90) per share, and (ii) no greater than 3,540,000 outstanding options or warrants to purchase Common Stock, including (A) all options issued or authorized and unissued under the Company's 1991 Stock Option Plan and (B) the Placement Agent Warrants, and excluding the Warrants and the Affiliate Warrants. k. The Buyer shall have received duplicate originals of (A) an executed copy of U.S. Small Business Administration (the "SBA") Form 480 Size Status Declaration, (B) an executed copy of SBA Form 652 Assurance of Compliance for Nondiscrimination and (C) the information needed to complete Part A and Part B of SBA Form 1031. l. The Company shall be in compliance with the requirements of Section 713(a) of the AMEX Listing Standards and Requirements in connection with the issuance of the Shares. m. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby. n. The Market Price is less than or equal to $2.15. 8. LOCK-UP The Buyer hereby covenants and agrees not to offer, sell, contract to sell or otherwise dispose of any shares of Common Stock or any securities of the Company that are substantially similar to the Common Stock, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, the Common Stock or any substantially similar securities until the expiration of a period of seventy-five (75) days from the Closing Date; provided however, that this Section 8 shall not apply, and have no effect upon the Buyer, if (i) there has been a public announcement that a person or group of affiliated or 23 associated persons (other than the Buyer and its Affiliates) has acquired beneficial ownership of twenty percent (20%) or more of the outstanding Common Stock or (ii) a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons (other than the Buyer and its Affiliates) of twenty percent (20%) or more of the outstanding Common Stock, has been commenced or an announcement of an intention to make such an offer has been made. 9. GOVERNING LAW; SPECIFIC ENFORCEMENT; MISCELLANEOUS. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. This Agreement, the Warrants and the schedules, annexes and exhibits hereto or thereto contain the entire agreement among the parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. (ii) Each party expressly agrees that the other party will be irreparably damaged if this Agreement is not specifically enforced, including, without limitation, the covenant set forth in Section 4(i). Upon a breach or threatened breach of the terms, covenants or conditions of this Agreement, the non-breaching party shall, in addition to all other remedies, be entitled to a temporary or permanent injunction, without any showing of any actual damage, or a decree for specific performance, in accordance with the provision hereof. 10. NOTICES. All notices, requests and other communications to any party hereunder shall be in writing and sufficient if delivered personally or sent by telecopy (with confirmation of receipt) or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: COMPANY: MEDIA LOGIC, INC. 310 South Street Plainville, MA 02762 24 Attention: Chief Executive Officer Telecopier No.: (508) 695-8593 with a copy to: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 Attention: Richard R. Kelly, Esq. Telecopier No.: (617) 542-2241 BUYER: IMPRIMIS SB L.P. c/o Wexford Management LLC 411 West Putnam Avenue Greenwich, Connecticut 06830 Attention: Robert H. Holtz Telecopy: (203) 862-7310 With a copy to: Howard, Darby & Levin 1330 Avenue of the Americas New York, New York 10019 Attention: Michael B. Hopkins, Esq. Telecopy: (212) 841-1010 or to such other address or telecopy number as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. 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. 11. Termination. (a) This Agreement shall terminate on the earliest to occur of any of the following events: (i) the mutual written agreement of the Buyer and the Company; (ii) at the discretion of either party, if the Closing shall not have occurred prior to the close of business on December 31, 1997; 25 (iii) by written notice of the Buyer to the Company, if the Company shall have materially breached any of its representations, warranties or agreements contained in this Agreement; or (iv) by written notice of the Company to the Buyer, if the Buyer shall have materially breached any of its representations, warranties or agreements contained in this Agreement. (b) Nothing in this Section shall relieve any party of any liability for a breach of this Agreement prior to its termination, except that if this Agreement terminates in accordance with Section 11(a) and the Buyer receives reimbursement of its costs and expenses in accordance with Section 4(h), then this Agreement shall terminate without any further liability. Except as aforesaid, upon the termination of this Agreement, all rights and obligations of the parties under this Agreement shall terminate, except their obligations under Section 4(g) and Section 4(o). 12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Each of the Company's and the Buyer's representations, warranties, agreements and covenants shall survive the execution and delivery hereof of this Agreement and the delivery of the Shares and the Warrants. Neither the period of survival nor the liability of the Company with respect to the representations and warranties shall be reduced by any investigation made at any time by or on behalf of the Buyer. 13. Indemnification. (a) The Company indemnifies and holds harmless the Buyer and its Affiliates and each of their members, directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages (including any diminution in value as appropriate), reasonable fees (including attorneys' and other experts' fees and disbursements), liens, taxes, penalties, obligations and expenses (collectively, "Losses") incurred or suffered by any such person or entity arising from, by reason of or in connection with any misrepresentation or breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement or any certificate or other document delivered by the Company under this Agreement. The Company shall indemnify and hold harmless the Buyer and its Affiliates and each of their members, directors, officers, employees and other agents and representatives from and against any and all Losses incurred or suffered by the Buyer, arising from, by reason of or in connection with any third party claim or action, or potential or threatened claim or action, related to this Agreement and the transactions contemplated hereby. (b) The Company shall not have any liability under Section 13(a) unless the aggregate of all Losses relating thereto for which the Company would, but for this Section 13(b), be liable exceeds $50,000, in which case the Buyer shall be entitled to all Losses regardless of the limitation set forth in this sentence. The limitation on liability set forth in the immediately preceding sentence shall not apply (i) in the event of fraud, intentional misrepresentation or intentional breach or (ii) in the case of any representation or warranty set forth in Section 3(a) or Section 3(c). 26 (c) The Buyer indemnifies and holds harmless the Company and its Affiliates, directors, officers, employees and other agents and representatives, from and against any and all Losses incurred or suffered by any such person or entity arising from, by reason of or in connection with any misrepresentation or breach of any representation, warranty or agreement of the Buyer contained in this Agreement or any certificate or other document delivered by the Buyer under this Agreement. (d) In case any claim or litigation which might give rise to any obligation of a party under the indemnity and reimbursement provisions of this Agreement (each an "Indemnifying Party") shall come to the attention of the party seeking indemnification hereunder (the "Indemnified Party"), the Indemnified Party shall notify in writing promptly the Indemnifying Party of the existence, nature and amount of potential loss. Failure to give such notice shall not affect the rights of the Indemnified Party, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. The Indemnifying Party shall be entitled to participate in and, if (i) such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its expense, but such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. No Indemnifying Party shall be liable to an Indemnified Party for any settlement of any action or claim without the consent of the Indemnifying Party; provided that the Indemnifying Party shall not unreasonably withhold its consent to any such settlement. No Indemnifying Party shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability and equitable claims in response to such claim or litigation. (e) Nothing contained in this Article 13, or elsewhere in this Agreement, shall be deemed an election of remedies under this Agreement or limit in any way the liability of any party under any other agreement to which such party is a party relating to this Agreement or the transactions contemplated by this Agreement. 14. Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any party hereto without the prior written consent of the other party; provided that notwithstanding the foregoing, the Buyer may assign this Agreement and the rights and obligations hereunder, in whole or in part, to an Affiliate. Any instrument purporting to make an assignment in violation of this Section shall be void. All covenants, agreements, representations, warranties and undertakings in this Agreement made by and on behalf of any party hereto shall bind and inure to the benefit of the successors and permitted assigns of such party. 15. Benefits of Agreement. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective 27 successors and assigns. This Agreement is for the sole benefit of the parties hereto and not for the benefit of any third party. 16. Descriptive Headings; Certain Interpretations. (a) Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. (b) Whenever any party makes any representation, warranty or other statement to such party's knowledge, such party will be deemed to have made due inquiry into the subject matter of such representation, warranty or other statement. (c) Except as otherwise expressly provided in this Agreement, the following rules of interpretation apply to this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) "or" and "any" are not exclusive and "include" and "including" are not limiting; (iii) a reference to any agreement or other contract includes permitted supplements and amendments; (iv) a reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder; (v) a reference to a person includes its permitted successors and assigns; (vi) a reference to GAAP refers to United States GAAP; and (vii) a reference in this Agreement to an Article, Section, Exhibit or Schedule is to the Article, Section, Exhibit or Schedule of this Agreement. 17. General. All Exhibits, Annexes, Schedules and Disclosure Schedules are hereby incorporated by reference and made a part of this Agreement. 18. REGISTRATION OF REGISTRABLE SECURITIES.7.tc{seq level1 \h \r0 Registration of Registrable Stock" (a) Shelf Registration(a) Shelf Registration. (i) The Company shall (x) within thirty (30) days of the Closing Date file with the Securities and Exchange Commission (the "SEC") a Shelf Registration Statement (as defined below) relating to the offer and sale of (a) the Shares of Common Stock (including shares issuable or issued upon the exercise of any Warrants or the exercise of any other exchange, conversion or similar right), (b) any securities issued in respect of any such shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger or consolidation or reorganization and (c) the Warrants (collectively, the "Registrable Securities") by the holders of Registrable Securities from time to time in accordance with the methods of distribution elected by such holders and set forth in such Shelf Registration Statement. "Register," "registered" and "registration" each refer to a registration of Registrable Securities effected by filing with the SEC a registration statement in compliance with the Securities Act and the declaration or ordering by the SEC of effectiveness of such registration statement. "Shelf Registration" means a registration effected pursuant to this Section 18. "Shelf Registration Statement" means a shelf registration statement of the Company filed with the SEC pursuant to the provisions of this Section 18 which covers some or all of the 28 Registrable Securities, as applicable, on Form S-3 under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, amendments and supplements to such registration statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all material incorporated by reference therein; provided, however, that the registration of the Warrants pursuant to this Section 18 is subject to the prior approval of the Company's Board of Directors. (ii) The Company shall use its best efforts (x) to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable but in no event more than ninety (90) days after the Closing Date and (y) after the effectiveness of the Shelf Registration Statement, promptly upon the request of the Buyer or any permitted transferee or assignee pursuant to Section 18(h) holding any Registrable Securities (such transferees and assignees, together with the Buyer, are collectively referred to in this Section 18 as the "Investors"), to take any action necessary to register the sale of any Registrable Securities of such Investor and to identify such Investor as a selling securityholder. (iii) If the Shelf Registration Statement covering the Registrable Securities required to be filed by the Company under Section 18(a)(i) is not declared effective by ninety (90) days after the Closing Date (the "Required Effective Date"), then the Company will make payments to the Buyer in such amounts and at such times as shall be determined pursuant to this Section 18(a)(iii). The amount to be paid by the Company to the Buyer shall be equal to one (1) percent of the Purchase Price per calendar week (or any pro rata portion thereof) from the Required Effective Date until the Shelf Registration Statement is declared effective by the SEC and shall be paid to the Buyer based upon the period between (x) the Required Effective Date and the first Computation Date and (y) each Computation Date thereafter and the immediately preceding Computation Date (the "Periodic Amount"). The full amount of each Periodic Amount shall be paid to the Buyer in immediately available funds within five (5) days after each Computation Date. Notwithstanding the foregoing, the amount payable by the Company pursuant to this provision shall not be payable (x) to the extent any delay in the effectiveness of the Shelf Registration Statement occurs because of an act of, or a failure to act or to act timely by, the Buyer or its counsel in connection with any act for which the Buyer and its counsel have had adequate and sufficient notice, or (y) in the event all of the Registrable Securities may be sold pursuant to Section (k) of Rule 144 promulgated under the 1993 Act. As used in this Section, "Computation Date" means the date which is thirty (30) days after the Required Effective Date, and, if the Shelf Registration Statement required to be filed by the Company pursuant to this Section is not then effective, thirty (30) days after the previous Computation Date (pro rata for any partial period) until the Shelf Registration Statement is so declared effective by the SEC. (b) Registration Procedures. In connection with any Shelf Registration Statement, the Company shall do each of the following: 29 (i) prepare promptly, and file with the SEC by thirty (30) days after the Closing Date, a Shelf Registration Statement with respect to the Registrable Securities and use its best efforts to cause to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by the Investors for a period (the "Registration Period") equal to the earliest of (1) five years from the effective date of such Shelf Registration Statement, (2) the date when each Investor may sell all Registrable Securities held by such Investor pursuant to Section (k) of Rule 144 and (3) the date the Investors no longer owns any Registrable Securities, which Shelf Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Shelf Registration Statement effective and current during the entire Registration Period and, at all times during the Registration Period, to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement, including such amendments and supplements as may be necessary, until all of such Registrable Securities have been disposed of in accordance with the intended method of disposition from time to time by prospective seller or sellers of such Registrable Securities as set forth in the Shelf Registration Statement; (iii) furnish to each selling Investor, and its legal counsel identified to the Company, (1) promptly after the same is prepared and publicly distributed, filed with the SEC or received by the Company, one copy of the Shelf Registration Statement and any amendment thereto, each prospectus and each amendment or supplement thereto, (2) each letter written by or on behalf of the Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Shelf Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (y) such number of copies of a prospectus in conformity with the requirements of the Securities Act, and such other documents, as such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Investor; (iv) permit a single firm of counsel designated by the Buyer and reasonable satisfactory to the Company to review the Shelf Registration Statement and all amendments and supplements thereto at a reasonable period of time prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects in written notice to the Company given within three (3) business days of counsel's receipt of the Shelf Registration Statement or any amendment or supplement thereto; 30 (v) use its best efforts to register or qualify the shares of Registrable Securities covered by such Shelf Registration Statement under such other securities or blue sky or other applicable laws of such jurisdiction within the United States as each prospective seller shall reasonably request, to enable such seller to consummate the public sale or other disposition in such jurisdictions of the shares of Registrable Securities owned by such seller; (vi) as promptly as practicable after becoming aware of such event, notify each holder of Registrable Securities of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Shelf Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make statements therein in light of the circumstances under which they were made, not misleading, and use its best efforts promptly to prepare a supplement or amendment to the Shelf Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to each such holder as such holder may reasonable request; (vii) as promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of a notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (viii) use its best efforts to cause the Registrable Securities to be listed for trading on the American Stock Exchange (or on any other national securities exchange on which the Company's Common Stock is then listed); (ix) provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Shelf Registration Statement; (x) cooperate with the Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Shelf Registration Statement and enable such certificate for the Registrable Securities to be in such denominations or amount as the case may be, as the Investors may reasonable request; and (xi) take all other reasonable actions necessary to expedite and facilitate disposition by any Investor of the Registrable Securities pursuant to the Shelf Registration Statement. 31 (c) Designation of Underwriter. In the case of any registration effected pursuant to this Section 18, a majority in interest of the holders of Registrable Securities shall have the right to designate the managing underwriter in any underwritten offering. (d) Cooperation by Prospective Sellers. (i) Each prospective seller of Registrable Securities, and each underwriter designated by each such seller, will furnish to the Company such information as the Company may reasonably require from such seller or underwriter in connection with the Shelf Registration Statement (and the prospectus included therein). No holder of Registrable Securities may participate in any offering unless such holder completes and executes all questionnaires, indemnities, underwriting agreements and other documents required in connection with the offering. (ii) Failure of a prospective seller of Registrable Securities to furnish the information and agreements described in this Agreement shall not affect the obligations of the Company under this Agreement to remaining sellers to furnish such information and agreements unless, in the reasonable opinion of counsel to the Company or the underwriters, such failure impairs or may impair the viability of the offering or the legality of the registration or the underlying offering. (iii) The Investor included in the registration will not (until further notice by the Company) effect sales thereof (or deliver a prospectus to any purchaser) after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. In connection with any offering each Investor who is a prospective seller, will not use any offering document, offering circular or other offering materials with respect to the offer or sale of Registrable Securities, other than the prospectuses provided by the Company and any documents incorporated by reference therein. (e) Expenses. All expenses incurred in complying with this Section 18, including, without limitation, all registration, qualifications and filing fees (including all expenses incident to filing with the American Stock Exchange), fees and expenses of complying with securities and "blue sky" laws, printing expenses and fees and disbursements of counsel for the Company and one counsel for the Investors, and of the independent certified public accountants shall be paid by the Company; provided, however, that all underwriting discounts and selling commissions applicable to the Registrable Securities covered by registrations effected pursuant to this Section 18 shall not be borne by the Company but shall be borne by the seller or sellers. (f) Indemnification. (i) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Section 18 or registration or qualification of any 32 Registrable Securities pursuant to this Section 18, the Company shall indemnify and hold harmless the seller of such shares, each underwriter of such shares, if any, each broker or any other person acting on behalf of such seller and each other person, if any, who controls any of the foregoing persons, within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities as registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document prepared or furnished by the Company incident to the registration or qualification of any Registrable Securities pursuant to this Section 18, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act, the 1934 Act or any state securities or "blue sky" laws or any rule regulation under the Securities Act, the 1934 Act or state securities law or relating to action or inaction required of the Company in connection with such registration or qualification under such state securities or blue sky laws; and shall reimburse such seller, such underwriter, broker or other person acting on behalf of such seller and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable (i) in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the registration statement, the preliminary prospectus or prospectus or in any amendment or supplement thereof pursuant to this Section 18 in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller or such underwriter specifically for use in the preparation thereof and (ii) to any broker or other person acting on behalf of such seller to the extent that any such loss, claim, damage or liability arises out of or is based upon any representation or other statement of such broker or other person that is not in conformity with the preliminary prospectus or prospectus. (ii) Before Registrable Securities held by a prospective seller shall be included in any registration pursuant to this Section 18 such prospective seller and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in (i) above) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any untrue statement or omission from such registration statement, any preliminary prospectus or prospectus contained therein, or any amendment or supplement thereof, if such untrue statement or omission was made in reliance upon and in conformity 33 with written information furnished to the Company through an instrument duly executed by such seller or such underwriter, as the case may be, specifically for use in the preparation of such registration statement, preliminary prospectus, prospectus or amendment or supplement; provided that the maximum amount of liability in respect of such indemnification shall be limited, in the case of each prospective seller of Registrable Securities, to an amount equal to the net proceeds actually received by such prospective seller from the sale of Registrable Securities effected pursuant to such registration. (iii) Notwithstanding the foregoing provisions of this Section 18, if pursuant to an underwritten public offering of Common Stock, the Company, the selling shareholders and the underwriters enter into an underwriting or purchase agreement relating to such offering which contains provisions covering indemnification among the parties thereto in connection with such offering, the indemnification provisions as set forth in this Section 18 shall be deemed inoperative for purposes of such offering. (iv) Each party entitled to indemnification under this Section 18(f) (the "indemnified party") shall give notice to the party required to provide indemnification (the "indemnifying party") promptly after such indemnified party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the indemnified party and shall not, without the consent of the indemnified party, be counsel to the indemnifying party, and the indemnified party may participate in such defense, but only at such indemnified party's expense, and provided, further, that the omission by any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 18(f) except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give notice. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (g) Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 18(f) to the fullest extent permitted by law; provided, however, that (a) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 18; (b) no seller of Registrable 34 Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of such fraudulent misrepresentation; and (c) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. (h) Reports under Exchange Act. With a view to making available to the Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to use its best efforts to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) furnish to each Investor so long as such Investor owns Registrable Securities which continue to be "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed with the SEC by the Company and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration. (i) Assignment of the Registration Rights. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to any transferee of the Registrable Securities only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, and (d) at or before the time the Company received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In the event of any delay in filing or effectiveness of the Registration Statement as a result of such assignment, the Company shall not be liable for any damages arising from such delay, or the payments set forth in Section 18(a) hereof. (j) Persons deemed to be Holders of Registrable Securities. A person or entity is deemed to be a holder of Registrable Securities whenever such person or entity owns of record such Registrable Securities. If the Company receives conflicting instructions, notices or 35 elections from two or more persons or entities with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities. [THIS SPACE INTENTIONALLY LEFT BLANK] 36 IN WITNESS WHEREOF, this Agreement has been duly executed by a duly authorized officer of each of the Buyer and the Company as of the date first above written. MEDIA LOGIC, INC. By: /s/ William E. Davis -------------------------------- William E. Davis, Jr. Chief Executive Officer IMPRIMIS SB L.P. By: IMPRIMIS SB GP LLC, its General Partner By: WEXFORD MANAGEMENT LLC, its Manager By: /s/ Robert H. Holtz -------------------------------- Name: Robert H. Holtz Title: Senior Vice President Address of Buyer: 411 West Putnam Avenue Suite 125 Greenwich, CT 06830 Telephone No.: (203) 862-7000 Telecopier No.: (203) 862-7300 37 ANNEX I FORM OF WARRANT ANNEX II FORM OF OFFICER'S CERTIFICATE OF THE COMPANY ANNEX III FORM OF SECRETARY'S/ASSISTANT SECRETARY'S CERTIFICATE OF THE COMPANY ANNEX IV FORM OF OPINION OF MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. 38 ANNEX I 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. [______] WARRANT TO PURCHASE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF Media Logic, Inc. This is to Certify That IMPRIMIS SB L.P., or such holder's registered assigns (the "Investor"), is the owner of [_________] Warrants (as defined below), each of which entitles the registered holder thereof to purchase from Media Logic, Inc., a Massachusetts corporation (the "Company"), one fully paid, duly authorized and nonassessable share of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), at any time or from time to time on or before 5:00 p.m., New York City time, on December [__], 2002, at an exercise price of $[____] per share (the "Exercise Price"), all on the terms and subject to the conditions hereinafter set forth. The number of shares of Common Stock issuable upon exercise of each such Warrant (the "Number Issuable"), which is initially one (1) share, is subject to adjustment from time to time pursuant to the provisions of Section 2 of this Warrant Certificate. The Warrants evidenced by this certificate are part of a series of Warrants being issued by the Company on the Issue Date (the "Warrants"). The execution and delivery of this Warrant Certificate is a condition precedent to the obligations of the Investor under the Securities Purchase Agreement, dated as of December [__], 1997, between the Investor and the Company (the "Securities Purchase Agreement"). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 12 hereof. Section 1. Exercise of Warrant. (a) The Warrants evidenced hereby may be exercised, in whole or in part, by the registered holder hereof at any time or from time to time on or before 5:00 p.m., New York City time, on December [__], 2002, upon delivery to the Company at the principal executive office of the Company in the United States of America, of (i) this Warrant Certificate, (ii) a written notice, in the form annexed hereto and entitled "Election To Purchase" and (iii) payment of the Exercise Price for the shares of Common Stock issuable upon exercise of such Warrants, which shall be payable by a certified or official bank check payable to the order of the Company (collectively, the "Warrant Exercise Documentation"). (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (a) certificates representing the number (rounded up to the nearest full share) of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, and (b) if less than the full number of Warrants evidenced hereby are being exercised, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. No such surrender shall be effective to constitute the Person entitled to receive such shares as the record holder thereof while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of five days); but any such surrender of this Warrant Certificate for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of such books, as if the exercise had been made on the date the Warrant Exercise Documentation was received and for the Number Issuable of Common Stock specified in the Warrant Exercise Documentation and at the Exercise Price. (c) The Company shall pay all expenses in connection with, and all taxes and other governmental charges (other than income taxes of the holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock in any name other than that of the registered holder of the Warrants evidenced hereby. Section 2. Adjustments. 2 (a) Adjustment of Number Issuable. The Number Issuable shall be subject to adjustment from time to time as follows: (i) In case the Company shall at any time or from time to time after the Issue Date: (A) pay a dividend or make a distribution on the outstanding shares of Common Stock in capital stock of the Company; (B) subdivide the outstanding shares of Common Stock into a larger number of shares; or (C) combine the outstanding shares of Common Stock into a smaller number of shares; then, and in each such case (other than a dividend or distribution received by or set aside for the benefit of the holder pursuant to Section 2(c) hereof), the Number Issuable in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the holder of any Warrant evidenced hereby thereafter exercised shall be entitled to receive the number of shares of Common Stock or other securities of the Company which such holder would have owned or had been entitled to receive upon or by reason of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event. An adjustment made pursuant to this clause (i) shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of any such subdivision or combination to the close of business on the date upon which such corporate action becomes effective. (ii) If after the Issue Date, the Company shall at any time or from time to time issue or sell (x) shares of Common Stock or (y) securities convertible into or exchangeable for shares of Common Stock, or any options, warrants or other rights to acquire shares of Common Stock (other than (A) shares of Common Stock issued upon exercise of the Warrants, (B) shares of Common Stock issued upon conversion of the Debentures outstanding on the Issue Date that have been amended pursuant to Section 7(i) of the Securities Purchase Agreement, (C) shares of Common Stock issued pursuant to an employee stock option plan, stock bonus plan or other incentive compensation plan or award, each as approved by the Company's Board of Directors that, in the aggregate with all other shares of Common Stock issued pursuant to any such plans (whether or not approved by the Company's Board of Directors) constitute no more than ten percent (10%) of the issued and outstanding Common Stock, and (D) shares of Common Stock issued as a result of adjustments made under agreements related to shares described in 3 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 4 received and receivable therefor and (C) treating any of such convertible or exchangeable securities, options, warrants or other rights which remain outstanding as being subject to exercise or conversion. Solely for purposes of this clause (ii), (I) Common Stock shall include the Common Stock, par value $0.01 per share, of the Company and each other class of capital stock of the Company that does not have a preference over any other class of capital stock of the Company as to dividends or upon liquidation, dissolution or winding up of the Company and, in each case, shall include any other class of capital stock of the Company into which such stock is reclassified or reconstituted and (II) if the provisions of any securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights to acquire shares of Common Stock are amended after the date of issuance so as to reduce the applicable conversion price, exchange price or exercise price such amendment shall be deemed to be a new issuance of such securities. (iii) In case the Company shall at any time or from time to time after the Issue Date distribute to any holder of shares of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the resulting or surviving corporation and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or other distributions of shares of Common Stock or other capital stock for which adjustment in the Number Issuable is made under Section 2(a)(i) or dividends or other distributions received by or set aside for the benefit of the holders of Common Stock pursuant to Section 2(c) below) or rights or warrants to subscribe for or purchase securities of the Company (excluding those in respect of which adjustment in the Number Issuable is made pursuant to Section 2(a)(ii)), then, and in each such case, the Number Issuable then in effect shall be adjusted by multiplying the Number Issuable in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price per share on the record date referred to below and (y) the denominator of which shall be such Current Market Price per share less the then Fair Market Value (as determined in good faith by the Board of Directors of the Company, a certified resolution with respect to which shall be mailed to the holder of the Warrants evidenced hereby) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock (but such denominator shall in no event be zero). Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution. (iv) In case the Company at any time or from time to time shall take any action which could have a dilutive effect on the number of shares of Common Stock that may be issued upon exercise of the Warrants, other than an action described in any of Section 2(a)(i) through 2(a)(iii), inclusive, or Section 2(b), then, the Number Issuable shall be adjusted in such manner and at such time as the Board of Directors of the Company reasonably determines to be equitable under the circumstances (such determination to be 5 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 6 of each such Warrant then outstanding shall have the right thereafter to exercise such Warrant into the kind and amount of shares of stock or other securities (of the Company or another issuer) or property or cash receivable upon such Transaction by a holder of the number of shares of Common Stock into which such Warrant could have been exercised immediately prior to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2 and shall contain other terms identical to the terms hereof. If, in the case of any such Transaction, the stock, other securities, cash or property receivable thereupon by a holder of Common Stock includes stock, securities, other property or cash of a Person other than the successor or purchasing Persons and other than the Company, in connection with such Transaction, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically assume the obligations of such successor or purchasing Person and acknowledge its obligations to issue such stock, securities, other property or cash to holders of the Warrants upon exercise thereof as provided above. The provisions of this Section 2(b) similarly shall apply to successive Transactions. (c) Special Distributions. If the holder so elects by sending a Special Notice to the Company, in the event that the Company shall declare a dividend or make any other distribution (including, without limitation, in cash, in capital stock (which shall include, without limitation, any options, warrants or other rights to acquire capital stock) of the Company, whether or not pursuant to a shareholder rights plan, "poison pill" or similar arrangement) in other securities, property or assets, to holders of Common Stock (a "Special Distribution"), then the Board of Directors shall set aside the amount of such dividend or distribution that any holder of Warrants would have been entitled to receive had it exercised such Warrants prior to the record date for such dividend or 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 STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISIONS). Section 11. Rights Inure to Registered Holder. The Warrants evidenced by this Warrant Certificate will inure to the benefit of and be binding upon the registered holder thereof and the Company and their respective successors and permitted assigns. This Warrant Certificate shall be for the sole benefit of the registered holder thereof. Nothing in this Warrant Certificate shall be construed to give the registered holder hereof any rights as a holder of shares of Common Stock until such time, if any, as the Warrants evidenced by this Warrant Certificate are exercised in accordance with the provisions hereof. 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. 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 December [_], 1997. "Market Price" shall mean, per share of Common Stock, on any date specified herein: (a) if the Common Stock is listed on the American Stock Exchange or any other national securities exchange or is designated as a Nasdaq Stock Market 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. 10 "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 11 privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. 12 In Witness Whereof, the Company has caused this Warrant Certificate to be duly executed as of the Issue Date. Media Logic, Inc. By:_________________________________ William E. Davis, Jr. Chief Executive Officer and President [Form of Assignment Form] [To be executed upon assignment of Warrants] The undersigned hereby assigns and transfers this Warrant Certificate to ____________________ whose Social Security Number or Tax ID Number is _________________ and whose record address is ______________________________, and irrevocably appoints ________________ as agent to transfer this security on the books of the Company. Such agent may substitute another to act for such agent. Date:_________________________ ___________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) [Form Of Election To Purchase] [To be executed upon exercise of the Warrants] TO: MEDIA LOGIC, INC. The undersigned hereby irrevocably elects to exercise Warrants represented by this Warrant Certificate to purchase ____ shares of Common Stock issuable upon the exercise of such Warrants and requests that certificates for such shares be issued in the name of: (Please insert social security, tax identification or other identifying number) ___________________________ ___________________________ ___________________________ (Please print name and address) Date:_________________________ ___________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) ANNEX II Media Logic, Inc. Officer's Certificate I, William E. Davis, Jr., Chief Executive Officer and President of Media Logic, Inc. (the "Company"), a Massachusetts corporation, Do Hereby Certify, pursuant to (i) Section 7(g) of the Securities Purchase Agreement, dated as of December 22, 1997 (the "Purchase Agreement"), between the Company and IMPRIMIS SB L.P., as follows: 1. The representations and warranties of the Company contained in Section 3 of the Purchase Agreement are true and correct as of the date hereof; and 2. The Company has performed and complied with all obligations, covenants, conditions and agreements required to be performed or complied with under the Purchase Agreement or the Warrant on or prior to the date hereof. Capitalized terms used herein and not otherwise defined are defined in the Purchase Agreement. IN WITNESS WHEREOF, I have executed this certificate this _____ day of December, 1997. ____________________________________ William E. Davis, Jr., Chief Executive Officer and President ANNEX III Media Logic, Inc. Assistant Clerk's Certificate I, Paul M. O'Brien, Assistant Clerk of Media Logic Inc., a Massachusetts corporation (the "Company"), Do Hereby Certify in the name and on behalf of the Company as follows: 1. Attached hereto as Exhibit A is a true, correct and complete copy of the Restated Articles of Organization of the Company, together with all amendments thereto through and including the date of this certificate, as on file with and certified by the Secretary of State of Massachusetts. Such documents have not been amended or modified, no other charter documents have been filed with any relevant official with respect to the Company and no amendment or modification to any of such documents has been authorized on behalf of the Company. 2. Attached hereto as Exhibit B are true, correct and complete copies of the By-laws of the Company as in effect on the date hereof. The By-laws have not been amended or modified in any respect and are in full force and effect. 3. Attached hereto as Exhibit C are true, correct and complete copies of resolutions duly adopted by written consent of the Board of Directors of the Company, dated October 15, 1997 and December 11, 1997, and such resolutions (i) are the only proceedings adopted by such Board or any committees thereof with respect to the matters referred to therein, (ii) have not in any way been amended, modified, rescinded or revoked since their adoption and (iii) remain in full force and effect on the date hereof. 4. Each of the persons listed on Exhibit D hereto is a duly elected, qualified and acting authorized officer of the Company serving in the capacity set forth beside his name on Exhibit D. The signature of each such officer set forth opposite his name on Exhibit D is his genuine signature. 5. Attached hereto as Exhibit E is a true and correct copy of a Certificate of Good Standing of the Company, issued on December 19, 1997, by the Secretary of State of the Commonwealth of Massachusetts. 2 IN WITNESS WHEREOF, I have signed this certificate this ___ day of December, 1997. _________________________________ Paul M. O'Brien, Assistant Clerk The undersigned hereby certifies that Paul M. O'Brien is the duly elected, qualified and acting Assistant Clerk of the Company and that the signature set forth above is his genuine signature. _____________________________________ William E. Davis, Jr. Chief Executive Officer and President 3 ANNEX IV December 29, 1997 IMPRIMIS SB L.P. 411 West Putnam Avenue, Suite 125 Greenwich, CT 06830 Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 7(h) of the Securities Purchase Agreement, dated as of December 22, 1997 (the "Securities Purchase Agreement"), by and between Media Logic, Inc., (the "Company") and you relating to the sale and issuance by the Company of 1,133,334 shares (the "Shares") of common stock of the Company, $.01 par value per share (the "Common Stock") and warrants (the "Warrants") to purchase 1,333,334 shares of Common Stock of the Company. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Securities Purchase Agreement. We have acted as counsel for the Company in connection with the sale of the Shares and the Warrants and in connection with the execution and delivery of the Securities Purchase Agreement dated as of December 22, 1997, by and between the Company and you. We have examined the Company's Restated Articles of Organization and By-laws, as amended, to date, the Securities Purchase Agreement, the Warrants, a Certificate of an Officer of the Company dated as of the date hereof and delivered to you pursuant to Section 7(g) of the Securities Purchase Agreement, a Certificate of the Assistant Clerk of the Company (the "Assistant Clerk's Certificate") dated as of the date hereof and delivered to you pursuant to Section 7(g) of the Securities Purchase Agreement, a Certificate of Good Standing of the Company issued by the Secretary of State of the Commonwealth of Massachusetts on December 19, 1997 as is attached to the Assistant Clerk's Certificate as Exhibit E thereto and such records of the corporate proceedings of the Company as we have deemed material. We have made such inquiry of the officers of the Company and have examined such other Company records, documents, agreements and instruments of the Company made available to us and certificates of officers of the Company and of public officials and have examined such questions of law as we have deemed necessary for the purposes of this opinion. In rendering this opinion, we have relied, as to all questions of fact material to this opinion, upon certificates of public officials and officers of the Company, and representations and warranties of the Company contained in the Securities Purchase Agreement and any certificates required thereby. Any reference herein to "our knowledge" or any derivation thereof shall mean knowledge of the particular attorneys in this firm who have performed services for the Company on behalf of this firm without any independent investigation except as otherwise described above. We have assumed, without independently verifying such assumptions, the genuineness of IMPRIMIS SB L.P. December 29, 1997 Page 2 the signatures on all of the documents examined by us, the authenticity of all documents furnished for our examination as originals, and the conformity to original documents of all documents furnished to us as copies, including documents transmitted by telecopy. For purposes of this opinion, we have assumed that you have all requisite power and authority and have taken all necessary action to effect the transactions mentioned above, and we have assumed that you have complied with all applicable federal or state laws and regulations in connection with the purchase of the Shares and the Warrants and the execution and delivery of the Securities Purchase Agreement. The opinions hereinafter expressed are qualified (a) to the extent that the validity or enforceability of any agreement or instrument or of any right granted thereunder may be subject to or affected by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, (b) by legal and equitable limitations on the availability of specific performance as a remedy and the discretion of the court in awarding equitable relief and (c) insofar as indemnification or contribution for liabilities arising under the Securities Act of 1933, as amended, may be deemed to be against public policy or otherwise limited by applicable laws. Further, our opinion with respect to the Company's agreement to file a listing application for the Warrants with the American Stock Exchange and to use its best efforts to register the Warrants for public trading, as set forth in Sections 4(s) and 4(t) of the Securities Purchase Agreement, is subject to the approval of the Company's Board of Directors to so register the Warrants, such approval which we have been informed that the Company is seeking. We do not express any opinion with respect to the securities or "blue sky" laws of any state or foreign jurisdiction. Based upon the foregoing and subject to the final paragraph of this letter, we are of the opinion that: 1. Each of the Company and the Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the Commonwealth of Massachusetts and the State of Delaware, respectively. To our knowledge, the Company and the Subsidiary are duly qualified to transact business and are in good standing in all jurisdictions where the Company or the Subsidiary owns or leases its respective property, maintains its respective employees or conducts its respective business, except for jurisdictions in which the failure to so qualify would not have a Material Adverse Effect on the Company or the Subsidiary. The Company and the Subsidiary have all requisite corporate power and authority to own their respective properties and conduct their respective businesses as currently conducted. IMPRIMIS SB L.P. December 29, 1997 Page 3 2. The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, $.01 par value per share (the "Common Stock"). To our knowledge, except for the Securities Purchase Agreement and the Warrants and except as set forth on Schedule 3(c) of the Disclosure Schedule, (i) there are no bonds, debentures, notes or other indebtedness or securities of the Company, in any such case having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote, (ii) there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Common Stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking, and (iii) there are no outstanding rights, commitments, agreements, arrangements, or undertakings of any kind obligating the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or other voting securities of the Company or any securities of the type described in clauses (i) and (ii) above. 3. The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all material required to be filed pursuant to Sections 13(a) or 15(d) of the Exchange Act for a period of at least 12 months preceding the date hereof. 4. When issued, executed, delivered and sold by the Company in accordance with the Securities Purchase Agreement, the Shares and the Warrants will have been duly and validly issued, executed and delivered, will be fully paid and non-assessable (provided that the Warrants' exercise price shall be payable upon exercise of the Warrants) and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits provided in the Securities Purchase Agreement, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). The Exercise Shares have been duly authorized and reserved for issuance upon Exercise of the Warrants and, when issued and delivered upon such exercise in accordance with the Warrants, will by duly issued, fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights. 5. The Company has the requisite corporate power and authority to enter into the IMPRIMIS SB L.P. December 29, 1997 Page 4 Securities Purchase Agreement, to sell and deliver the Shares, the Warrants and the Exercise Shares as described in the Securities Purchase Agreement, and to consummate the transactions that are contemplated in the Securities Purchase Agreement. Subject to the Company's Board of Directors' authorization of the registration of the Warrants under the Securities Exchange Act of 1934, as amended, and the filing of a listing application with respect to the Warrants with the American Stock Exchange, the Securities Purchase Agreement has been duly and validly authorized by all necessary corporate action by the Company and to our knowledge, no approval of any governmental or other body is required for the execution and delivery of the Agreement by the Company or the consummation of the transactions contemplated thereby (other than the American Stock Exchange with respect to the listing of the Shares, Exercise Shares and Warrants). The Securities Purchase Agreement has been duly and validly executed and delivered by and on behalf of the Company and, subject to the Board of Directors' approval set forth in the immediately preceding sentence with respect to the subject matter thereof, is a valid and binding agreement of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except as to compliance with federal, state, and foreign securities laws, as to which no opinion is expressed. 6. To the best of our knowledge, after due inquiry, the execution, delivery and performance of the Securities Purchase Agreement by the Company and the performance of its obligations thereunder do not and will not constitute a breach or violation of any of the terms and provisions of, or constitute a default under or conflict with or violate any provision of (i) the Company's Restated Articles of Organization or By-laws, (ii) any indenture, mortgage, deed of trust, material agreement or other instrument to which the Company is a party or by which is or any of its property is bound, (iii) any applicable statute or regulation, (iv) any judgment, decree or order of any court or governmental body having jurisdiction over the Company or any of its property, or (v) any license, franchise, permit or other similar authorization held by the Company, except as to defaults, violations or breaches which individually or in the aggregate would not have a Material Adverse Effect on the Company. 7. The issuance of the Common Stock upon exercise of the Warrants in accordance with the terms and conditions of the Securities Purchase Agreement will not violate the applicable listing agreement between the Company and any securities exchange or market on which the Company's securities are listed, including the American Stock Exchange Listing Standards and Requirements. IMPRIMIS SB L.P. December 29, 1997 Page 5 8. The Company complies with the eligibility requirements for the use of Form S-3 under the Securities Act of 1933, as amended. 9. Except as described in Schedule 3(j) of the Disclosure Schedule to the Securities Purchase Agreement, to our knowledge, after due inquiry, there is no pending or threatened litigation, investigation or other proceeding against the Company or the Subsidiary which would, insofar as can reasonably be foreseen, individually or in the aggregate, have a Material Adverse Effect on the Company or the Subsidiary. 10. To our knowledge, except for the Subsidiary, the Company does not have any subsidiaries or own or hold, directly or indirectly, any equity or other security interests in any corporation, partnership, limited liability company, joint venture or other entity. To our knowledge, there are no restrictions on the transfer of shares of Common Stock other than those imposed by relevant state and federal securities laws. To our knowledge, there are no voting trusts, voting agreements, proxies or other agreements or instruments with respect to the voting of the Common Stock nor are there any commitments, agreements, arrangements or undertakings of any kind relating to dividend rights or disposition of the Common Stock, to which the Company is a party. To our knowledge, except as provided in the Securities Purchase Agreement and as set forth in Schedule 3(c) of the Disclosure Schedule, no Person has the right to demand or other rights to cause the Company to file any registration statement under the Securities Act. 11. No permit, consent, approval, license or order of, authorization of, or registration, declaration or filing with, any court or other governmental entity is required to be obtained or made in connection with the execution, delivery or performance of the Securities Purchase Agreement or the Warrants by the Company or the consummation of the transactions contemplated thereby (other than with respect to the American Stock Exchange in connection with the listing of the Registrable Securities and the approvals required in connection with a registration of the Registrable Securities). This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention including changes in law which may occur hereafter. Our opinions above are limited to the laws of the Commonwealth of Massachusetts, and the federal law of the United States of America and we express no opinion with respect to the laws of any other jurisdiction. We note that the Securities Purchase Agreement states that it is governed by the law of the State of New York, and for purposes of the opinions set forth in paragraph 5 above, we have assumed, with your consent, that the law of the State of New York is identical to the law of the Commonwealth of Massachusetts. Furthermore, we express or imply no opinion with respect to compliance with anti-fraud statutes, IMPRIMIS SB L.P. December 29, 1997 Page 6 rules or regulations of applicable state or federal law. This letter is furnished to you as the purchaser of the Shares and Warrants and is solely for your benefit and may not be relied upon by any other person or for any other purpose. Very truly yours, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. SCHEDULE 3C DEBENTURES
HOLDER AMOUNT - ------------------------------------------------------------------------------------------------------ ---------- One & Co.............................................................................................. $ 100,000 F.T.S. Worldwide...................................................................................... $ 300,000 Beauchamp Finance Ltd................................................................................. $ 120,000 Euro Factors Int'l, Inc............................................................................... $ 100,000 Ramlu Trading Corp.................................................................................... $ 80,000 F.T.S. Worldwide...................................................................................... $ 750,000
WARRANTS
HOLDER NUMBER OF SHARES EXERCISE PRICE PER SHARE - ----------------------------------------------------------------------- ----------------- --------------------------- Digital Media and Communications, L.P.................................. 410,870 $3 ACFS Limited........................................................... 240,000 $3 Adar Equities LLC...................................................... 900,000 $3 Rochon Capital Group, Ltd.............................................. 200,000 $2 First Granite Securities, Inc.......................................... 500,000 $2
OPTIONS
OPTIONS AUTHORIZED OPTIONS OUTSTANDING BUT UNISSUED ------------------- ------------------ Media Logic Inc. 1991 Stock Option Plan.... 610,592 414,808
REGISTRATION RIGHTS
HOLDER NUMBER OF SHARES - ----------------------------------------------------------------------------------------------- ----------------- Digital Media and Communications L.P........................................................... 410,870 ACFS Limited................................................................................... 240,000 Adar Equities LLC.............................................................................. 900,000 Rochon Capital Group, Ltd...................................................................... 200,000 First Granite Securities, Inc.................................................................. 500,000 F.T.S. Worldwide............................................................................... 833,334* Boston Group LP................................................................................ 250,000** First Granite Securities, Inc. Raymond Leclerc................................................................................ 1,000,000 Lee H. Elizer.................................................................................. 8,000***
- ------------------------ * Assumes $.90 conversion price for outstanding debentures ** Expected--See Schedule 3H *** Shares to be issued October 23, 1998 pursuant to Separation Agreement. AGREEMENTS TO ISSUE SECURITIES 8,000 shares to be issued to Lee H. Elizer on October 23, 1998 pursuant to Separation Agreement dated October 23, 1996. REDEMPTION RIGHTS F.T.S. Worldwide--$750,000 Debentures--pursuant to Section 2(d) of Registration Rights Agreement dated October 27, 1997. SCHEDULE 3H
HOLDER INSTRUMENT AMOUNT DATE - ----------------------------------------- -------------------------- -------------------- -------------------- F.T.S. Worldwide......................... Convertible Debenture $750,000 October 29, 1997 (Disclosed in Schedule 3C) First Granite Securities, Inc............ Warrants 500,000 shares October 29, 1997 (Disclosed in Schedule 3C) exerciseable at $2 per share Boston Group LP.......................... Warrants 250,000 shares To be issued upon First Granite Securities, Inc. exerciseable at the execution of a greater of $2 per securities purchase share or the Market agreement and Price per share payment of the purchase price
REGISTRATION RIGHTS
HOLDER NUMBER OF SHARES - ---------------------------------------------- ----------------- Boston Group LP............................... 250,000 Subject to issuance of warrants as described First Granite Securities, Inc. above
SCHEDULE 3J PENDING LITIGATION On or about January 16, 1996, Media Logic, Inc. and its subsidiary MediaLogic ADL, Inc. (collectively, "Media Logic") commenced an action against Christian P. Marlowe and Marlowe Engineering Company (collectively "Marlowe") seeking (a) a declaration of the rights of Media Logic under certain technology transfer and consulting agreements, and (b) damages for Marlowe's breach of those Agreements. On June 5, 1996, Marlowe answered the complaint and counterclaimed, asserting claims for breach of contract, misrepresentation, promissory estoppel, violation of the implied covenant of good faith and fair dealing, M.G.L.c. 93A, and declaratory judgment. On June 11, 1996, Marlowe amended the counterclaim to include a defamation count relating to a press release issued by Media Logic concerning the litigation. In August 1996, Media Logic moved to dismiss the counterclaims. The Court denied Media Logic's motion in November 1996. Currently the parties are engaged in pre-trial discovery. SCHEDULE 3K EVENTS OF DEFAULT None SCHEDULE 3L LEASES
LOCATION LANDLORD TERM DATE RENT/MONTH PURPOSE - ---------------------------- ---------------------------- ----------- ------------- ---------------------------- 31 South Street............. D&K Realty Trust 4/30/08 6950 company headquarters Plainville, MA 1965 57th St................ Cottonwood Land and Farm 1/31/99 6949 former R&D offices Boulder, CO Ltd. This property has been sublet for the remainder of the lease term. 2280 Wilderness Place....... Avalon Investment Co. 3/31/00 2774 former R&D offices Ste. B Boulder, CO Sublease for the remainder of this lease term to be executed as of January 1, 1998. 2340 E Trinity Mills........ F.E.S. Mgmnt. Mo/ Mo 770 sales office Carrollton, TX One O'Hare Center........... Alliance Business Center Mo/ Mo 1341 sales office 6250 River Road Rosemount, IL American Office Center...... Great Offices Inc Mo/ Mo 885 sales office 8 Corporate Park Irvine, CA
SCHEDULE 3M PATENT APPLICATIONS U. S. Patent Application Serial No. 08/547,713 Entitled: TRANSFER MECHANISM U.S. Patent Application Serial No. 08/548,413 Entitled: DATA LIBRARY U.S. Patent Application Serial No. 08/548,483 Entitled: DATA STORAGE SYSTEM U.S. Patent Application Serial No. 08/548,485 Entitled: CONVEYOR SYSTEM U.S. Patent Application filed Nov. 17, 1997 (Serial No. not yet issued) Entitled: TAPE LIBRARY COPYRIGHTS
REGISTRATION REGISTRATION TITLE NO. DATE - ------------------------------------------------------------------------- --------------- --------------------- ML5000 Rev. 4.21......................................................... TXU 526 355 July 17, 1992 ML3100 Rev. 4.42......................................................... TXU 575 165 September 3, 1993 ML3200-24 Rev. 2.05...................................................... TXU 592 148 September 3, 1993 ML3600/ML3200-48 Rev. 2.37............................................... TXU 592 149 September 3, 1993
TRADEMARKS
REGISTRATION REGISTRATION TITLE NO. DATE JURISDICTION - -------------------------------------- ----------- -------------------- ------------------- ACCUCOPY.............................. 1,896,826 May 30, 1995 United States PROCESSLOGIC.......................... 1,930,272 October, 24, 1995 United States MEDIALOGIC............................ 1,973,194 May 7, 1996 United States MEDIALOGIC............................ 1,713,315 September 8, 1992 United States
SCHEDULE 3N LEASE
ANNUAL LOCATION LANDLORD TERM DATE COMMITMENT PURPOSE - ----------------- -------------------- ----------- ------------ --------------------------- 31 South Street D&K Realty Trust 4/30/08 $ 83,400 Company headquarters Plainville, MA
SCHEDULE 3O RELATED PARTY TRANSACTIONS Lease with D&K Realty Trust on company headquarters at 310 South Street, Plainville, MA. Principals in D&K Realty Trust are David Lennox, former President and director of the company, and Klaus Peter, former Senior Vice President and Director of the company. Neither Mr. Lennox nor Mr. Peter is employed by the company nor does either Mr. Lennox or Mr. Peter have any agreement of any type with the company other than pursuant to the above referenced lease with D&K Realty Trust. EX-99.2 4 EX-99.2 Exhibit 99.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as December 22, 1997, is entered into by and between MEDIA LOGIC, INC., a Massachusetts corporation (the "Company"), and WEXFORD SPECTRUM INVESTORS LLC, a Delaware limited liability company (the "Buyer"). W I T N E S S E T H: WHEREAS, the Company and the Buyer are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded, inter alia, by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), and/or Section 4(2) of the 1933 Act; and WHEREAS, the Buyer wishes to purchase, upon the terms and subject to the conditions of this Agreement, shares of the common stock, $.01 par value per share, of the Company (the "Common Stock"), upon the terms and subject to the conditions set forth herein; NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. AGREEMENT TO PURCHASE; PURCHASE PRICE. a. Purchase. Upon the terms and subject to the conditions set forth in this Agreement, the undersigned hereby agrees to purchase from the Company 566,666 shares (the "Shares") of Common Stock for ninety cents ($0.90) per share, for an aggregate purchase price (the "Purchase Price") of $509,999.40. The Purchase Price for the Shares shall be payable in United States Dollars. b. Form of Payment. In consideration of the issuance and sale of the Shares and the Warrants (as hereinafter defined) by the Company to the Buyer, the Buyer shall pay the Purchase Price by delivering immediately available good funds in United States Dollars pursuant to the wire instructions set forth in Section 1(c). Immediately upon payment by the Buyer to the Company of the Purchase Price of the Shares, the Company shall deliver certificates evidencing such Shares duly executed on behalf of the Company and countersigned by the Company's transfer agent to the Buyer, together with warrant certificates, the form of which is attached hereto as ANNEX I hereto, evidencing the Warrants (the "Warrants"), duly executed on behalf of the Company, and the Shares and Warrants shall each be free and clear of all security interests, liens, pledges, charges, escrows, options, rights of first refusal, encumbrances, agreements, arrangements, commitments or other claims of any kind or character (collectively, the "Claims"). The obligation of the parties hereto as set forth in this Section 1(b) are subject to the satisfaction of the conditions set forth (i) in the case of the Buyer, in Section 7(c) and (ii) in the case of the Company, in Section 6(d), each of which may not be waived by either party hereto. c. Method of Payment. Payment of the Purchase Price shall be made by wire transfer of funds to the Company in accordance with the following instructions: FLEET BANK OF MA Account Name MEDIALOGIC, INC. Account No. 050-0759123 Bank ABA #011500010 SWIFT address: FLTBUS3B Bank Phone # 800/841-4000 Please reference invoice # on Transfer d. Affiliates. For purposes of this Agreement (except as expressly defined in Section 3(t) solely for purposes of Section 3(t)), "Affiliate" shall mean (a) such as is defined in the Securities Exchange Act of 1934, as amended, and (b) as to each other, IMPRIMIS SB L.P. and WEXFORD SPECTRUM INVESTORS LLC. 2. BUYER REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Buyer represents and warrants to, and covenants and agrees with, the Company as follows: a. Without limiting Buyer's right to sell the Shares pursuant to the Registration Statement (as hereinafter defined), the Buyer is purchasing the Shares in the ordinary course of its business and for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof or any arrangement or understanding with any other persons regarding the distribution or purchase of such Shares; b. The Buyer is (i) an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3), (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Shares; c. All subsequent offers and sales of the Shares by the Buyer shall be made pursuant to registration of the Shares under the 1933 Act or pursuant to an exemption from registration; d. The Buyer understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgments and 2 understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Shares; e. The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by the Buyer. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, the Buyer has also had the opportunity to obtain and to review the Company's (1) Annual Report on Form 10-K for the fiscal year ended March 31, 1997 (the "Form 10-K"), (2) Amendment No. 1 to the Form 10-K on Form 10-K/A, (3) Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 1997 and September 30, 1997 and (4) Proxy Statement dated August 11, 1997 (collectively, the "Company's SEC Documents"). f. The Buyer, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to making an investment decision like that involved in the purchase of the Shares and the Buyer understands that its investment in the Shares involves a high degree of risk; g. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares; h. The Buyer has full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid and binding agreement of the Buyer enforceable in accordance with its terms, subject as to enforceability to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity) and to bankruptcy, insolvency, fraudulent transfer, reorganization moratorium and other similar laws affecting creditors' rights generally. i. Neither the Buyer, nor any affiliate of the Buyer, has any present intention of entering into, any put option, short position, or other similar position with respect to the Shares. 3. COMPANY REPRESENTATIONS, WARRANTIES, ETC. The Company represents and warrants to the Buyer that: a. Organization, Standing and Power. (i) The Company and its wholly-owned subsidiary, MediaLogic ADL, Inc. (the "Subsidiary"), are duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and the State of Delaware, respectively, and each has all requisite corporate power and authority to own, lease and operate its respective properties and to carry on its respective businesses as now being conducted and 3 as currently proposed to be conducted. The Company and the Subsidiary are duly qualified to do business and are in good standing in each jurisdiction in which such qualification is necessary because of the property owned, leased or operated by them or because of the nature of their business as now being conducted, except for those jurisdictions where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), operations, business, assets, liabilities, earnings or prospects of the Company and the Subsidiary taken as a whole ("Material Adverse Effect"). (ii) The Company has, prior to the execution and delivery by the Company of this Agreement, delivered to the Buyer a true and complete copy of the Certificate of Incorporation (together with any amendments thereto) and the By-laws of the Company. The minute books of the Company are true and complete in all material respects. b. Securities Purchase Agreement; Warrants and Stock. The Company has all requisite corporate power and authority to execute and deliver this Agreement, the certificates evidencing the Warrants, and the certificates evidencing the Shares and to perform all of its obligations and undertakings under such agreements and to carry out the transactions contemplated under such agreements. This Agreement, the certificates evidencing the Shares and the Warrants and the transactions contemplated thereby, and the issuance and sale of the Shares and the Warrants, have each been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery or performance by the Company of this Agreement or the Warrants. This Agreement has been duly executed and delivered by the Company and this Agreement is, and the Warrants, when executed and delivered by the Company, will be, valid and binding agreements of the Company enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity) and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally. c. Capitalization; Equity Interests. (i) As of the date of this Agreement, the authorized capital stock of the Company consists solely of 20,000,000 shares of Common Stock, of which 8,563,660 shares are issued and outstanding. The outstanding shares of Common Stock have been duly authorized and issued and are fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights. The Shares have been duly authorized and, when issued in accordance with this Agreement, will (i) be duly issued, fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder. The shares of Common Stock initially issuable upon exercise of the Warrants (the "Exercise Shares") have been duly authorized and reserved for issuance upon exercise and, when issued upon such exercise, will (ii) be duly issued, fully paid and non-assessable and not subject to any purchase option, or right of first refusal or preemptive, 4 subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder. (ii) Except for this Agreement, the Warrants and as set forth in Schedule 3(c) of the Disclosure Schedule, (x) there are no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote, (y) there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Common Stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call right, commitment, agreement, arrangement or undertaking and (z) there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or other voting securities of the Company or any securities of the type described in clauses (x) or (y) above. No dividends on any shares of Common Stock have been declared but not yet paid. (iii) Except for the Subsidiary, the Company does not have any subsidiaries or own or hold, directly or indirectly, any equity or other security interests in any corporation, partnership, limited liability company, joint venture or other entity. The Company is not subject to any liability for any claim that the Company violated any applicable Federal or state securities laws in connection with the issuance of Common Stock or other securities. There are no restrictions on the transfer of shares of Common Stock other than those imposed by relevant state and Federal securities laws. There are no voting trusts, voting agreements, proxies or other agreements or instruments with respect to the voting of the Common Stock to which the Company is a party, or to the best of the knowledge of any of the Company's officers, directors or employees (the "Company's Knowledge"), among or between any persons other than the Company. Except as set forth in Schedule 3(c) of the Disclosure Schedule, no person has the right to demand or other rights to cause the Company to file any registration statement under the 1933 Act relating to any securities of the Company presently outstanding or any right to participate in any such registration statement. (iv) The Company has registered its Common Stock pursuant to Section 12 of the Exchange Act, and the Common Stock is listed and traded on the American Stock Exchange ("AMEX"). d. Non-contravention. The execution and delivery of this Agreement and the Warrants by the Company, the issuance of the Shares and the Warrants, and the consummation by the Company of the other transactions contemplated by this Agreement, the Warrants and compliance by the Company with any of the provisions hereof or thereof do not and will not conflict with or result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a 5 right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to any increased, additional, accelerated or guaranteed rights or entitlement of any person or entity under, or result in the creation of any Claim on the properties or assets of the Company under (i) the restated articles of organization or by-laws of the Company, (ii) any indenture, mortgage, note, bond, license, lease, contract, commitment, arrangement, deed of trust, or other material agreement or instrument to which the Company is a party or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock except as herein set forth, (iii) to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or (iv) to its knowledge, any judgment, decree or order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Company or any of its properties or assets (v) any license, franchise, permit or other similar authorization held by the Company, except such conflict, breach or default which would not have a Material Adverse Effect on the transactions contemplated herein. e. Financial Statements. (i) The consolidated financial statements (the "Financial Statements") of the Company set forth in the (A) Company's Annual Report on Form 10-K for the year ended March 31, 1997, reported on by Arthur Andersen LLP, (B) Amendment No. 1 to the Form 10-K on Form 10-K/A, and (C) Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 1997 and September 30, 1997, in each case fairly present the consolidated financial position of the Company as of such dates and the consolidated results of operation and cash flows for such periods then ended in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. Arthur Andersen LLP is an independent accountant as defined under the 1933 Act and the rules and regulations promulgated thereunder. (ii) All reserves established by the Company are reflected on the balance sheets contained in the Financial Statements or in the footnotes to the Financial Statements of the Company and in management's reasonable estimate are adequate in the aggregate and there are no loss contingencies that are required to be accrued by Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for on such balance sheets. As of the date hereof, except for liabilities (A) reflected on or reserved against on the balance sheet as of September 30, 1997 (the "Latest Balance Sheet") (B) incurred in the ordinary course of the Company's business and consistent with past practice or (C) contemplated by this Agreement, the Company has no liabilities (absolute, accrued, fixed, contingent, known, unknown or otherwise) which would be required by GAAP to be reflected or reserved against on the balance sheet of the Company and which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (iii) Any forecasts and projections previously delivered to the Buyer by the Company have been prepared in good faith and on the basis of assumptions that are fair and reasonable in light of current and reasonably foreseeable circumstances. 6 f. Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Shares or the Warrants to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained and except as contemplated in Section 4(s) of this Agreement. g. SEC Filings. None of the SEC filings with the Securities and Exchange Commission since the filing of the 10-K on March 31, 1997 contained, at the time they were filed, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein in light of the circumstances under which they were made, not misleading. The Company has since December 22, 1996 timely filed all requisite forms, reports and exhibits thereto with the Securities and Exchange Commission. h. Absence of Changes. Except as set forth on Schedule 3(h) of the Disclosure Schedule and except as may apply in the context of the Securities Purchase Agreement entered into between the Company and an Affiliate of the Buyer of even date herewith (the "Affiliate Purchase Agreement"), since September 30, 1997, the Company and the Subsidiary have operated in the ordinary course consistent with past practice and there has not been: (i) any event, occurrence or development or state of circumstances of facts which has had or would reasonably be expected to have a Material Adverse Effect; (ii) any payment, discharge or satisfaction of any Claim or obligation of the Company or the Subsidiary or any amendment, termination or waiver of any rights of value to the Company or the Subsidiary, except in the ordinary course of business and consistent with past practice; (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of Common Stock of the Company or the Subsidiary any direct or indirect redemption, purchase or other acquisition of any such shares; (iv) any creation of any Claim on, or any assignment or other disposition of, any property of the Company or the Subsidiary, except in the ordinary course of business consistent with past practice, and which Claims, assignments and dispositions together with all other such Claims, assignments and dispositions would not have a Material Adverse Effect; (v) any write-down of the value of any asset of the Company or the Subsidiary or any write-off as uncollectible of any accounts or notes receivable or any portion thereof, other than write-downs or write-offs which in the aggregate do not exceed $25,000; 7 (vi) any capital expenditure or commitment or addition to property, plant or equipment of the Company or the Subsidiary, individually or in the aggregate, in excess of $25,000; (vii) (A) any change in any bonus, commission, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment or (B) any increase in any such compensation, bonus, commission, pension, profit sharing or other benefit payable now or in the future to any shareholder, director or officer of the Company or the Subsidiary, or any Affiliate (as defined in the Exchange Act) of such person (or, in each case, the entering into of any agreement to effect the same); (viii) any obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by the Company or the Subsidiary, other than obligations incurred in the ordinary course of business and consistent with past practice; (ix) any issuance or sale, or any contract entered into for the issuance or sale, of any shares of capital stock or securities convertible into or exercisable for shares of capital stock of the Company or the Subsidiary; (x) any cancellation of any debts or claims or any amendment, termination or waiver of any rights of value to the Company or the Subsidiary; (xi) any material damage, destruction or loss (whether or not covered by insurance) affecting any asset or property of the Company or the Subsidiary; (xii) any change in the independent public accountants of the Company or the Subsidiary or in the accounting methods or accounting practices followed by the Company or the Subsidiary or any change in depreciation or amortization policies or rates; or (xiii) any agreement, whether in writing or otherwise, to take any of the actions specified in the foregoing items (i) through (xii). i. Full Disclosure. There is no fact known to the Company (other than general economic conditions known to the public generally) or as disclosed in the documents referred to in Section 2(e), that has not been disclosed in writing to the Buyer that (i) would reasonably be expected to have a material adverse effect on the business or financial condition of the Company or the Subsidiary or (ii) would reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to this Agreement. j. Absence of Litigation. Except as set forth in Schedule 3(j) of the Disclosure Schedule, there is no action, suit, claim, legal, or administrative or arbitration proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company or the Subsidiary, 8 wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on the business or financial condition of the Company or the Subsidiary or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. k. Absence of Events of Default. Except as set forth in Schedule 3(k) of the Disclosure Schedule, no Event of Default, as defined in the respective agreement to which the Company is a party, and no event which, with the giving of notice or the passage of time or both, would become an Event of Default (as so defined), has occurred and is continuing, which would have a Material Adverse Effect on the Company's financial condition or results of operations. l. Assets, Property And Related Matters; Real Property. (i) The Company or the Subsidiary has good title to, or a valid leasehold interest in, as applicable, all of the assets reflected on the Financial Statements, free and clear of all Claims. To the Company's Knowledge, such assets (other than inventory) are in good operating condition and repair, subject to ordinary wear and tear and constitute all of the properties, interests, assets and rights held for use or used in connection with the business and operations of the Company or the Subsidiary and constitute all those necessary to continue to operate the business of the Company or the Subsidiary, as the case may be, consistent with current and historical practice. (ii) All leases of real property to which the Company or the Subsidiary is a party ("Leases"), as set forth in Schedule 3(1) of the Disclosure Schedule, are in writing and in full force and effect and constitute valid and binding obligations of the Company and, to the Company's Knowledge, of the other parties thereto, enforceable in accordance with their respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. The Company or the Subsidiary holds good and valid title to the leasehold interests under the Leases for the term of each such Lease, free and clear of all Claims. The Leases have not been modified in any material respect, except to the extent that such modifications are disclosed, in writing, in a copy delivered to the Buyer. There exists no material default, or any event which upon notice or the passage of time, or both, would give rise to any material default, in the performance of the Company or the Subsidiary or, to the Company's Knowledge, by any lessor under any such lease. Except as disclosed on Schedule 3(l) of the Disclosure Schedule, the Company or the Subsidiary have not, and to the Company's Knowledge, no other person has, granted any oral or written right to anyone other than the Company or the Subsidiary to lease, sublease or otherwise occupy any of its properties through the end of the applicable lease periods. (iii) The Company does not own, and has not previously owned, any real property. 9 m. Patents, Trademarks and Similar Rights. (i) Set forth on Schedule 3(m) of the Disclosure Schedule is a true and complete list of the patents, patent applications, trademarks (registered or unregistered) and service marks (and any applications or registrations therefor), trade names, corporate names, copyrights, copyright registrations and other intellectual property that currently exists in written form owned or filed by, or licensed to, the Company or the Subsidiary or used in the conduct of the Company's or the Subsidiary's business as presently conducted ("Intellectual Property"). With respect to registered trademarks, Schedule 3(m) of the Disclosure Schedule sets forth a list of all jurisdictions in which such trademarks are registered or applied for and all registration and application numbers. To the Company's Knowledge, the Company has all rights to Intellectual Property as are used or are necessary in connection with the businesses of the Company and the Subsidiary as presently conducted, and the Company owns, or has the right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of and sublicense, without payment to any other person or entity, all Intellectual Property free and clear of all Claims whatsoever. The consummation of the transactions contemplated hereby will not conflict with, alter or impair any such right. (ii) Neither the Company nor the Subsidiary has granted any options, licenses or agreements of any kind relating to Intellectual Property or the marketing or distribution thereof. Neither the Company nor the Subsidiary is bound by or a party to any options, licenses or agreements of any kind relating to the intellectual property of any other person or entity. The conduct of the business of the Company and of the Subsidiary as presently conducted does not, to the Company's Knowledge, violate, conflict with or infringe the intellectual property of any other person or entity. No claims are pending, or to the Company's Knowledge, threatened, against the Company or the Subsidiary by any person or entity with respect to the ownership, validity, enforceability, effectiveness or use of any Intellectual Property and, during the past three years, neither the Company nor the Subsidiary has received any communications alleging that the Company has violated any rights relating to intellectual property of any person or entity. n. Agreements. (i) Schedule 3(n) of the Disclosure Schedule contains a true and complete list or description of all written or oral contracts, agreements and other instruments ("Contracts") to which the Company or the Subsidiary is a party (A) relating to indebtedness for money borrowed or the deferred purchase price of property or services or capital leases in excess of $50,000, (B) relating to any forward commitments or to other commitments in excess of $50,000 in any given year, (C) relating to any joint venture, partnership or limited liability company; (D) relating to the employment or compensation of any director, officer or shareholder of the Company or the Subsidiary, or any Affiliate of such companies, and not disclosed in the proxy statement filed in connection with the Company's fiscal year ended March 31, 1997, (E) relating to the employment or compensation of any employee, consultant, independent contractor or other agent of the Company or the Subsidiary, or any Affiliate of such companies, involving a payment in excess of $50,000 in any given year, (F) relating to the sale or other disposition of any assets, properties or rights (other than the sale of inventory), (G) which restricts the Company's or the Subsidiary's ability to do business in any geographic area or grants to any person exclusive or similar rights in any line of business or in any geographic area, (I) which restricts the Company's 10 or the Subsidiary's ability from soliciting employees of another entity or restricts another entity's ability from soliciting the Company's or the Subsidiary's employees, (J) relating to the lease of any machinery, equipment, vehicle or other personal property owned by any other person or entity, for which the annual rental exceeds $50,000; (K) relating to the lease of any real or personal property to any other person or entity, for which the annual rental exceeds $50,000; (L) relating to any advance, loan, extension of credit or capital contribution to, or other investment in, any person or entity not in excess of $50,000 in the aggregate; or (M) that is otherwise material to the business, properties or assets of the Company or the Subsidiary and entered into other than in the ordinary course of business. (ii) All Contracts are valid, binding and in full force and effect as to the Company or the Subsidiary and neither the Company nor, to the Company's Knowledge, any other party thereto is in breach or violation of, or default under, any such Contracts in any material respect. o. Related Party Transactions. Except as set forth on Schedule 3(o) of the Disclosure Schedule, no current or former partner, director, officer, employee or shareholder of the Company or the Subsidiary or any associate or Affiliate thereof, or any parent, spouse, child, brother, sister or any other relative with a relationship (by blood, marriage or adoption) of not more remote than first cousin of any of the foregoing (collectively, "Family Members"), is presently, or during the 12-month period ending on the date of this Agreement has been, directly or indirectly (i) a party to any transaction with the Company (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer, employee or shareholder or such associate) or (ii) to the Company's Knowledge, the direct or indirect owner of an interest in any corporation, firm, association or business organization (other than the ownership of less than two percent (2%) of the outstanding capital stock of any publicly traded entity) which is a present (or potential) competitor, lender, broker or customer of the Company or the Subsidiary, nor does any member of management or any of their Family Members receive income from any source other than the Company or the Subsidiary which relates to the Company's or the Subsidiary's business or should properly accrue to the Company or the Subsidiary. Schedule 3(o) of the Disclosure Schedule sets forth a list of all Family Members who are currently employed or who were employed by the Company or the Subsidiary at any time during the last three fiscal years together with a description of job, title and annual salary and bonus for each such person. Neither the Company nor the Subsidiary has any loans outstanding to any employee, officer, director or shareholder of the Company or the Subsidiary or to any Family Member. p. Disclosure. No representation, warranty or statement of the Company contained in this Agreement, or any other agreement contemplated by this Agreement, or any certificate, schedule, annex or other writing furnished to the Buyer by the Company, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained herein or therein, in light of the circumstances under which they were made, not misleading. 11 q. Investment Company Act. The Company is not an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the SEC thereunder. r. Securities Act. Assuming that the representations and warranties of the Buyer contained in Article 2 are true and correct, the Company has complied with all applicable Federal and state securities laws in connection with the issuance and sale of the Shares. Neither the Company nor anyone acting on its behalf has offered to sell the Shares or similar securities to, or solicited offers with respect thereto from, or entered into any preliminary conversations or negotiations relating thereto with, any person, so as to bring the issuance and sale of such Shares under the registration provisions of the 1933 Act. s. Brokers. Other than the Placement Agents (as defined below), no agent, broker, investment banker, person or firm acting on behalf of the Company or under the authority of the Company is or will be entitled to any broker's or finder's fee or any other commission or similar fee directly or indirectly from any of the parties in connection with any of the transactions contemplated by this Agreement. t. Small Business Matters. The Company, together with its "Affiliates" (as that term is defined in Title 13, Code of Federal Regulations, e121.103), is a "small business concern" within the meaning of the Small Business Investment Act of 1958 and the regulations thereunder (the "SBIC Act"), including Title 13, Code of Federal Regulations, e121.301. The information set forth in the Small Business Administration Forms 480, 652 and Section A of Form 1031 which have been delivered on or prior to the date hereof to the SBIC, regarding the Company is accurate and complete. Neither the Company nor the Subsidiary or Affiliates thereof presently engages in, and it shall not hereafter engage in, any activities, nor shall the Company or its Subsidiary or Affiliates thereof use directly or indirectly the proceeds from the sale of the shares of the capital stock of the Company hereunder (including the Warrants and any capital stock issued respect hereof) for any purpose for which a "small business investment company" (an "SBIC") (as defined in Section 103(3) of the SBIC Act) is prohibited from providing funds by the SBIC Act, including Title 13, Code of Federal Regulations Section, Section 107.720.G. 4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS. a. Restrictions On Transferability. The Company shall not be required to register the transfer of any Shares on the books of the Company unless: (i) such securities have been registered under applicable Federal and state securities laws, (ii) such shares are being transferred pursuant to Rule 144, or any successor rule, promulgated under the 1933 Act or (iii) the Company shall have been provided with an opinion of counsel reasonably satisfactory to it to the effect that the proposed transfer is exempt from the registration requirement of the 1933 Act and the relevant state securities laws. 12 b. Restrictive Legend. The Buyer acknowledges and agrees that until such time as the Shares have been registered under the 1933 Act as contemplated herein and sold in accordance with an effective registration statement, the Shares shall bear a restrictive legend in substantially the following form: THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES, A TRANSFER PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE, UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL OR OTHER REASONABLE ACCEPTABLE EVIDENCE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. c. Filings. The Company undertakes and agrees to make all necessary filings in connection with the sale of the Shares and the Warrants to the Buyer under any United States laws and regulations and any applicable state securities or "Blue Sky" laws, or by any domestic securities exchange or trading market, and to provide a copy thereof to the Buyer promptly after such filing. d. Reporting Status. So long as the Buyer beneficially owns any of the Shares, the Company shall file all reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act") even if the Exchange Act or the rules and regulations thereunder would permit such termination. e. Use of Proceeds. (i) The Company will use the proceeds from the sale of the Shares and the Warrants and the exercise of any Warrants (excluding amounts paid by the Company for legal fees and finder's fees in connection with the sale of the Shares and the Warrants) for internal working capital purposes, and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership enterprise or other person. (ii) The proceeds from the sale of the shares of capital stock of the Company (including the Warrants and any capital stock issued in respect thereof) pursuant to this Agreement (the "Proceeds") shall be used by the Company for general corporate purposes. The Company, the Subsidiary and Affiliates thereof shall provide to representatives of the Buyer which is an SBIC and the SBA reasonable access to its books and records for the purpose of confirming such use of the Proceeds or for other purposes related to the qualifications of the financing provided hereunder or under any of the Documents. If the Company breaches its representations and warranties made in Section 3(t) in any materials respect, such SBIC may elect that any shares of the Company's capital stock and the Warrants held by such SBIC be repurchased by the Company at original cost plus accrued dividends or interest thereon. 13 (iii) So long as an SBIC holds any securities of the Company, the Company, its subsidiaries and Affiliates thereof will comply at all times with the non-discrimination requirements of 13 C.F.R. Parts 112, 113 and 117. (iv) Within 45 days after the end of each fiscal year, and at any other time reasonably requested by any SBIC, the Company shall deliver to such SBIC a written assessment, in form and substance satisfactory to such SBIC of the economic impact of such SBIC's investment in the Company, specifying (1) the full-time equivalent jobs created or retained in connection with the investment, and (2) the impact of the investment on the Company's business in terms of revenue and profits, and on taxes paid by the Company, its subsidiaries and Affiliates thereof and their respective employees. Upon advance written request, the Company promptly (and in any event within 20 days of such request) shall furnish to any SBIC all information (1) reasonably requested by such SBIC in order for such SBIC to comply with the requirements of 13 C.F.R. Section 107.620 or to prepare and file Small Business Administration Form 468 and (2) reasonably requested or required by any Governmental Authority asserting jurisdiction over such SBIC. Any submission of financial information pursuant to this Section shall be under cover of a certificate executed by the president, chief executive officer, chief financial officer or treasurer of the Company certifying that such information (1) relates to the Company, its subsidiaries and affiliates thereof (2) is accurate and (3) if applicable, has been audited by the Company's independent auditors. f. Broker's Fees. The Buyer acknowledges that the Company intends (i) to pay The Boston Group, L.P. and First Granite Securities, Inc. (together, the "Placement Agents") fees of ten percent (10%) and two percent (2%), respectively, of the Purchase Price paid by the Buyer, and (ii) to issue to the Placement Agents warrants to purchase an aggregate of 250,000 shares of Common Stock of the Company (the "Placement Agent Warrants", such aggregate being the total number of Placement Agent Warrants to be issued under this Agreement and the Affiliate Purchase Agreement) with an exercise price per share equal to the greater of (a) $2.00 and (b) the Market Price (as defined in Section 4(h) of this Agreement). g. Expenses. The Company shall pay the Buyer a non-accountable expense reimbursement (the "Expense Reimbursement") of $50,000 to cover the Buyer's expenses, including legal fees and disbursements. The Expense Reimbursement shall be payable in United States Dollars. In addition, the Company shall pay any and all stamp and other documentary taxes payable or determined to be payable in connection with the issuance of the Shares and agrees to hold the Buyer harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. h. Warrants. The Company shall issue to the Buyer the Warrants, which shall consist of five-year warrants to purchase 666,666 shares of Common Stock (the "Exercise Shares") of which (i) Warrants to purchase 333,333 shares of Common Stock shall be exercisable at a price per share equal to the greater of (a) $1.50 or (b) the closing or last price of the Common 14 Stock on the Composite Tape or other comparable reporting system for the trading day immediately preceding the Closing Date (the "Market Price"), and (ii) Warrants to purchase 333,333 shares of Common Stock shall be exercisable at a price per share such that the weighted average exercise price of the 666,666 Warrants issued by the Company to the Buyer under this Agreement shall equal (a) $2.25, if the exercise price of the Warrants issued under Section 4(h)(i) is less than or equal to $1.75, or (b) $2.15, if the exercise price of the Warrants issued under Section 4(h)(i) is greater than $1.75; provided, however, that in no case will the exercise price of any Warrants be less than the Market Price. i. Board of Directors. The Company's Board of Directors shall refrain from filling one of its two currently existing vacancies until such time as a Buyer Nominee (as defined below), if any, has been appointed a Director by the Board of Directors. For the longer of (x) a period of one (1) year beginning on the Closing Date and (y) the period that the Buyer and its Affiliates hold, in the aggregate, shares of capital stock equal to at least five percent (5%) of the outstanding Common Stock of the Company, the Buyer shall have the right to request that its representative, who shall be reasonably acceptable to the Company ("Buyer Nominee"), be appointed to the Company's Board of Directors. Such request shall be made in writing to the Company. Within ten (10) days after its receipt of such request, the Company's Board of Directors shall appoint the Buyer Nominee as a member of the Company's Board of Directors (the "Nominee Appointment"). At the first Company annual shareholders meeting following the Nominee Appointment and at each Company annual shareholders meeting thereafter, the Company shall nominate one representative of the Buyer to the Company's Board of Directors; provided, however, that this subsection 4(i) shall be applied in concert with Section 4(i) of the Affiliate Purchase Agreement such that only one (1) representative of IMPRIMIS SB L.P. and WEXFORD SPECTRUM INVESTORS LLC shall serve on the Company's Board of Directors at any one time pursuant to Section 4(i) of this Agreement or Section 4(i) of the Affiliate Purchase Agreement. j. Conduct Of Business. (i) From the date of this Agreement until the Closing Date, the Company shall operate its business only in the ordinary course of business consistent with past practice. The Company shall not, until the Closing Date, directly or indirectly, cause or permit any state of affairs, action or omission described in clauses (i) through (xiii) of Section 3(h). (ii) From the Closing Date and for so long as the Buyer and its Affiliates, in the aggregate, hold an amount of shares of Common Stock equal to at least five percent (5)% of the Common Stock then outstanding, the Company shall not change its line of business without the prior written consent of the Buyer. (iii) The Company shall (i) take all actions required to assure that the Company remains duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) take all actions required to assure that the Company obtains and maintains all material requisite governmental authority, licenses, and material permits to conduct its business, (iii) conduct its business in material compliance with all requirements of Federal and 15 state law applicable to the Company, and (iv) use commercially reasonable efforts to file all reports or filings with the Internal Revenue Service required of a Qualified Small Business (as defined in Section 1202(d) of the Internal Revenue Code of 1986, as amended), and provide each licensed SBIC with all information requested by any Governmental Authority to permit such SBIC to comply with its obligations under the SBIC Act. Each SBIC shall use commercially reasonable efforts to protect any information which the Company labels as confidential. If any such confidential information is required to be disclosed by such SBIC in order to comply with any such request, the SBIC shall cause to be filed a confidential treatment request on behalf of the Company seeking to withhold from public availability all of such confidential information. For purposes of this Section 4(j), the term "Governmental Authority" shall mean any government or state (or any subdivision thereof), whether domestic, foreign or multinational (including European Union), or any agency, authority, bureau, commission, department or similar body or instrumentality thereof, or any governmental court or tribunal. k. Further Assurances. Each party shall use all commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement as expeditiously as practicable and to ensure that the conditions set forth in Articles 6 and 7 are satisfied, insofar as such matters are within the control of any of them. l. Access And Information. From the date of this Agreement until the first to occur of (x) the Closing Date and (y) the termination of this Agreement in accordance with Article 11, the Company shall permit the Buyer and its representatives to make such investigation of the business, operations and properties of the Company as the Buyer deems necessary or desirable in connection with the transactions contemplated by this Agreement. Such investigation shall include access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and the properties, books, records and commitments of the Company. The Company shall furnish the Buyer and its representatives with such financial, operating and other data and information, and copies of documents with respect to the Company or any of the transactions contemplated by this Agreement, as the Buyer shall from time to time reasonably request. Such access and investigation shall be made upon reasonable notice and at reasonable places and times. Such access and information shall not in any way affect or diminish any of the representations or warranties hereunder. Without limiting the foregoing, during such period, the Company shall keep the Buyer informed as to the business and operations of the Company and shall consult with the Buyer as appropriate. m. Reporting Requirements. For so long as the Buyer and its Affiliates, in the aggregate, or its transferees (except transferees who acquire the Buyers' Common Stock in a transaction not exempt from the registration requirements of the 1933 Act), hold an amount of shares of Common Stock equal to at least five percent (5%) of the Common Stock then outstanding, the Buyer shall have the right to request, and if so requested the Company shall furnish to the Buyer, the following: 16 (i) as soon as practicable after the end of each month and fiscal quarter, and in any event within 45 days thereafter, copies of: (A) an unaudited consolidated balance sheet of the Company as at the end of such month and quarter, (B) unaudited consolidated statements of operations, shareholders' equity and cash flows of the Company for the period ending with such month and quarter and setting forth in comparative form the figures for the corresponding periods in the preceding fiscal year certified by the chief financial officer of the Company as complete and correct, and having been prepared in accordance with GAAP (other than monthly balance sheets and statements of operations, shareholders' equity and cash flows) subject to the absence of footnotes and changes resulting from year-end adjustments; (ii) such financial information (other than the information described in clause (i) above) as the Company and Buyer may agree; (iii) as soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, copies of: (i) a consolidated balance sheet of the Company as at the end of such year, and (ii) consolidated statements of operations, shareholders' equity and cash flows of the Company for such year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, together with supporting notes thereto and accompanied by an opinion thereon of independent accountants of recognized national standing, together with a summary prepared by the Company concerning the Company's operations and financial condition; (iv) no later than 60 days prior to the end of each fiscal year of the Company, the proposed annual business plan and budget (including the capital expenditures and financing plans) of the Company for the next fiscal year; (v) promptly after sending, making available, or filing the same, all reports and financial statements that the Company sends or makes available to the shareholders of the Company or files with the SEC; and (vi) any other information respecting the business, properties or the condition or operations, financial or otherwise, of the Company that the Buyer may from time to time reasonably request, including, but not limited to, business units analyses, performance reviews analyses and monthly sales analyses. The Buyer agrees that with respect to any information received by it pursuant to this subsection (m) ("Requested Information"), the Buyer will use the Requested Information solely for purposes of monitoring and/or assessing its investment in the Company and not for any other purpose and will keep the Requested Information confidential. The Buyer acknowledges that if, and to the extent, it receives Requested Information which is non-public, material information relating to the Company, it may be subject to legal restrictions in connection with the 17 "insider trading" provisions of the federal securities laws with respect to such Requested Information. n. No Shopping. From the date of this Agreement until the earlier of (i) the Closing Date and (ii) the date this Agreement is terminated in accordance with Article 11, the Company shall not, and shall ensure that any directors, officers, agents, representatives or Affiliates of the Company do not, directly or indirectly, solicit or initiate, enter into or conduct, discussions concerning, or exchange information (including by way of furnishing information concerning the Company or their respective businesses) or enter into any negotiations concerning, or solicit, entertain or agree to any proposals for, (i) a merger, consolidation or other business combination involving the Company, (ii) a sale of any equity interest in the Company, (iii) a sale of a significant portion of business or assets of the Company, (iv) a recapitalization or restructuring of the Company or (v) a transaction similar to any of the foregoing. In addition, during such time period, the Company shall not authorize, direct or knowingly permit any officer, shareholder, director, employee or agent of the Company to do any of the foregoing and the Company shall notify the Buyer promptly of the identity of any person who approaches the Company with respect to any of the foregoing, as well as the price and terms of any such proposal, if applicable o. Public Announcements. No press release or public announcement related to this Agreement or the transactions contemplated hereby shall be issued or made without the joint approval of the Buyer and the Company, the Buyer's approval which shall not be unreasonably withheld, unless required by applicable law or legal process in which case the Buyer and the Company shall have the right, to the extent reasonably practicable, to review and comment on such press release or announcement prior to publication. p. Reserved Shares. The Company shall reserve and at all times keep available, free from preemptive rights, out of its authorized but unissued stock, a sufficient number of shares of Common Stock to provide for the issuance of such shares upon the exercise of the Warrants. q. Notification. The Company shall promptly notify the Buyer of (i) any notice or other communications from any person or entity that the consent of such person or entity is or may be required in connection with the consummation of the transactions contemplated hereby and (ii) any notice or other communication from any Governmental Authority (as defined in Section 4(j)(iii) of this Agreement) in connection with the consummation of the transactions contemplated hereby. r. Negative Covenants. For so long as the Buyer and its Affiliates hold an aggregate amount of shares of Common Stock equal to at least five percent (5%) of the Common Stock then outstanding on a fully diluted basis, then the following actions by the Company or the Subsidiary, shall require the prior written consent of the Buyer (in addition to any stockholder or Board of Directors approval as may be required by applicable statute, agreement or otherwise): 18 (i) the purchase, construction, acquisition, sale, lease, exchange or disposition of any property or asset, or the making of any investment, other than in the ordinary course of business, the purchase price or value of which exceeds $100,000; (ii) the entry into any agreement or series of related agreements, including any agreement to borrow money that, either individually or collectively, (A) creates a monetary obligation or a liability greater than $100,000 or (B) grants a mortgage on, a security interest in, a pledge or otherwise encumbers, any material asset of the Company or the Subsidiary; (iii) the entry into any transaction, including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments or the issuance of securities (including stock options) (or any amendments, modifications or waivers of any such contract, agreement or arrangement) to any shareholder (who holds in excess of five percent (5%) of the issued and outstanding voting securities of the Company) or any officer or director of the Company or any of their respective Affiliates, or any Family Members of any of the foregoing; (iv) the initiation by the Company of a voluntary case, the filing of, or authorization to file a bankruptcy petition, or request for relief, under Title 11 of the United States Code (11 U.S.C. Section 1, et seq.) or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or consent by the Company to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or a general assignment by the Company for the benefit of creditors, or the failure by the Company generally to pay their respective debts as they become due, or the taking by the Company of any action to authorize any of the foregoing; (v) the loan of funds to, or the guaranty of any obligation or liability of, or the entry into any other agreement, transaction or arrangement with any, officer, director or shareholder (who holds in excess of five percent (5%) of the issued and outstanding voting securities of the Company) of the Company, the Subsidiary or any of their respective Affiliates or of any Family Members of any of the foregoing other than the reimbursement of expenses of any such person in the ordinary course in accordance with the policies of the Company; (vi) the merger or the consolidation of the Company or the Subsidiary with or into another entity or other business combination or the sale, assignment, lease or other disposition of all or substantially all of the assets of the Company or the Subsidiary; (vii) any issuance of securities or any recapitalization, restructuring or other reorganization of the Company, including the capitalization of any subsidiaries of the Company, or any repurchase or redemption of the Company's securities, other than (A) the issuance of shares of Common Stock upon the exercise of stock options either currently 19 outstanding or hereinafter granted pursuant to the Company's 1991 Stock Option Plan, (B) the issuance of shares of Common Stock (1) upon the exercise of warrants outstanding as of the date of this Agreement, (2) upon the conversion of Debentures (as defined in Section 7(i) of this Agreement) outstanding as of the date of this Agreement, (3) upon the exercise of the Affiliate Warrants, or (4) upon the exercise of the Placement Agent Warrants, and (C) as expressly provided in this Agreement; (viii) any distributions or dividends, whether in cash, securities or in property in kind, by the Company to its stockholders; (ix) any material changes in accounting policies of the Company and any removal or appointment of the Company's independent accountants; (x) the settlement of legal, administrative or other suits or proceedings in the Company's name in which the amount in dispute equals or exceeds $100,000; (xi) the establishment or amendment of, or the grant, acceleration or waiver of any terms or conditions in, or determination or acceleration pursuant to the terms of, any pension, retirement, savings, deferred compensation, profit sharing, benefit or incentive plan or any stock option, stock appreciation, stock purchase, performance or other similar plan, for any or all current or former employees, officers or directors of the Company or any of their respective Affiliates or of any Family Member of any of the foregoing; provided that the granting of options to employees (other than officers) for amounts less than 25,000 shares per employee, pursuant to the Company's 1991 Stock Option Plan, under which a maximum of 414,808 options are currently authorized but unissued and can therefore be additionally granted, shall not require the consent of the Buyer; (xii) the amendment of the Certificate of Incorporation or By-laws in any respect; (xiii) any change in any of the names under which the Company conducts business (xiv) the issuance of any new, or amendment to or modification or restatement of any existing, warrants, options, Debentures, calls, rights, commitments, agreements, arrangements or similar undertakings, other than (A) the issuance of options pursuant to the Company's 1991 Stock Option Plan, (B) as may be required to effect the transactions contemplated by this Agreement, and (C) as expressly provided in this Agreement; or (xv) any other transaction, agreement or arrangement or series of related transactions, agreements or arrangements that is material to the business of the Company or to the condition (financial or otherwise), operations, business, assets, liabilities, earnings or prospects of the Company, taken as a whole. 20 s. Additional Listing Application. The Company shall, within two (2) Business Days of the execution of this Agreement, file with AMEX an Additional Listing Application (the "Initial Application") for the Registrable Securities (as defined below, but for purposes of this Section 4(s), excluding the Warrants). To the extent that AMEX approves the Initial Application as to only the Shares and not as to all Registrable Securities (excluding the Warrants), the Company shall, within two (2) Business Days of the Closing Date, file a second or amended Additional Listing Application for the portion of the Registrable Securities (excluding the Warrants) the listing of which was not approved pursuant to the Initial Application. t. Registration of Warrants. The Company shall use its best efforts to, within 60 days of the Closing Date, register (as such term is defined in Section 18(a)(i) of this Agreement) the Warrants for public trading in the United States securities markets. 5. CLOSING DATE. The date and time of the issuance and sale of the Shares and the Warrants (the "Closing Date") shall occur no later than 12:00 Noon, New York time on the first NYSE trading day after the fulfillment or waiver of all closing conditions pursuant to Sections 6 and 7, or such other mutually agreed to time. The closing shall occur on such date at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. The Buyer understands that the Company's obligation to sell the Shares on the Closing Date is subject to the following conditions, any of which may be waived by the Company (with the exception of the condition set forth in Section 6(d)): a. Delivery by the Buyer of good funds as payment in full of an amount equal to the Purchase Price in accordance with Section 1(c) hereof; b. The accuracy on the Closing Date of the representations and warranties of the Buyer contained in this Agreement as if made on the Closing Date and the performance by the Buyer on or before the Closing Date of all covenants and agreements of the Buyer required to be performed on or before the Closing Date; c. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby. d. The Company shall have received notification from AMEX that the Shares have been approved for listing by AMEX. 7. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE. 21 The Company understands that the Buyer's obligation to purchase the Shares on the Closing Date is conditioned upon the following, any of which may be waived by the Buyer (with the exception of the condition set forth in Section 7(c)): a. Delivery by the Company to the Buyer of this Agreement, duly executed by the Company; b. Receipt by the Buyer from the Company of the Expense Reimbursement; c. Delivery by the Company to the Buyer of certificates evidencing the Shares and the Warrants, each (i) duly and validly issued, (ii) in the case of the Shares, listed upon AMEX pursuant to an Additional Listing Application that has been approved by AMEX, and (iii) in accordance with this Agreement; d. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date and reasonably satisfactory to the Buyer. e. All permits, consents, approvals, licenses, orders, authorizations, registrations, declarations, filings and other actions that are required in connection with the execution, delivery or performance of this Agreement, the Warrants and the certificates evidencing the Shares or the transactions contemplated hereby and thereby in order to prevent any of the effects described in Section 3(d) with respect to any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which the Company is a party or by which any of its properties or assets are bound or with respect to any license, franchise, permit or other similar authorization held by the Company shall have been obtained or taken. f. There shall not have been any material adverse change in the condition (financial or otherwise), operations, business, assets, liabilities, earnings or prospects of the Company or the Subsidiary, taken as a whole. g. The Buyer shall have received a certificate of (i) an executive officer of the Company, dated the Closing Date, in substantially the form of ANNEX II and (ii) the Clerk or Assistant Clerk of the Company, dated the Closing Date, in substantially the form of ANNEX III, together with a copy of all documents referenced therein. h. Delivery by the Company to the Buyer of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., in substantially the form attached hereto as ANNEX IV. 22 i. Of the Company's 7% Convertible Subordinated Debentures Due March 24, 2000 and the 7% Convertible Debentures Due October 29, 2000 (collectively, the "Debentures"), no less than ninety percent (90%) of the Debentures have been either (i) converted into Common Stock at a price of ninety cents ($0.90) per share of Common Stock, or (ii) agreed in writing by the holders thereof to be amended such that each Debenture provides (A) for the conversion thereof, for a period of thirty (30) days from the Closing Date, into Common Stock at a price of ninety cents ($0.90) per share of Common Stock and thereafter shall be convertible at the terms originally set forth in such Debenture, and (B) for a minimum conversion price of ninety cents ($0.90) per share of Common Stock. j. The Company's authorized and outstanding capital stock as of the Closing Date includes (i) no greater than 13,935,000 shares of Common Stock outstanding, including (A) the Shares to be issued to the Buyer pursuant to this Agreement and the shares of Common Stock to be issued pursuant to the Affiliate Purchase Agreement, and the capital stock issuable upon exercise of the Warrants and the warrants issued pursuant to the Affiliate Purchase Agreement (the "Affiliate Warrants"), and (B) shares of Common Stock issuable upon the conversion of any outstanding Debentures at a conversion price of ninety cents ($0.90) per share, and (ii) no greater than 3,540,000 outstanding options or warrants to purchase Common Stock, including (A) all options issued or authorized and unissued under the Company's 1991 Stock Option Plan and (B) the Placement Agent Warrants, and excluding the Warrants and the Affiliate Warrants. k. The Buyer shall have received duplicate originals of (A) an executed copy of U.S. Small Business Administration (the "SBA") Form 480 Size Status Declaration, (B) an executed copy of SBA Form 652 Assurance of Compliance for Nondiscrimination and (C) the information needed to complete Part A and Part B of SBA Form 1031. l. The Company shall be in compliance with the requirements of Section 713(a) of the AMEX Listing Standards and Requirements in connection with the issuance of the Shares. m. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby. n. The Market Price is less than or equal to $2.15. 8. LOCK-UP The Buyer hereby covenants and agrees not to offer, sell, contract to sell or otherwise dispose of any shares of Common Stock or any securities of the Company that are substantially similar to the Common Stock, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, the Common Stock or any substantially similar securities until the expiration of a period of seventy-five (75) days from the Closing Date; provided however, that this Section 8 shall not apply, and have no effect upon the Buyer, if (i) there has been a public announcement that a person or group of affiliated or 23 associated persons (other than the Buyer and its Affiliates) has acquired beneficial ownership of twenty percent (20%) or more of the outstanding Common Stock or (ii) a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons (other than the Buyer and its Affiliates) of twenty percent (20%) or more of the outstanding Common Stock, has been commenced or an announcement of an intention to make such an offer has been made. 9. GOVERNING LAW; SPECIFIC ENFORCEMENT; MISCELLANEOUS. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. This Agreement, the Warrants and the schedules, annexes and exhibits hereto or thereto contain the entire agreement among the parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. (ii) Each party expressly agrees that the other party will be irreparably damaged if this Agreement is not specifically enforced, including, without limitation, the covenant set forth in Section 4(i). Upon a breach or threatened breach of the terms, covenants or conditions of this Agreement, the non-breaching party shall, in addition to all other remedies, be entitled to a temporary or permanent injunction, without any showing of any actual damage, or a decree for specific performance, in accordance with the provision hereof. 10. NOTICES. All notices, requests and other communications to any party hereunder shall be in writing and sufficient if delivered personally or sent by telecopy (with confirmation of receipt) or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: COMPANY: MEDIA LOGIC, INC. 310 South Street Plainville, MA 02762 24 Attention: Chief Executive Officer Telecopier No.: (508) 695-8593 with a copy to: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 Attention: Richard R. Kelly, Esq. Telecopier No.: (617) 542-2241 BUYER: WEXFORD SPECTRUM INVESTORS LLC c/o Wexford Management LLC 411 West Putnam Avenue Greenwich, Connecticut 06830 Attention: Robert H. Holtz Telecopy: (203) 862-7310 With a copy to: Howard, Darby & Levin 1330 Avenue of the Americas New York, New York 10019 Attention: Michael B. Hopkins, Esq. Telecopy: (212) 841-1010 or to such other address or telecopy number as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. 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. 11. TERMINATION. (a) This Agreement shall terminate on the earliest to occur of any of the following events: (i) the mutual written agreement of the Buyer and the Company; (ii) at the discretion of either party, if the Closing shall not have occurred prior to the close of business on December 31, 1997; 25 (iii) by written notice of the Buyer to the Company, if the Company shall have materially breached any of its representations, warranties or agreements contained in this Agreement; or (iv) by written notice of the Company to the Buyer, if the Buyer shall have materially breached any of its representations, warranties or agreements contained in this Agreement. (b) Nothing in this Section shall relieve any party of any liability for a breach of this Agreement prior to its termination, except that if this Agreement terminates in accordance with Section 11(a) and the Buyer receives reimbursement of its costs and expenses in accordance with Section 4(h), then this Agreement shall terminate without any further liability. Except as aforesaid, upon the termination of this Agreement, all rights and obligations of the parties under this Agreement shall terminate, except their obligations under Section 4(g) and Section 4(o). 12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Each of the Company's and the Buyer's representations, warranties, agreements and covenants shall survive the execution and delivery hereof of this Agreement and the delivery of the Shares and the Warrants. Neither the period of survival nor the liability of the Company with respect to the representations and warranties shall be reduced by any investigation made at any time by or on behalf of the Buyer. 13. INDEMNIFICATION. (a) The Company indemnifies and holds harmless the Buyer and its Affiliates and each of their members, directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages (including any diminution in value as appropriate), reasonable fees (including attorneys' and other experts' fees and disbursements), liens, taxes, penalties, obligations and expenses (collectively, "Losses") incurred or suffered by any such person or entity arising from, by reason of or in connection with any misrepresentation or breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement or any certificate or other document delivered by the Company under this Agreement. The Company shall indemnify and hold harmless the Buyer and its Affiliates and each of their members, directors, officers, employees and other agents and representatives from and against any and all Losses incurred or suffered by the Buyer, arising from, by reason of or in connection with any third party claim or action, or potential or threatened claim or action, related to this Agreement and the transactions contemplated hereby. (b) The Company shall not have any liability under Section 13(a) unless the aggregate of all Losses relating thereto for which the Company would, but for this Section 13(b), be liable exceeds $50,000, in which case the Buyer shall be entitled to all Losses regardless of the limitation set forth in this sentence. The limitation on liability set forth in the immediately preceding sentence shall not apply (i) in the event of fraud, intentional misrepresentation or intentional breach or (ii) in the case of any representation or warranty set forth in Section 3(a) or Section 3(c). 26 (c) The Buyer indemnifies and holds harmless the Company and its Affiliates, directors, officers, employees and other agents and representatives, from and against any and all Losses incurred or suffered by any such person or entity arising from, by reason of or in connection with any misrepresentation or breach of any representation, warranty or agreement of the Buyer contained in this Agreement or any certificate or other document delivered by the Buyer under this Agreement. (d) In case any claim or litigation which might give rise to any obligation of a party under the indemnity and reimbursement provisions of this Agreement (each an "Indemnifying Party") shall come to the attention of the party seeking indemnification hereunder (the "Indemnified Party"), the Indemnified Party shall notify in writing promptly the Indemnifying Party of the existence, nature and amount of potential loss. Failure to give such notice shall not affect the rights of the Indemnified Party, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. The Indemnifying Party shall be entitled to participate in and, if (i) such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its expense, but such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. No Indemnifying Party shall be liable to an Indemnified Party for any settlement of any action or claim without the consent of the Indemnifying Party; provided that the Indemnifying Party shall not unreasonably withhold its consent to any such settlement. No Indemnifying Party shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability and equitable claims in response to such claim or litigation. (e) Nothing contained in this Article 13, or elsewhere in this Agreement, shall be deemed an election of remedies under this Agreement or limit in any way the liability of any party under any other agreement to which such party is a party relating to this Agreement or the transactions contemplated by this Agreement. 14. ASSIGNMENT. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any party hereto without the prior written consent of the other party; provided that notwithstanding the foregoing, the Buyer may assign this Agreement and the rights and obligations hereunder, in whole or in part, to an Affiliate. Any instrument purporting to make an assignment in violation of this Section shall be void. All covenants, agreements, representations, warranties and undertakings in this Agreement made by and on behalf of any party hereto shall bind and inure to the benefit of the successors and permitted assigns of such party. 15. BENEFITS OF AGREEMENT. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective 27 successors and assigns. This Agreement is for the sole benefit of the parties hereto and not for the benefit of any third party. 16. DESCRIPTIVE HEADINGS; CERTAIN INTERPRETATIONS. (a) Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. (b) Whenever any party makes any representation, warranty or other statement to such party's knowledge, such party will be deemed to have made due inquiry into the subject matter of such representation, warranty or other statement. (c) Except as otherwise expressly provided in this Agreement, the following rules of interpretation apply to this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) "or" and "any" are not exclusive and "include" and "including" are not limiting; (iii) a reference to any agreement or other contract includes permitted supplements and amendments; (iv) a reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder; (v) a reference to a person includes its permitted successors and assigns; (vi) a reference to GAAP refers to United States GAAP; and (vii) a reference in this Agreement to an Article, Section, Exhibit or Schedule is to the Article, Section, Exhibit or Schedule of this Agreement. 17. GENERAL. All Exhibits, Annexes, Schedules and Disclosure Schedules are hereby incorporated by reference and made a part of this Agreement. 18. REGISTRATION OF REGISTRABLE SECURITIES. (a) Shelf Registration. (i) The Company shall (x) within thirty (30) days of the Closing Date file with the Securities and Exchange Commission (the "SEC") a Shelf Registration Statement (as defined below) relating to the offer and sale of (a) the Shares of Common Stock (including shares issuable or issued upon the exercise of any Warrants or the exercise of any other exchange, conversion or similar right), (b) any securities issued in respect of any such shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger or consolidation or reorganization and (c) the Warrants (collectively, the "Registrable Securities") by the holders of Registrable Securities from time to time in accordance with the methods of distribution elected by such holders and set forth in such Shelf Registration Statement. "Register," "registered" and "registration" each refer to a registration of Registrable Securities effected by filing with the SEC a registration statement in compliance with the Securities Act and the declaration or ordering by the SEC of effectiveness of such registration statement. "Shelf Registration" means a registration effected pursuant to this Section 18. "Shelf Registration Statement" means a shelf registration statement of the Company filed with the SEC pursuant to the provisions of this Section 18 which covers some or all of the 28 Registrable Securities, as applicable, on Form S-3 under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, amendments and supplements to such registration statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all material incorporated by reference therein; provided, however, that the registration of the Warrants pursuant to this Section 18 is subject to the prior approval of the Company's Board of Directors. (ii) The Company shall use its best efforts (x) to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable but in no event more than ninety (90) days after the Closing Date and (y) after the effectiveness of the Shelf Registration Statement, promptly upon the request of the Buyer or any permitted transferee or assignee pursuant to Section 18(h) holding any Registrable Securities (such transferees and assignees, together with the Buyer, are collectively referred to in this Section 18 as the "Investors"), to take any action necessary to register the sale of any Registrable Securities of such Investor and to identify such Investor as a selling securityholder. (iii) If the Shelf Registration Statement covering the Registrable Securities required to be filed by the Company under Section 18(a)(i) is not declared effective by ninety (90) days after the Closing Date (the "Required Effective Date"), then the Company will make payments to the Buyer in such amounts and at such times as shall be determined pursuant to this Section 18(a)(iii). The amount to be paid by the Company to the Buyer shall be equal to one (1) percent of the Purchase Price per calendar week (or any pro rata portion thereof) from the Required Effective Date until the Shelf Registration Statement is declared effective by the SEC and shall be paid to the Buyer based upon the period between (x) the Required Effective Date and the first Computation Date and (y) each Computation Date thereafter and the immediately preceding Computation Date (the "Periodic Amount"). The full amount of each Periodic Amount shall be paid to the Buyer in immediately available funds within five (5) days after each Computation Date. Notwithstanding the foregoing, the amount payable by the Company pursuant to this provision shall not be payable (x) to the extent any delay in the effectiveness of the Shelf Registration Statement occurs because of an act of, or a failure to act or to act timely by, the Buyer or its counsel in connection with any act for which the Buyer and its counsel have had adequate and sufficient notice, or (y) in the event all of the Registrable Securities may be sold pursuant to Section (k) of Rule 144 promulgated under the 1993 Act. As used in this Section, "Computation Date" means the date which is thirty (30) days after the Required Effective Date, and, if the Shelf Registration Statement required to be filed by the Company pursuant to this Section is not then effective, thirty (30) days after the previous Computation Date (pro rata for any partial period) until the Shelf Registration Statement is so declared effective by the SEC. (b) Registration Procedures. In connection with any Shelf Registration Statement, the Company shall do each of the following: 29 (i) prepare promptly, and file with the SEC by thirty (30) days after the Closing Date, a Shelf Registration Statement with respect to the Registrable Securities and use its best efforts to cause to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by the Investors for a period (the "Registration Period") equal to the earliest of (1) five years from the effective date of such Shelf Registration Statement, (2) the date when each Investor may sell all Registrable Securities held by such Investor pursuant to Section (k) of Rule 144 and (3) the date the Investors no longer owns any Registrable Securities, which Shelf Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Shelf Registration Statement effective and current during the entire Registration Period and, at all times during the Registration Period, to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement, including such amendments and supplements as may be necessary, until all of such Registrable Securities have been disposed of in accordance with the intended method of disposition from time to time by prospective seller or sellers of such Registrable Securities as set forth in the Shelf Registration Statement; (iii) furnish to each selling Investor, and its legal counsel identified to the Company, (1) promptly after the same is prepared and publicly distributed, filed with the SEC or received by the Company, one copy of the Shelf Registration Statement and any amendment thereto, each prospectus and each amendment or supplement thereto, (2) each letter written by or on behalf of the Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Shelf Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (y) such number of copies of a prospectus in conformity with the requirements of the Securities Act, and such other documents, as such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Investor; (iv) permit a single firm of counsel designated by the Buyer and reasonable satisfactory to the Company to review the Shelf Registration Statement and all amendments and supplements thereto at a reasonable period of time prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects in written notice to the Company given within three (3) business days of counsel's receipt of the Shelf Registration Statement or any amendment or supplement thereto; 30 (v) use its best efforts to register or qualify the shares of Registrable Securities covered by such Shelf Registration Statement under such other securities or blue sky or other applicable laws of such jurisdiction within the United States as each prospective seller shall reasonably request, to enable such seller to consummate the public sale or other disposition in such jurisdictions of the shares of Registrable Securities owned by such seller; (vi) as promptly as practicable after becoming aware of such event, notify each holder of Registrable Securities of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Shelf Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make statements therein in light of the circumstances under which they were made, not misleading, and use its best efforts promptly to prepare a supplement or amendment to the Shelf Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to each such holder as such holder may reasonable request; (vii) as promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of a notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (viii) use its best efforts to cause the Registrable Securities to be listed for trading on the American Stock Exchange (or on any other national securities exchange on which the Company's Common Stock is then listed); (ix) provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Shelf Registration Statement; (x) cooperate with the Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Shelf Registration Statement and enable such certificate for the Registrable Securities to be in such denominations or amount as the case may be, as the Investors may reasonable request; and (xi) take all other reasonable actions necessary to expedite and facilitate disposition by any Investor of the Registrable Securities pursuant to the Shelf Registration Statement. 31 (c) Designation of Underwriter. In the case of any registration effected pursuant to this Section 18, a majority in interest of the holders of Registrable Securities shall have the right to designate the managing underwriter in any underwritten offering. (d) Cooperation by Prospective Sellers. (i) Each prospective seller of Registrable Securities, and each under-writer designated by each such seller, will furnish to the Company such information as the Company may reasonably require from such seller or underwriter in connection with the Shelf Registration Statement (and the prospectus included therein). No holder of Registrable Securities may participate in any offering unless such holder completes and executes all questionnaires, indemnities, underwriting agreements and other documents required in connection with the offering. (ii) Failure of a prospective seller of Registrable Securities to furnish the information and agreements described in this Agreement shall not affect the obligations of the Company under this Agreement to remaining sellers to furnish such information and agreements unless, in the reasonable opinion of counsel to the Company or the underwriters, such failure impairs or may impair the viability of the offering or the legality of the registration or the underlying offering. (iii) The Investor included in the registration will not (until further notice by the Company) effect sales thereof (or deliver a prospectus to any purchaser) after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. In connection with any offering each Investor who is a prospective seller, will not use any offering document, offering circular or other offering materials with respect to the offer or sale of Registrable Securities, other than the prospectuses provided by the Company and any documents incorporated by reference therein. (e) Expenses. All expenses incurred in complying with this Section 18, including, without limitation, all registration, qualifications and filing fees (including all expenses incident to filing with the American Stock Exchange), fees and expenses of complying with securities and "blue sky" laws, printing expenses and fees and disbursements of counsel for the Company and one counsel for the Investors, and of the independent certified public accountants shall be paid by the Company; provided, however, that all underwriting discounts and selling commissions applicable to the Registrable Securities covered by registrations effected pursuant to this Section 18 shall not be borne by the Company but shall be borne by the seller or sellers. (f) Indemnification. (i) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Section 18 or registration or qualification of any 32 Registrable Securities pursuant to this Section 18, the Company shall indemnify and hold harmless the seller of such shares, each underwriter of such shares, if any, each broker or any other person acting on behalf of such seller and each other person, if any, who controls any of the foregoing persons, within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities as registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document prepared or furnished by the Company incident to the registration or qualification of any Registrable Securities pursuant to this Section 18, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act, the 1934 Act or any state securities or "blue sky" laws or any rule regulation under the Securities Act, the 1934 Act or state securities law or relating to action or inaction required of the Company in connection with such registration or qualification under such state securities or blue sky laws; and shall reimburse such seller, such underwriter, broker or other person acting on behalf of such seller and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable (i) in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the registration statement, the preliminary prospectus or prospectus or in any amendment or supplement thereof pursuant to this Section 18 in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller or such underwriter specifically for use in the preparation thereof and (ii) to any broker or other person acting on behalf of such seller to the extent that any such loss, claim, damage or liability arises out of or is based upon any representation or other statement of such broker or other person that is not in conformity with the preliminary prospectus or prospectus. (ii) Before Registrable Securities held by a prospective seller shall be included in any registration pursuant to this Section 18 such prospective seller and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in (i) above) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any untrue statement or omission from such registration statement, any preliminary prospectus or prospectus contained therein, or any amendment or supplement thereof, if such untrue statement or omission was made in reliance upon and in conformity 33 with written information furnished to the Company through an instrument duly executed by such seller or such underwriter, as the case may be, specifically for use in the preparation of such registration statement, preliminary prospectus, prospectus or amendment or supplement; provided that the maximum amount of liability in respect of such indemnification shall be limited, in the case of each prospective seller of Registrable Securities, to an amount equal to the net proceeds actually received by such prospective seller from the sale of Registrable Securities effected pursuant to such registration. (iii) Notwithstanding the foregoing provisions of this Section 18, if pursuant to an underwritten public offering of Common Stock, the Company, the selling shareholders and the underwriters enter into an underwriting or purchase agreement relating to such offering which contains provisions covering indemnification among the parties thereto in connection with such offering, the indemnification provisions as set forth in this Section 18 shall be deemed inoperative for purposes of such offering. (iv) Each party entitled to indemnification under this Section 18(f) (the "indemnified party") shall give notice to the party required to provide indemnification (the "indemnifying party") promptly after such indemnified party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the indemnified party and shall not, without the consent of the indemnified party, be counsel to the indemnifying party, and the indemnified party may participate in such defense, but only at such indemnified party's expense, and provided, further, that the omission by any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 18(f) except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give notice. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (g) Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 18(f) to the fullest extent permitted by law; provided, however, that (a) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 18; (b) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of such fraudulent misrepresentation; and (c) contribution by any seller of Registrable 34 Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. (h) Reports under Exchange Act. With a view to making available to the Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to use its best efforts to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) furnish to each Investor so long as such Investor owns Registrable Securities which continue to be "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed with the SEC by the Company and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration. (i) Assignment of the Registration Rights. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to any transferee of the Registrable Securities only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, and (d) at or before the time the Company received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In the event of any delay in filing or effectiveness of the Registration Statement as a result of such assignment, the Company shall not be liable for any damages arising from such delay, or the payments set forth in Section 18(a) hereof. (j) Persons deemed to be Holders of Registrable Securities. A person or entity is deemed to be a holder of Registrable Securities whenever such person or entity owns of record such Registrable Securities. If the Company receives conflicting instructions, notices or 35 elections from two or more persons or entities with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities. [THIS SPACE INTENTIONALLY LEFT BLANK] 36 IN WITNESS WHEREOF, this Agreement has been duly executed by a duly authorized officer of each of the Buyer and the Company as of the date first above written. MEDIA LOGIC, INC. By: /s/ William E. Davis ------------------------------- William E. Davis, Jr. Chief Executive Officer WEXFORD SPECTRUM INVESTORS LLC By: WEXFORD MANAGEMENT LLC, its Manager By: /s/ Robert H. Holtz ------------------------------- Name: Robert H. Holtz Title: Senior Vice President Address of Buyer: 411 West Putnam Avenue Suite 125 Greenwich, CT 06830 Telephone No.: (203) 862-7000 Telecopier No.: (203) 862-7300 37 ANNEX I FORM OF WARRANT ANNEX II FORM OF OFFICER'S CERTIFICATE OF THE COMPANY ANNEX III FORM OF SECRETARY'S/ASSISTANT SECRETARY'S CERTIFICATE OF THE COMPANY ANNEX IV FORM OF OPINION OF MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. 38 ANNEX I THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH WARRANTS AND THE SHARES UNDERLYING SUCH WARRANTS SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, (2) SUCH WARRANTS ARE TRANSFERRED PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE, UNDER SUCH ACT OR (3) MEDIA LOGIC, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER. WARRANT NO. WX-3 WARRANT TO PURCHASE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF MEDIA LOGIC, INC. THIS IS TO CERTIFY THAT WEXFORD SPECTRUM INVESTORS LLC, or such holder's registered assigns (the "Investor"), is the owner of 333,333 Warrants (as defined below), each of which entitles the registered holder thereof to purchase from MEDIA LOGIC, INC., a Massachusetts corporation (the "Company"), one fully paid, duly authorized and nonassessable share of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), at any time or from time to time on or before 5:00 p.m., New York City time, on December 29, 2002, at an exercise price of $1.50 per share (the "Exercise Price"), all on the terms and subject to the conditions hereinafter set forth. The number of shares of Common Stock issuable upon exercise of each such Warrant (the "Number Issuable"), which is initially one (1) share, is subject to adjustment from time to time pursuant to the provisions of Section 2 of this Warrant Certificate. The Warrants evidenced by this certificate are part of a series of Warrants being issued by the Company on the Issue Date (the "Warrants"). The execution and delivery of this Warrant Certificate is a condition precedent to the obligations of the Investor under the Securities Purchase Agreement, dated as of December 22, 1997, between the Investor and the Company (the "Securities Purchase Agreement"). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 12 hereof. Section 1. Exercise of Warrant. (a) The Warrants evidenced hereby may be exercised, in whole or in part, by the registered holder hereof at any time or from time to time on or before 5:00 p.m., New York City time, on December 29, 2002, upon delivery to the Company at the principal executive office of the Company in the United States of America, of (i) this Warrant Certificate, (ii) a written notice, in the form annexed hereto and entitled "Election To Purchase" and (iii) payment of the Exercise Price for the shares of Common Stock issuable upon exercise of such Warrants, which shall be payable by a certified or official bank check payable to the order of the Company (collectively, the "Warrant Exercise Documentation"). (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (a) certificates representing the number (rounded up to the nearest full share) of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, and (b) if less than the full number of Warrants evidenced hereby are being exercised, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. No such surrender shall be effective to constitute the Person entitled to receive such shares as the record holder thereof while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of five days); but any such surrender of this Warrant Certificate for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of such books, as if the exercise had been made on the date the Warrant Exercise Documentation was received and for the Number Issuable of Common Stock specified in the Warrant Exercise Documentation and at the Exercise Price. (c) The Company shall pay all expenses in connection with, and all taxes and other governmental charges (other than income taxes of the holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved 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. 2 Section 2. Adjustments. (a) Adjustment of Number Issuable. The Number Issuable shall be subject to adjustment from time to time as follows: (i) In case the Company shall at any time or from time to time after the Issue Date: (A) pay a dividend or make a distribution on the outstanding shares of Common Stock in capital stock of the Company; (B) subdivide the outstanding shares of Common Stock into a larger number of shares; or (C) combine the outstanding shares of Common Stock into a smaller number of shares; then, and in each such case (other than a dividend or distribution received by or set aside for the benefit of the holder pursuant to Section 2(c) hereof), the Number Issuable in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the holder of any Warrant evidenced hereby thereafter exercised shall be entitled to receive the number of shares of Common Stock or other securities of the Company which such holder would have owned or had been entitled to receive upon or by reason of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event. An adjustment made pursuant to this clause (i) shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of any such subdivision or combination to the close of business on the date upon which such corporate action becomes effective. (ii) If after the Issue Date, the Company shall at any time or from time to time issue or sell (x) shares of Common Stock or (y) securities convertible into or exchangeable for shares of Common Stock, or any options, warrants or other rights to acquire shares of Common Stock (other than (A) shares of Common Stock issued upon exercise of the Warrants, (B) shares of Common Stock issued upon conversion of the Debentures outstanding on the Issue Date that have been amended pursuant to Section 7(i) of the Securities Purchase Agreement, (C) shares of Common Stock issued pursuant to an employee stock 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 3 approved by the Company's Board of Directors) constitute no more than ten percent (10%) of the issued and outstanding Common Stock, and (D) shares of Common Stock issued as a result of adjustments made under agreements related to shares described in clauses (A), (B) and (C)) at a price per share that is less than the Current Market Price per share of Common Stock then in effect as of the record date or issue date, as the case may be, referred to in the following sentence (the "Relevant Date") (treating the price per share of Common Stock, in the case of the issuance of any security convertible or exchangeable or exercisable into Common Stock as equal to (x) the sum of the price for such security convertible, exchangeable or exercisable into Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), in each case, other than issuances or sales for which an adjustment is made pursuant to another paragraph of this Section 2, then, and in each such case, the Number Issuable then in effect shall be adjusted by multiplying the Number Issuable in effect on the day immediately prior to the Relevant Date by a fraction, (1) the numerator of which shall be the sum of the number of shares of Common Stock, on a fully diluted basis, outstanding on the Relevant Date, plus the number of additional shares of Common Stock issued or to be issued (or the maximum number into which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be exercised), and (2) the denominator of which shall be the sum of the number of shares of Common Stock, on a fully diluted basis, outstanding on the Relevant Date, plus the number of shares of Common Stock which the aggregate consideration (plus the aggregate amount of any additional consideration initially payable upon conversion or exchange of such convertible or exchangeable securities or exercise of such options, warrants or other rights) for the total number of such additional shares of Common Stock so issued (or into which such convertible or exchangeable securities may convert or exchange or for which such options, warrants or other rights may be exercised) would purchase at the Current Market Price per share of Common Stock on the Relevant Date. Such adjustment shall be made whenever such shares, securities, options, warrants or other rights are issued, and shall become effective retroactively to a date immediately following the close of business (x) in the case of an issuance to the stockholders of the Company, as such, on the record date for the determination of stockholders entitled to receive such shares, securities, options, warrants or other rights and (y) in all other cases, on the date (the "issue date") of such issuance; provided, that if any convertible or exchangeable securities, options, warrants, or other rights (or any portions thereof) which shall have given rise to an adjustment pursuant to this Section 2(a)(ii) shall have expired or terminated without the exercise thereof and/or if by 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 4 exchangeable securities, options, warrants or other rights as shall have expired or terminated, (B) treating the additional shares of Common Stock, if any, actually issued or issuable pursuant to the previous exercise of such convertible and exchangeable securities, options, warrants, or other rights as having been issued for the consideration actually received and receivable therefor and (C) treating any of such convertible or exchangeable securities, options, warrants or other rights which remain outstanding as being subject to exercise or conversion. Solely for purposes of this clause (ii), (I) Common Stock shall include the Common Stock, par value $0.01 per share, of the Company and each other class of capital stock of the Company that does not have a preference over any other class of capital stock of the Company as to dividends or upon liquidation, dissolution or winding up of the Company and, in each case, shall include any other class of capital stock of the Company into which such stock is reclassified or reconstituted and (II) if the provisions of any securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights to acquire shares of Common Stock are amended after the date of issuance so as to reduce the applicable conversion price, exchange price or exercise price such amendment shall be deemed to be a new issuance of such securities. (iii) In case the Company shall at any time or from time to time after the Issue Date distribute to any holder of shares of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the resulting or surviving corporation and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or other distributions of shares of Common Stock or other capital stock for which adjustment in the Number Issuable is made under Section 2(a)(i) or dividends or other distributions received by or set aside for the benefit of the holders of Common Stock pursuant to Section 2(c) below) or rights or warrants to subscribe for or purchase securities of the Company (excluding those in respect of which adjustment in the Number Issuable is made pursuant to Section 2(a)(ii)), then, and in each such case, the Number Issuable then in effect shall be adjusted by multiplying the Number Issuable in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price per share on the record date referred to below and (y) the denominator of which shall be such Current Market Price per share less the then Fair Market Value (as determined in good faith by the Board of Directors of the Company, a certified resolution with respect to which shall be mailed to the holder of the Warrants evidenced hereby) of the portion of the cash, 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 5 action which could have a dilutive effect on the number of shares of Common Stock that may be issued upon exercise of the Warrants, other than an action described in any of Section 2(a)(i) through 2(a)(iii), inclusive, or Section 2(b), then, the Number Issuable shall be adjusted in such manner and at such time as the Board of Directors of the Company reasonably determines to be equitable under the circumstances (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the holder of the Warrants evidenced hereby). (v) Notwithstanding anything herein to the contrary, no adjustment under this Section 2(a) need be made to the Number Issuable unless such adjustment would require an increase or decrease of at least one percent (1%) of the Number Issuable then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least one percent (1%) of such Number Issuable. Any adjustment to the Number Issuable carried forward and not theretofore made shall be made immediately prior to the exercise of any Warrants pursuant hereto. (vi) The Company promptly shall deliver to each registered holder of Warrants at least five (5) Business Days prior to effecting any transaction which would result in an increase or decrease in the Number Issuable pursuant to this Section 2(a) a notice thereof, together with a certificate, signed by the Chief Executive Officer or a Vice-President and by the Treasurer or an Assistant Treasurer or the Clerk or an Assistant Clerk of the Company, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased Number Issuable then in effect following such adjustment. (vii) Notwithstanding anything contrary contained in this Section 2(a), the Company shall be entitled to make such upward adjustments in the Number Issuable, in addition to those otherwise required by this Section 2(a), as the Board of Directors of the Company in their discretion shall determine to be advisable in order that any stock dividend, subdivision or combination of shares, distribution of rights or warrants to purchase stock or securities, or distribution of securities convertible into or exchangeable for Common Stock, hereafter made by 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 6 or merger in which the Company is the resulting or surviving person and which does not result in any reclassification or change of outstanding Common Stock), or in case of any sale or other disposition to another Person of all or substantially all of the assets of the Company (any of the foregoing, a "Transaction"), the Company, or such successor or purchasing Person, as the case may be, shall execute and deliver to each holder of the Warrants evidenced hereby, at least five (5) Business Days prior to effecting any of the foregoing Transactions, a certificate that the holder of each such Warrant then outstanding shall have the right thereafter to exercise such Warrant into the kind and amount of shares of stock or other securities (of the Company or another issuer) or property or cash receivable upon such Transaction by a holder of the number of shares of Common Stock into which such Warrant could have been exercised immediately prior to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2 and shall contain other terms identical to the terms hereof. If, in the case of any such Transaction, the stock, other securities, cash or property receivable thereupon by a holder of Common Stock includes stock, securities, other property or cash of a Person other than the successor or purchasing Persons and other than the Company, in connection with such Transaction, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically assume the obligations of such successor or purchasing Person and acknowledge its obligations to issue such stock, securities, other property or cash to holders of the Warrants upon exercise thereof as provided above. The provisions of this Section 2(b) similarly shall apply to successive Transactions. (c) Special Distributions. If the holder so elects by sending a Special Notice to the Company, in the event that the Company shall declare a dividend or make any other distribution (including, without limitation, in cash, in capital stock (which shall include, without limitation, any options, warrants or other rights to acquire capital stock) of the Company, whether or not pursuant to a shareholder rights plan, "poison pill" or similar arrangement) in other securities, property or assets, to holders of Common Stock (a "Special Distribution"), then the Board of Directors shall set aside the amount of such dividend or distribution that any holder of Warrants would have been entitled to receive had it exercised such Warrants prior to the record date for such dividend or 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 7 holders of the Warrants evidenced hereby are entitled to notice pursuant to the terms of Section 2, such notice shall provide (a) the date on which a record is to be taken for the purpose of such dividend, distribution, subdivision, combination or issuance of shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, subdivision, combination, shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights, are to be determined, (b) the issue date (as defined in Section 2(a)(ii) hereof) or (c) the date on which such Transaction, dissolution, liquidation or winding up is expected to become effective. Section 5. Certain Covenants. The Company covenants and agrees that all shares of capital stock of the Company which may be issued upon the exercise of the Warrants evidenced hereby will be duly authorized, validly issued and fully paid and nonassessable. The Company shall at all times reserve and keep available for issuance upon the exercise of the Warrants, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the exercise of all outstanding Warrants, and shall take all action required to increase the authorized number of shares of Common Stock if at any time there shall be insufficient authorized but unissued shares of Common stock to permit such reservation or to permit the exercise of all outstanding Warrants. The Company shall prepare and file, and cooperate with the holder of this Warrant so that it may prepare and file, in each case within five Business Days of a request by such holder, notification and report forms in compliance with the HSR Act, and shall otherwise fully comply with the requirements of the HSR Act, to the extent required in connection with the exercise of the Warrant. The Company shall bear all of its own expenses and all of its own out of pocket expenses (including reasonable attorneys' fees, charges and expenses) and filing fees of such holder in connection with any such preparation and filing. Section 6. Registered Holder. The person in whose name this Warrant Certificate is registered shall be deemed the owner hereof and of the Warrants evidenced hereby for all purposes. 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 8 be equal to the number of shares of Common Stock then purchasable hereunder. Section 8. Denominations. The Company covenants that it will, at its expense, promptly upon surrender of this Warrant Certificate at the principal executive office of the Company in the United States of America, execute and deliver to the registered holder hereof a new Warrant Certificate or Certificates in denominations specified by such holder for an aggregate number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. Section 9. Replacement of Warrants. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate and, in the case of loss, theft or destruction, upon delivery of an indemnity reasonably satisfactory to the Company (in the case of an institutional investor, its own unsecured indemnity agreement shall be deemed to be reasonably satisfactory), or, in the case of mutilation, upon surrender and cancellation thereof, the Company will issue a new Warrant Certificate of like tenor for a number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. Section 10. Governing Law. THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISIONS). Section 11. Rights Inure to Registered Holder. The Warrants evidenced by this Warrant Certificate will inure to the benefit of and be binding upon the registered holder thereof and the Company and their respective successors and permitted assigns. This Warrant Certificate shall be for the sole benefit of the registered holder thereof. Nothing in this Warrant Certificate shall be construed to give the registered holder hereof any rights as a holder of shares of Common Stock until such time, if any, as the Warrants evidenced by this Warrant Certificate are exercised in accordance with the provisions hereof. 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 9 determination thereof, (a) if the Common Stock is then listed on a national securities exchange, designated as a Nasdaq Stock Market security or quoted in the over-the-counter-market by a member firm of the NYSE, the average daily Market Price of the Common Stock for those days during the period of 15 days, ending on such date, on which the national securities exchanges were open for trading, and (b) if the Common Stock is not then so listed, designated or quoted, the Market Price on such date. "Debentures" shall mean the Company's 7% Convertible Subordinated Debentures Due March 24, 2000 and the 7% Convertible Debentures Due October 29, 2000. "Exercise Price" shall have the meaning assigned to such term in the Preamble hereof. "Fair Market Value" shall mean the amount which a willing buyer, under no compulsion to buy, would pay a willing seller, under no compulsion to sell, in an arm's-length transaction. "HSR Act" shall mean the Hart Scott Rodino Anti-Trust Improvements Act of 1976, and the rules and regulations of the Federal Trade Commission promulgated thereunder. "Investor" shall have the meaning assigned to such term in the Preamble hereof. "Issue Date" shall mean December 29, 1997. "Market Price" shall mean, per share of Common Stock, on any date specified herein: (a) if the Common Stock is listed on the American Stock Exchange or any other national securities exchange or is designated as a Nasdaq Stock Market 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, 10 partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind. "Relevant Date" shall have the meaning assigned to such term in Section 2(a)(ii) hereof. "Securities Act" shall mean the Securities Act of 1933. "Special Distribution" shall have the meaning assigned to such term in Section 2(c) hereof. "Special Notice" shall mean the notice sent by a holder to the Company indicating its preference to have any Special Distribution set aside for its benefit upon exercise of the Warrant. "Transaction" shall have the meaning assigned to such term in Section 2(b) hereof. "Warrants" shall have the meaning assigned to such term in the Preamble hereof. "Warrant Exercise Documentation" shall have the meaning given it in Section 1 hereof. Section 13. Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be sufficient if 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 11 EFFECTIVE UNDER THE SECURITIES ACT OF 1933, (B) SUCH SHARES ARE TRANSFERRED PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE, UNDER SUCH ACT OR (C) MEDIA LOGIC, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER." Section 15. No Rights or Liabilities as a Stockholder. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Common Stock by the exercise of this Warrant, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. 12 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed as of the Issue Date. MEDIA LOGIC, INC. By: ------------------------------- Name: Title: [Form of Assignment Form] [To be executed upon assignment of Warrants] The undersigned hereby assigns and transfers this Warrant Certificate to ____________________ whose Social Security Number or Tax ID Number is _________________ and whose record address is ______________________________, and irrevocably appoints ________________ as agent to transfer this security on the books of the Company. Such agent may substitute another to act for such agent. Date: --------------------- Signature ------------------------------- (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) [Form Of Election To Purchase] [To be executed upon exercise of the Warrants] TO: MEDIA LOGIC, INC. The undersigned hereby irrevocably elects to exercise Warrants represented by this Warrant Certificate to purchase ____ shares of Common Stock issuable upon the exercise of such Warrants and requests that certificates for such shares be issued in the name of: (Please insert social security, tax identification or other identifying number) ------------------------------- ------------------------------- ------------------------------- (Please print name and address) Date: ------------------------------- ------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) ANNEX II MEDIA LOGIC, INC. OFFICER'S CERTIFICATE I, William E. Davis, Jr., Chief Executive Officer and President of Media Logic, Inc. (the "Company"), a Massachusetts corporation, DO HEREBY CERTIFY, pursuant to (i) Section 7(g) of the Securities Purchase Agreement, dated as of December 22, 1997 (the "Purchase Agreement"), between the Company and IMPRIMIS SB L.P., as follows: 1. The representations and warranties of the Company contained in Section 3 of the Purchase Agreement are true and correct as of the date hereof; and 2. The Company has performed and complied with all obligations, covenants, conditions and agreements required to be performed or complied with under the Purchase Agreement or the Warrant on or prior to the date hereof. Capitalized terms used herein and not otherwise defined are defined in the Purchase Agreement. IN WITNESS WHEREOF, I have executed this certificate this _____ day of December, 1997. ----------------------------------------- William E. Davis, Jr., Chief Executive Officer and President ANNEX III MEDIA LOGIC, INC. ASSISTANT CLERK'S CERTIFICATE I, Paul M. O'Brien, Assistant Clerk of Media Logic Inc., a Massachusetts corporation (the "Company"), DO HEREBY CERTIFY in the name and on behalf of the Company as follows: 1. Attached hereto as Exhibit A is a true, correct and complete copy of the Restated Articles of Organization of the Company, together with all amendments thereto through and including the date of this certificate, as on file with and certified by the Secretary of State of Massachusetts. Such documents have not been amended or modified, no other charter documents have been filed with any relevant official with respect to the Company and no amendment or modification to any of such documents has been authorized on behalf of the Company. 2. Attached hereto as Exhibit B are true, correct and complete copies of the By-laws of the Company as in effect on the date hereof. The By-laws have not been amended or modified in any respect and are in full force and effect. 3. Attached hereto as Exhibit C are true, correct and complete copies of resolutions duly adopted by written consent of the Board of Directors of the Company, dated October 15, 1997 and December 11, 1997, and such resolutions (i) are the only proceedings adopted by such Board or any committees thereof with respect to the matters referred to therein, (ii) have not in any way been amended, modified, rescinded or revoked since their adoption and (iii) remain in full force and effect on the date hereof. 4. Each of the persons listed on Exhibit D hereto is a duly elected, qualified and acting authorized officer of the Company serving in the capacity set forth beside his name on Exhibit D. The signature of each such officer set forth opposite his name on Exhibit D is his genuine signature. 5. Attached hereto as Exhibit E is a true and correct copy of a Certificate of Good Standing of the Company, issued on December 19, 1997, by the Secretary of State of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, I have signed this certificate this ___ day of December, 1997. ------------------------------------- Paul M. O'Brien, Assistant Clerk The undersigned hereby certifies that Paul M. O'Brien is the duly elected, qualified and acting Assistant Clerk of the Company and that the signature set forth above is his genuine signature. ----------------------------------- William E. Davis, Jr. Chief Executive Officer and President ANNEX IV December 29, 1997 WEXFORD SPECTRUM INVESTORS, LLC 411 West Putnam Avenue, Suite 125 Greenwich, CT 06830 Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 7(h) of the Securities Purchase Agreement, dated as of December 22, 1997 (the "Securities Purchase Agreement"), by and between Media Logic, Inc., (the "Company") and you relating to the sale and issuance by the Company of 566,666 shares (the "Shares") of common stock of the Company, $.01 par value per share (the "Common Stock") and warrants (the "Warrants") to purchase 666,666 shares of Common Stock of the Company. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Securities Purchase Agreement. We have acted as counsel for the Company in connection with the sale of the Shares and the Warrants and in connection with the execution and delivery of the Securities Purchase Agreement dated as of December 22, 1997, by and between the Company and you. We have examined the Company's Restated Articles of Organization and By-laws, as amended, to date, the Securities WEXFORD SPECTRUM INVESTORS, LLC December 29, 1997 Page 3 Purchase Agreement, the Warrants, a Certificate of an Officer of the Company dated as of the date hereof and delivered to you pursuant to Section 7(g) of the Securities Purchase Agreement, a Certificate of the Assistant Clerk of the Company (the "Assistant Clerk's Certificate") dated as of the date hereof and delivered to you pursuant to Section 7(g) of the Securities Purchase Agreement, a Certificate of Good Standing of the Company issued by the Secretary of State of the Commonwealth of Massachusetts on December 19, 1997 as is attached to the Assistant Clerk's Certificate as Exhibit E thereto and such records of the corporate proceedings of the Company as we have deemed material. We have made such inquiry of the officers of the Company and have examined such other Company records, documents, agreements and instruments of the Company made available to us and certificates of officers of the Company and of public officials and have examined such questions of law as we have deemed necessary for the purposes of this opinion. In rendering this opinion, we have relied, as to all questions of fact material to this opinion, upon certificates of public officials and officers of the Company, and representations and warranties of the Company contained in the Securities Purchase Agreement and any certificates required thereby. Any reference herein to "our knowledge" or any derivation thereof shall mean knowledge of the particular attorneys in this firm who have performed services for the Company on behalf of this firm without any independent investigation except as otherwise described above. We have assumed, without independently verifying such assumptions, the genuineness of the signatures on all of the documents examined by us, the authenticity of all documents furnished for our examination as originals, and the conformity to original documents of all documents furnished to us as copies, including documents transmitted by telecopy. For purposes of this opinion, we have assumed that you have all requisite power and authority and have taken all necessary action to effect the transactions mentioned above, and we have assumed that you have complied with all applicable federal or state laws and regulations in connection with the purchase of the Shares and the Warrants and the execution and delivery of the Securities Purchase Agreement. The opinions hereinafter expressed are qualified (a) to the extent that the validity or enforceability of any agreement or instrument or of any right granted thereunder may be subject to or affected by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, (b) by legal and equitable limitations on the availability of specific performance as a remedy and the discretion of the court in awarding equitable relief and (c) insofar as indemnification or contribution for liabilities arising under the Securities Act of 1933, as amended, may be deemed to be against public policy or otherwise limited by applicable laws. Further, our opinion with respect to the Company's agreement to file a listing application for the Warrants with the American Stock Exchange and to use its best efforts to register the Warrants for public trading, as set forth in Sections 4(s) and 4(t) of the Securities Purchase Agreement, is subject to the approval of the Company's Board of Directors to so register the Warrants, such approval which we have been informed that the Company is seeking. WEXFORD SPECTRUM INVESTORS, LLC December 29, 1997 Page 4 We do not express any opinion with respect to the securities or "blue sky" laws of any state or foreign jurisdiction. Based upon the foregoing and subject to the final paragraph of this letter, we are of the opinion that: 1. Each of the Company and the Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the Commonwealth of Massachusetts and the State of Delaware, respectively. To our knowledge, the Company and the Subsidiary are duly qualified to transact business and are in good standing in all jurisdictions where the Company or the Subsidiary owns or leases its respective property, maintains its respective employees or conducts its respective business, except for jurisdictions in which the failure to so qualify would not have a Material Adverse Effect on the Company or the Subsidiary. The Company and the Subsidiary have all requisite corporate power and authority to own their respective properties and conduct their respective businesses as currently conducted. 2. The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, $.01 par value per share (the "Common Stock"). To our knowledge, except for the Securities Purchase Agreement and the Warrants and except as set forth on Schedule 3(c) of the Disclosure Schedule, (i) there are no bonds, debentures, notes or other indebtedness or securities of the Company, in any such case having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote, (ii) there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Common Stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking, and (iii) there are no outstanding rights, commitments, agreements, arrangements, or undertakings of any kind obligating the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or other voting securities of the Company or any securities of the type described in clauses (i) and (ii) above. 3. The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all material required to be filed pursuant to Sections 13(a) or 15(d) of the Exchange Act for a period of at least 12 months preceding the date hereof. 4. When issued, executed, delivered and sold by the Company in accordance with the Securities Purchase Agreement, the Shares and the Warrants will have been duly and validly issued, executed and delivered, will be fully paid and non-assessable (provided that the Warrants' exercise WEXFORD SPECTRUM INVESTORS, LLC December 29, 1997 Page 5 price shall be payable upon exercise of the Warrants) and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits provided in the Securities Purchase Agreement, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). The Exercise Shares have been duly authorized and reserved for issuance upon Exercise of the Warrants and, when issued and delivered upon such exercise in accordance with the Warrants, will by duly issued, fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights. 5. The Company has the requisite corporate power and authority to enter into the Securities Purchase Agreement, to sell and deliver the Shares, the Warrants and the Exercise Shares as described in the Securities Purchase Agreement, and to consummate the transactions that are contemplated in the Securities Purchase Agreement. Subject to the Company's Board of Directors' authorization of the registration of the Warrants under the Securities Exchange Act of 1934, as amended, and the filing of a listing application with respect to the Warrants with the American Stock Exchange, the Securities Purchase Agreement has been duly and validly authorized by all necessary corporate action by the Company and to our knowledge, no approval of any governmental or other body is required for the execution and delivery of the Agreement by the Company or the consummation of the transactions contemplated thereby (other than the American Stock Exchange with respect to the listing of the Shares, Exercise Shares and Warrants). The Securities Purchase Agreement has been duly and validly executed and delivered by and on behalf of the Company and, subject to the Board of Directors' approval set forth in the immediately preceding sentence with respect to the subject matter thereof, is a valid and binding agreement of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except as to compliance with federal, state, and foreign securities laws, as to which no opinion is expressed. 6. To the best of our knowledge, after due inquiry, the execution, delivery and performance of the Securities Purchase Agreement by the Company and the performance of its obligations thereunder do not and will not constitute a breach or violation of any of the terms and provisions of, or constitute a default under or conflict with or violate any provision of (i) the Company's Restated Articles of Organization or By-laws, (ii) any indenture, mortgage, deed of trust, material agreement or other instrument to which the Company is a party or by which is or any of its property is bound, (iii) any applicable statute or regulation, (iv) any judgment, decree or order of any court or governmental body having jurisdiction over the Company or any of its property, or (v) any WEXFORD SPECTRUM INVESTORS, LLC December 29, 1997 Page 6 license, franchise, permit or other similar authorization held by the Company, except as to defaults, violations or breaches which individually or in the aggregate would not have a Material Adverse Effect on the Company. 7. The issuance of the Common Stock upon exercise of the Warrants in accordance with the terms and conditions of the Securities Purchase Agreement will not violate the applicable listing agreement between the Company and any securities exchange or market on which the Company's securities are listed, including the American Stock Exchange Listing Standards and Requirements. 8. The Company complies with the eligibility requirements for the use of Form S-3 under the Securities Act of 1933, as amended. 9. Except as described in Schedule 3(j) of the Disclosure Schedule to the Securities Purchase Agreement, to our knowledge, after due inquiry, there is no pending or threatened litigation, investigation or other proceeding against the Company or the Subsidiary which would, insofar as can reasonably be foreseen, individually or in the aggregate, have a Material Adverse Effect on the Company or the Subsidiary. 10. To our knowledge, except for the Subsidiary, the Company does not have any subsidiaries or own or hold, directly or indirectly, any equity or other security interests in any corporation, partnership, limited liability company, joint venture or other entity. To our knowledge, there are no restrictions on the transfer of shares of Common Stock other than those imposed by relevant state and federal securities laws. To our knowledge, there are no voting trusts, voting agreements, proxies or other agreements or instruments with respect to the voting of the Common Stock nor are there any commitments, agreements, arrangements or undertakings of any kind relating to dividend rights or disposition of the Common Stock, to which the Company is a party. To our knowledge, except as provided in the Securities Purchase Agreement and as set forth in Schedule 3(c) of the Disclosure Schedule, no Person has the right to demand or other rights to cause the Company to file any registration statement under the Securities Act. 11. No permit, consent, approval, license or order of, authorization of, or registration, declaration or filing with, any court or other governmental entity is required to be obtained or made in connection with the execution, delivery or performance of the Securities Purchase Agreement or the Warrants by the Company or the consummation of the transactions contemplated thereby (other than with respect to the American Stock Exchange in connection with the listing of the Registrable Securities and the approvals required in connection with a registration of the Registrable Securities). This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our WEXFORD SPECTRUM INVESTORS, LLC December 29, 1997 Page 7 attention including changes in law which may occur hereafter. Our opinions above are limited to the laws of the Commonwealth of Massachusetts, and the federal law of the United States of America and we express no opinion with respect to the laws of any other jurisdiction. We note that the Securities Purchase Agreement states that it is governed by the law of the State of New York, and for purposes of the opinions set forth in paragraph 5 above, we have assumed, with your consent, that the law of the State of New York is identical to the law of the Commonwealth of Massachusetts. Furthermore, we express or imply no opinion with respect to compliance with anti-fraud statutes, rules or regulations of applicable state or federal law. This letter is furnished to you as the purchaser of the Shares and Warrants and is solely for your benefit and may not be relied upon by any other person or for any other purpose. Very truly yours, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. SCHEDULE 3C DEBENTURES
HOLDER AMOUNT - ----------------------------------------------------- ---------- One & Co............................................. $ 100,000 F.T.S. Worldwide..................................... $ 300,000 Beauchamp Finance Ltd................................ $ 120,000 Euro Factors Int'l, Inc.............................. $ 100,000 Ramlu Trading Corp................................... $ 80,000 F.T.S. Worldwide..................................... $ 750,000
WARRANTS
HOLDER NUMBER OF SHARES EXERCISE PRICE PER SHARE - ------------------------------------------------ ----------------- --------------------------- Digital Media and Communications, L.P........... 410,870 $ 3 ACFS Limited.................................... 240,000 $ 3 Adar Equities LLC............................... 900,000 $ 3 Rochon Capital Group, Ltd....................... 200,000 $ 2 First Granite Securities, Inc................... 500,000 $ 2
OPTIONS
OPTIONS AUTHORIZED OPTIONS OUTSTANDING BUT UNISSUED ------------------- ------------------ Media Logic Inc. 1991 Stock Option Plan 610,592 414,808
REGISTRATION RIGHTS
HOLDER NUMBER OF SHARES - ------------------------------------------------------- ----------------- Digital Media and Communications L.P................... 410,870 ACFS Limited........................................... 240,000 Adar Equities LLC...................................... 900,000 Rochon Capital Group, Ltd.............................. 200,000 First Granite Securities, Inc.......................... 500,000 F.T.S. Worldwide....................................... 833,334* Boston Group LP........................................ 250,000** First Granite Securities, Inc. Raymond Leclerc........................................ 1,000,000 Lee H. Elizer.......................................... 8,000***
- ------------------------ * Assumes $.90 conversion price for outstanding debentures ** Expected--See Schedule 3H *** Shares to be issued October 23, 1998 pursuant to Separation Agreement. AGREEMENTS TO ISSUE SECURITIES 8,000 shares to be issued to Lee H. Elizer on October 23, 1998 pursuant to Separation Agreement dated October 23, 1996. REDEMPTION RIGHTS F.T.S. Worldwide--$750,000 Debentures--pursuant to Section 2(d) of Registration Rights Agreement dated October 27, 1997. SCHEDULE 3H
HOLDER INSTRUMENT AMOUNT DATE - ------------------------------------- ------------- ------------------------------------- ------------------- F.T.S. Worldwide (Disclosed in Convertible $750,000 October 29,1997 Schedule 3C) Debenture First Granite Securities, Inc. Warrants 500,000 shares October 29, 1997 (Disclosed in Schedule 3C) exerciseable at $2 per share First Boston Group LP Warrants 250,000 shares To be issued upon Granite Securities, Inc. exerciseable execution of a at the securities purchase greater of agreement and $2 per share payment of the or the Market purchase price Price per share
REGISTRATION RIGHTS
HOLDER NUMBER OF SHARES - ---------------------------------------------- ----------------- Boston Group L.P. 250,000 Subject to issuance of First Granite Securities, Inc. warrants as described above
SCHEDULE 3J PENDING LITIGATION On or about January 16, 1996, Media Logic, Inc. and its subsidiary MediaLogic ADL, Inc. (collectively, "Media Logic") commenced an action against Christian P. Marlowe and Marlowe Engineering Company (collectively "Marlowe") seeking (a) a declaration of the rights of Media Logic under certain technology transfer and consulting agreements, and (b) damages for Marlowe's breach of those Agreements. On June 5, 1996, Marlowe answered the complaint and counterclaimed, asserting claims for breach of contract, misrepresentation, promissory estoppel, violation of the implied covenant of good faith and fair dealing, M.G.L.c. 93A, and declaratory judgment. On June 11, 1996, Marlowe amended the counterclaim to include a defamation count relating to a press release issued by Media Logic concerning the litigation. In August 1996, Media Logic moved to dismiss the counterclaims. The Court denied Media Logic's motion in November 1996. Currently the parties are engaged in pre-trial discovery. SCHEDULE 3K EVENTS OF DEFAULT None SCHEDULE 3L LEASES
LOCATION LANDLORD TERM DATE RENT/MONTH PURPOSE - ----------------- --------------------------------- ----------- ------------- --------------------------------- 31 South Street D&K Realty Trust 4/30/08 6950 company headquarters Plainville, MA 1965 57th St. Cottonwood Land 1/31/99 6949 former R&D offices Boulder, CO and Farm Ltd.
This property has been sublet for the remainder of the lease term. 2280 Wilderness Avalon Investment Co. 3/31/00 2774 former R&D offices Place Ste. B Boulder, CO
Sublease for the remainder of this lease term to be executed as of January 1, 1998. 2340 E Trinity Mills F.E.S. Mgmnt. Mo/Mo 770 sales office Carrollton, TX One O'Hare Center Alliance Business Mo/Mo 1341 sales office 6250 River Road Center Rosemount, IL American Office Center Great Offices Inc Mo/Mo 885 sales office 8 Corporate Park Irvine, CA
SCHEDULE 3M PATENT APPLICATIONS U. S. Patent Application Serial No. 08/547,713 Entitled: TRANSFER MECHANISM U.S. Patent Application Serial No. 08/548,413 Entitled: DATA LIBRARY U.S. Patent Application Serial No. 08/548,483 Entitled: DATA STORAGE SYSTEM U.S. Patent Application Serial No. 08/548,485 Entitled: CONVEYOR SYSTEM U.S. Patent Application filed Nov. 17, 1997 (Serial No. not yet issued) Entitled: TAPE LIBRARY COPYRIGHTS
REGISTRATION REGISTRATION TITLE NO. DATE - ------------------------------------------ --------------- --------------------- ML5000 Rev. 4.21 TXU 526 355 July 17, 1992 ML3100 Rev. 4.42 TXU 575 165 September 3, 1993 ML3200-24 Rev. 2.05 TXU 592 148 September 3, 1993 ML3600/ML3200-48 Rev. 2.37 TXU 592 149 September 3, 1993
TRADEMARKS
REGISTRATION REGISTRATION TITLE NO. DATE JURISDICTION - -------------------------------------- ----------- -------------------- ------------- ACCUCOPY.............................. 1,896,826 May 30, 1995 United States PROCESSLOGIC.......................... 1,930,272 October, 24, 1995 United States
MEDIALOGIC............................ 1,973,194 May 7, 1996 United States MEDIALOGIC............................ 1,713,315 September 8, 1992 United States
SCHEDULE 3N
ANNUAL LEASE ------------------------- LOCATION LANDLORD TERM DATE COMMITMENT PURPOSE - ----------------- ------------------------------------------------------- ----------- ------------ ----------- 31 South Street D&K Realty Trust 4/30/08 $ 83,400 Company Plainville, MA headquarters
SCHEDULE 3O RELATED PARTY TRANSACTIONS Lease with D&K Realty Trust on company headquarters at 310 South Street, Plainville, MA. Principals in D&K Realty Trust are David Lennox, former President and director of the company, and Klaus Peter, former Senior Vice President and Director of the company. Neither Mr. Lennox nor Mr. Peter is employed by the company nor does either Mr. Lennox or Mr. Peter have any agreement of any type with the company other than pursuant to the above referenced lease with D&K Realty Trust. EX-99.3 5 EX-99.3 Exhibit 99.3 THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH WARRANTS AND THE SHARES UNDERLYING SUCH WARRANTS SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, (2) SUCH WARRANTS ARE TRANSFERRED PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE, UNDER SUCH ACT OR (3) MEDIA LOGIC, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER. WARRANT NO. WX-1 WARRANT TO PURCHASE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF MEDIA LOGIC, INC. THIS IS TO CERTIFY THAT IMPRIMIS SB L.P., or such holder's registered assigns (the "Investor"), is the owner of 666,667 Warrants (as defined below), each of which entitles the registered holder thereof to purchase from MEDIA LOGIC, INC., a Massachusetts corporation (the "Company"), one fully paid, duly authorized and nonassessable share of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), at any time or from time to time on or before 5:00 p.m., New York City time, on December 29, 2002, at an exercise price of $1.50 per share (the "Exercise Price"), all on the terms and subject to the conditions hereinafter set forth. The number of shares of Common Stock issuable upon exercise of each such Warrant (the "Number Issuable"), which is initially one (1) share, is subject to adjustment from time to time pursuant to the provisions of Section 2 of this Warrant Certificate. The Warrants evidenced by this certificate are part of a series of Warrants being issued by the Company on the Issue Date (the "Warrants"). The execution and delivery of this Warrant Certificate is a condition precedent to the obligations of the Investor under the Securities Purchase Agreement, dated as of December 22, 1997, between the Investor and the Company (the "Securities Purchase Agreement"). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 12 hereof. Section 1. Exercise of Warrant. (a) The Warrants evidenced hereby may be exercised, in whole or in part, by the registered holder hereof at any time or from time to time on or before 5:00 p.m., New York City time, on December 29, 2002, upon delivery to the Company at the principal executive office of the Company in the United States of America, of (i) this Warrant Certificate, (ii) a written notice, in the form annexed hereto and entitled "Election To Purchase" and (iii) payment of the Exercise Price for the shares of Common Stock issuable upon exercise of such Warrants, which shall be payable by a certified or official bank check payable to the order of the Company (collectively, the "Warrant Exercise Documentation"). (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (a) certificates representing the number (rounded up to the nearest full share) of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, and (b) if less than the full number of Warrants evidenced hereby are being exercised, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. No such surrender shall be effective to constitute the Person entitled to receive such shares as the record holder thereof while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of five days); but any such surrender of this Warrant Certificate for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of such books, as if the exercise had been made on the date the Warrant Exercise Documentation was received and for the Number Issuable of Common Stock specified in the Warrant Exercise Documentation and at the Exercise Price. (c) The Company shall pay all expenses in connection with, and all taxes and other governmental charges (other than income taxes of the holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved 2 in the issue of any certificate for shares of Common Stock in any name other than that of the registered holder of the Warrants evidenced hereby. Section 2. Adjustments. (a) Adjustment of Number Issuable. The Number Issuable shall be subject to adjustment from time to time as follows: (i) In case the Company shall at any time or from time to time after the Issue Date: (A) pay a dividend or make a distribution on the outstanding shares of Common Stock in capital stock of the Company; (B) subdivide the outstanding shares of Common Stock into a larger number of shares; or (C) combine the outstanding shares of Common Stock into a smaller number of shares; then, and in each such case (other than a dividend or distribution received by or set aside for the benefit of the holder pursuant to Section 2(c) hereof), the Number Issuable in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the holder of any Warrant evidenced hereby thereafter exercised shall be entitled to receive the number of shares of Common Stock or other securities of the Company which such holder would have owned or had been entitled to receive upon or by reason of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event. An adjustment made pursuant to this clause (i) shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of any such subdivision or combination to the close of business on the date upon which such corporate action becomes effective. (ii) If after the Issue Date, the Company shall at any time or from time to time issue or sell (x) shares of Common Stock or (y) securities convertible into or exchangeable for shares of Common Stock, or any options, warrants or other rights to acquire shares of Common Stock (other than (A) shares of Common Stock issued upon exercise of the Warrants, (B) shares of Common Stock issued upon conversion of the Debentures outstanding on the Issue Date that have been amended pursuant to Section 7(i) of the Securities Purchase Agreement, (C) shares of Common Stock issued pursuant to an employee stock 3 option plan, stock bonus plan or other incentive compensation plan or award, each as approved by the Company's Board of Directors that, in the aggregate with all other shares of Common Stock issued pursuant to any such plans (whether or not approved by the Company's Board of Directors) constitute no more than ten percent (10%) of the issued and outstanding Common Stock, and (D) shares of Common Stock issued as a result of adjustments made under agreements related to shares described in clauses (A), (B) and (C)) at a price per share that is less than the Current Market Price per share of Common Stock then in effect as of the record date or issue date, as the case may be, referred to in the following sentence (the "Relevant Date") (treating the price per share of Common Stock, in the case of the issuance of any security convertible or exchangeable or exercisable into Common Stock as equal to (x) the sum of the price for such security convertible, exchangeable or exercisable into Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), in each case, other than issuances or sales for which an adjustment is made pursuant to another paragraph of this Section 2, then, and in each such case, the Number Issuable then in effect shall be adjusted by multiplying the Number Issuable in effect on the day immediately prior to the Relevant Date by a fraction, (1) the numerator of which shall be the sum of the number of shares of Common Stock, on a fully diluted basis, outstanding on the Relevant Date, plus the number of additional shares of Common Stock issued or to be issued (or the maximum number into which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be exercised), and (2) the denominator of which shall be the sum of the number of shares of Common Stock, on a fully diluted basis, outstanding on the Relevant Date, plus the number of shares of Common Stock which the aggregate consideration (plus the aggregate amount of any additional consideration initially payable upon conversion or exchange of such convertible or exchangeable securities or exercise of such options, warrants or other rights) for the total number of such additional shares of Common Stock so issued (or into which such convertible or exchangeable securities may convert or exchange or for which such options, warrants or other rights may be exercised) would purchase at the Current Market Price per share of Common Stock on the Relevant Date. Such adjustment shall be made whenever such shares, securities, options, warrants or other rights are issued, and shall become effective retroactively to a date immediately following the close of business (x) in the case of an issuance to the stockholders of the Company, as such, on the record date for the determination of stockholders entitled to receive such shares, securities, options, warrants or other rights and (y) in all other cases, on the date (the "issue date") of such issuance; provided, that if any convertible or exchangeable securities, options, warrants, or other rights (or any portions thereof) which shall have given rise to an adjustment pursuant to this Section 2(a)(ii) shall have expired or terminated without the exercise thereof and/or if by 4 reason of the terms of such convertible or exchangeable securities, options, warrants or other rights there shall have been an increase or increases, with the passage of time or otherwise, in the Number Issuable, then the Number Issuable hereunder shall be readjusted (but to no greater extent than originally adjusted) on the basis of (A) eliminating from the computation any additional shares of Common Stock corresponding to such convertible or exchangeable securities, options, warrants or other rights as shall have expired or terminated, (B) treating the additional shares of Common Stock, if any, actually issued or issuable pursuant to the previous exercise of such convertible and exchangeable securities, options, warrants, or other rights as having been issued for the consideration actually received and receivable therefor and (C) treating any of such convertible or exchangeable securities, options, warrants or other rights which remain outstanding as being subject to exercise or conversion. Solely for purposes of this clause (ii), (I) Common Stock shall include the Common Stock, par value $0.01 per share, of the Company and each other class of capital stock of the Company that does not have a preference over any other class of capital stock of the Company as to dividends or upon liquidation, dissolution or winding up of the Company and, in each case, shall include any other class of capital stock of the Company into which such stock is reclassified or reconstituted and (II) if the provisions of any securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights to acquire shares of Common Stock are amended after the date of issuance so as to reduce the applicable conversion price, exchange price or exercise price such amendment shall be deemed to be a new issuance of such securities. (iii) In case the Company shall at any time or from time to time after the Issue Date distribute to any holder of shares of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the resulting or surviving corporation and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or other distributions of shares of Common Stock or other capital stock for which adjustment in the Number Issuable is made under Section 2(a)(i) or dividends or other distributions received by or set aside for the benefit of the holders of Common Stock pursuant to Section 2(c) below) or rights or warrants to subscribe for or purchase securities of the Company (excluding those in respect of which adjustment in the Number Issuable is made pursuant to Section 2(a)(ii)), then, and in each such case, the Number Issuable then in effect shall be adjusted by multiplying the Number Issuable in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price per share on the record date referred to below and (y) the denominator of which shall be such Current Market Price per share less the then Fair Market Value (as determined in good faith by the Board of Directors of the Company, a certified resolution with respect to which shall be mailed to the holder of the Warrants evidenced hereby) of the portion of the cash, 5 evidences of indebtedness, securities or other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock (but such denominator shall in no event be zero). Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution. (iv) In case the Company at any time or from time to time shall take any action which could have a dilutive effect on the number of shares of Common Stock that may be issued upon exercise of the Warrants, other than an action described in any of Section 2(a)(i) through 2(a)(iii), inclusive, or Section 2(b), then, the Number Issuable shall be adjusted in such manner and at such time as the Board of Directors of the Company reasonably determines to be equitable under the circumstances (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the holder of the Warrants evidenced hereby). (v) Notwithstanding anything herein to the contrary, no adjustment under this Section 2(a) need be made to the Number Issuable unless such adjustment would require an increase or decrease of at least one percent (1%) of the Number Issuable then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least one percent (1%) of such Number Issuable. Any adjustment to the Number Issuable carried forward and not theretofore made shall be made immediately prior to the exercise of any Warrants pursuant hereto. (vi) The Company promptly shall deliver to each registered holder of Warrants at least five (5) Business Days prior to effecting any transaction which would result in an increase or decrease in the Number Issuable pursuant to this Section 2(a) a notice thereof, together with a certificate, signed by the Chief Executive Officer or a Vice-President and by the Treasurer or an Assistant Treasurer or the Clerk or an Assistant Clerk of the Company, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased Number Issuable then in effect following such adjustment. (vii) Notwithstanding anything contrary contained in this Section 2(a), the Company shall be entitled to make such upward adjustments in the Number Issuable, in addition to those otherwise required by this Section 2(a), as the Board of Directors of the Company in their discretion shall determine to be advisable in order that any stock dividend, subdivision or combination of shares, distribution of rights or warrants to purchase stock or securities, or distribution of securities convertible into or exchangeable for Common Stock, hereafter made by 6 the Company to its shareholders shall not be taxable; provided, however, that any such adjustment shall be made, as nearly as practicable, in a manner which treats all holders of Warrants with similar protections on an equal basis. (b) Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. In case of any capital reorganization or reclassification or other change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another Person (other than a consolidation or merger in which the Company is the resulting or surviving person and which does not result in any reclassification or change of outstanding Common Stock), or in case of any sale or other disposition to another Person of all or substantially all of the assets of the Company (any of the foregoing, a "Transaction"), the Company, or such successor or purchasing Person, as the case may be, shall execute and deliver to each holder of the Warrants evidenced hereby, at least five (5) Business Days prior to effecting any of the foregoing Transactions, a certificate that the holder of each such Warrant then outstanding shall have the right thereafter to exercise such Warrant into the kind and amount of shares of stock or other securities (of the Company or another issuer) or property or cash receivable upon such Transaction by a holder of the number of shares of Common Stock into which such Warrant could have been exercised immediately prior to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2 and shall contain other terms identical to the terms hereof. If, in the case of any such Transaction, the stock, other securities, cash or property receivable thereupon by a holder of Common Stock includes stock, securities, other property or cash of a Person other than the successor or purchasing Persons and other than the Company, in connection with such Transaction, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically assume the obligations of such successor or purchasing Person and acknowledge its obligations to issue such stock, securities, other property or cash to holders of the Warrants upon exercise thereof as provided above. The provisions of this Section 2(b) similarly shall apply to successive Transactions. (c) Special Distributions. If the holder so elects by sending a Special Notice to the Company, in the event that the Company shall declare a dividend or make any other distribution (including, without limitation, in cash, in capital stock (which shall include, without limitation, any options, warrants or other rights to acquire capital stock) of the Company, whether or not pursuant to a shareholder rights plan, "poison pill" or similar arrangement) in other securities, property or assets, to holders of Common Stock (a "Special Distribution"), then the Board of Directors shall set aside the amount of such dividend or distribution that any holder of Warrants would have been entitled to receive had it exercised such Warrants prior to the record date for such dividend or 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 7 distribution. Prior to any Special Distribution described in this Section 2(c), the Company shall as provided in Section 4 hereof notify each holder (not less than five (5) Business Days prior to the occurrence of each Special Distribution) of its intent to make such Special Distribution and the holder, if it elects to have such distribution set aside the amount thereof rather than have an adjustment to the Number Issuable as provided in Section 2(a)(i), 2(a)(ii) or 2(a)(iii), shall notify the Company by sending a Special Notice prior to the date of any such Special Distribution. Section 3. Redemption. The Company shall not have any right to redeem any of the Warrants evidenced hereby. Section 4. Notice of Certain Events. In case at any time or from time to time the holders of the Warrants evidenced hereby are entitled to notice pursuant to the terms of Section 2, such notice shall provide (a) the date on which a record is to be taken for the purpose of such dividend, distribution, subdivision, combination or issuance of shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, subdivision, combination, shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights, are to be determined, (b) the issue date (as defined in Section 2(a)(ii) hereof) or (c) the date on which such Transaction, dissolution, liquidation or winding up is expected to become effective. Section 5. Certain Covenants. The Company covenants and agrees that all shares of capital stock of the Company which may be issued upon the exercise of the Warrants evidenced hereby will be duly authorized, validly issued and fully paid and nonassessable. The Company shall at all times reserve and keep available for issuance upon the exercise of the Warrants, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the exercise of all outstanding Warrants, and shall take all action required to increase the authorized number of shares of Common Stock if at any time there shall be insufficient authorized but unissued shares of Common stock to permit such reservation or to permit the exercise of all outstanding Warrants. The Company shall prepare and file, and cooperate with the holder of this Warrant so that it may prepare and file, in each case within five Business Days of a request by such holder, notification and report forms in compliance with the HSR Act, and shall otherwise fully comply with the requirements of the HSR Act, to the extent required in connection with the exercise of the Warrant. The Company shall bear all of its own expenses and all of its own out of pocket expenses (including reasonable attorneys' fees, charges and expenses) and filing fees of such holder in connection with any such preparation and filing. Section 6. Registered Holder. The person in whose name this Warrant Certificate is registered shall be deemed the owner hereof and of the Warrants evidenced hereby for all purposes. 8 Section 7. Transfer of Warrants. Any transfer of the rights represented by this Warrant Certificate shall be effected by the surrender of this Warrant Certificate, along with the form of assignment attached hereto, properly completed and executed by the registered holder hereof, at the principal executive office of the Company in the United States of America; provided that (a) a registration statement with respect to the Warrants proposed for transfer, and with respect to the shares of Common Stock underlying such Warrants, shall be effective under the Securities Act, (b) the Warrants are transferred pursuant to Rule 144 under the Securities Act or (c) the Company shall have received an opinion of counsel reasonably satisfactory to it that no violation of such act or similar state acts will be involved in such transfer. Thereupon, the Company shall issue in the name or names specified by the registered holder hereof and, in the event of a partial transfer, in the name of the registered holder hereof, a new Warrant Certificate or Certificates evidencing the right to purchase such number of shares of Common Stock as shall be equal to the number of shares of Common Stock then purchasable hereunder. Section 8. Denominations. The Company covenants that it will, at its expense, promptly upon surrender of this Warrant Certificate at the principal executive office of the Company in the United States of America, execute and deliver to the registered holder hereof a new Warrant Certificate or Certificates in denominations specified by such holder for an aggregate number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. Section 9. Replacement of Warrants. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate and, in the case of loss, theft or destruction, upon delivery of an indemnity reasonably satisfactory to the Company (in the case of an institutional investor, its own unsecured indemnity agreement shall be deemed to be reasonably satisfactory), or, in the case of mutilation, upon surrender and cancellation thereof, the Company will issue a new Warrant Certificate of like tenor for a number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. Section 10. Governing Law. THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISIONS). Section 11. Rights Inure to Registered Holder. The Warrants evidenced by this Warrant Certificate will inure to the benefit of and be binding upon the registered holder thereof and the Company and their respective successors and permitted assigns. This Warrant Certificate shall be for the sole benefit of the registered holder thereof. Nothing in this Warrant Certificate shall be construed to give the registered holder hereof any rights as a holder of shares of Common Stock until such time, if any, as the Warrants evidenced by this Warrant Certificate are exercised in accordance with the provisions hereof. 9 Section 12. Definitions. For the purposes of this Warrant Certificate, the following terms shall have the meanings indicated below: "Business Day" shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law or executive order to close. "Common Stock" shall have the meaning assigned to such term in the Preamble hereof. "Company" shall have the meaning assigned to such term in the Preamble hereof. "Current Market Price" per share shall mean, on any date specified herein for the determination thereof, (a) if the Common Stock is then listed on a national securities exchange, designated as a Nasdaq Stock Market security or quoted in the over-the-counter-market by a member firm of the NYSE, the average daily Market Price of the Common Stock for those days during the period of 15 days, ending on such date, on which the national securities exchanges were open for trading, and (b) if the Common Stock is not then so listed, designated or quoted, the Market Price on such date. "Debentures" shall mean the Company's 7% Convertible Subordinated Debentures Due March 24, 2000 and the 7% Convertible Debentures Due October 29, 2000. "Exercise Price" shall have the meaning assigned to such term in the Preamble hereof. "Fair Market Value" shall mean the amount which a willing buyer, under no compulsion to buy, would pay a willing seller, under no compulsion to sell, in an arm's-length transaction. "HSR Act" shall mean the Hart Scott Rodino Anti-Trust Improvements Act of 1976, and the rules and regulations of the Federal Trade Commission promulgated thereunder. "Investor" shall have the meaning assigned to such term in the Preamble hereof. "Issue Date" shall mean December 29, 1997. "Market Price" shall mean, per share of Common Stock, on any date specified herein: (a) if the Common Stock is listed on the American Stock Exchange or any other national securities exchange or is designated as a Nasdaq Stock Market 10 security, the last trading price of the Common Stock on such date as reported in the Wall Street Journal; or (b) if the Common Stock is not so listed or designated, the average of the reported closing bid and ask prices of the Common Stock in the over-the-counter-market, on such date as reported by any member firm of the NYSE selected by the Company; or (c) if none of (a) or (b) is applicable, the Fair Market Value per share determined in good faith by the Board of Directors of the Company which shall be deemed to be Fair Market Value unless holders of at least 50% of Common Stock issued or issuable upon exercise of the Warrants request that the Company obtain an opinion of a nationally recognized investment banking firm chosen by the Company (who shall bear the expense) and reasonably acceptable to such requesting holders of the Warrants, in which event the Fair Market Value shall be as determined by such investment banking firm. "Number Issuable" shall have the meaning given it in the Preamble hereof. "NYSE" shall mean the New York Stock Exchange, Inc. "Person" shall mean any individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind. "Relevant Date" shall have the meaning assigned to such term in Section 2(a)(ii) hereof. "Securities Act" shall mean the Securities Act of 1933. "Special Distribution" shall have the meaning assigned to such term in Section 2(c) hereof. "Special Notice" shall mean the notice sent by a holder to the Company indicating its preference to have any Special Distribution set aside for its benefit upon exercise of the Warrant. "Transaction" shall have the meaning assigned to such term in Section 2(b) hereof. "Warrants" shall have the meaning assigned to such term in the Preamble hereof. "Warrant Exercise Documentation" shall have the meaning given it in Section 1 hereof. Section 13. Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be sufficient if 11 delivered personally or sent by telecopy (with confirmation of receipt) or by registered or certified mail, postage prepaid, return receipt requested, (a) if to the holder of a Warrant, at such holder's last known address or telecopy number appearing on the books of the Company; and (b) if to the Company, at its principal executive office, or the telecopy number of such office, in the United States, or such other address or telecopy number as the party to whom notice is to be given may have furnished to the other party. Each such notice, request or communication shall be effective when received or, if given by mail, when delivered at the address specified in this Section or on the fifth Business Day following the date on which such communication is posted, whichever occurs first. Section 14. Share Legend. Each certificate representing shares of Common Stock or any other securities issued upon exercise of this Warrant shall bear the following legend unless such shares or other securities have been registered under the Securities Act and any applicable state securities laws: "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, (B) SUCH SHARES ARE TRANSFERRED PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE, UNDER SUCH ACT OR (C) MEDIA LOGIC, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER." Section 15. No Rights or Liabilities as a Stockholder. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Common Stock by the exercise of this Warrant, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. 12 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed as of the Issue Date. MEDIA LOGIC, INC. By: /s/ William E. Davis ------------------------------------ William E. Davis, Jr. Chief Executive Officer and President [Form of Assignment Form] [To be executed upon assignment of Warrants] The undersigned hereby assigns and transfers this Warrant Certificate to ____________________ whose Social Security Number or Tax ID Number is _________________ and whose record address is ______________________________, and irrevocably appoints ________________ as agent to transfer this security on the books of the Company. Such agent may substitute another to act for such agent. Date:_________________________ ________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) [Form Of Election To Purchase] [To be executed upon exercise of the Warrants] TO: MEDIA LOGIC, INC. The undersigned hereby irrevocably elects to exercise Warrants represented by this Warrant Certificate to purchase ____ shares of Common Stock issuable upon the exercise of such Warrants and requests that certificates for such shares be issued in the name of: (Please insert social security, tax identification or other identifying number) ___________________________ ___________________________ ___________________________ (Please print name and address) Date:_________________________ ________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) EX-99.4 6 EX-99.4 Exhibit 99.4 THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH WARRANTS AND THE SHARES UNDERLYING SUCH WARRANTS SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, (2) SUCH WARRANTS ARE TRANSFERRED PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE, UNDER SUCH ACT OR (3) MEDIA LOGIC, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER. WARRANT NO. WX-2 WARRANT TO PURCHASE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF MEDIA LOGIC, INC. THIS IS TO CERTIFY THAT IMPRIMIS SB L.P., or such holder's registered assigns (the "Investor"), is the owner of 666,667 Warrants (as defined below), each of which entitles the registered holder thereof to purchase from MEDIA LOGIC, INC., a Massachusetts corporation (the "Company"), one fully paid, duly authorized and nonassessable share of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), at any time or from time to time on or before 5:00 p.m., New York City time, on December 29, 2002, at an exercise price of $3.00 per share (the "Exercise Price"), all on the terms and subject to the conditions hereinafter set forth. The number of shares of Common Stock issuable upon exercise of each such Warrant (the "Number Issuable"), which is initially one (1) share, is subject to adjustment from time to time pursuant to the provisions of Section 2 of this Warrant Certificate. The Warrants evidenced by this certificate are part of a series of Warrants being issued by the Company on the Issue Date (the "Warrants"). The execution and delivery of this Warrant Certificate is a condition precedent to the obligations of the Investor under the Securities Purchase Agreement, dated as of December 22, 1997, between the Investor and the Company (the "Securities Purchase Agreement"). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 12 hereof. Section 1. Exercise of Warrant. (a) The Warrants evidenced hereby may be exercised, in whole or in part, by the registered holder hereof at any time or from time to time on or before 5:00 p.m., New York City time, on December 29, 2002, upon delivery to the Company at the principal executive office of the Company in the United States of America, of (i) this Warrant Certificate, (ii) a written notice, in the form annexed hereto and entitled "Election To Purchase" and (iii) payment of the Exercise Price for the shares of Common Stock issuable upon exercise of such Warrants, which shall be payable by a certified or official bank check payable to the order of the Company (collectively, the "Warrant Exercise Documentation"). (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (a) certificates representing the number (rounded up to the nearest full share) of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, and (b) if less than the full number of Warrants evidenced hereby are being exercised, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. No such surrender shall be effective to constitute the Person entitled to receive such shares as the record holder thereof while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of five days); but any such surrender of this Warrant Certificate for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of such books, as if the exercise had been made on the date the Warrant Exercise Documentation was received and for the Number Issuable of Common Stock specified in the Warrant Exercise Documentation and at the Exercise Price. (c) The Company shall pay all expenses in connection with, and all taxes and other governmental charges (other than income taxes of the holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved 2 in the issue of any certificate for shares of Common Stock in any name other than that of the registered holder of the Warrants evidenced hereby. Section 2. Adjustments. (a) Adjustment of Number Issuable. The Number Issuable shall be subject to adjustment from time to time as follows: (i) In case the Company shall at any time or from time to time after the Issue Date: (A) pay a dividend or make a distribution on the outstanding shares of Common Stock in capital stock of the Company; (B) subdivide the outstanding shares of Common Stock into a larger number of shares; or (C) combine the outstanding shares of Common Stock into a smaller number of shares; then, and in each such case (other than a dividend or distribution received by or set aside for the benefit of the holder pursuant to Section 2(c) hereof), the Number Issuable in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the holder of any Warrant evidenced hereby thereafter exercised shall be entitled to receive the number of shares of Common Stock or other securities of the Company which such holder would have owned or had been entitled to receive upon or by reason of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event. An adjustment made pursuant to this clause (i) shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of any such subdivision or combination to the close of business on the date upon which such corporate action becomes effective. (ii) If after the Issue Date, the Company shall at any time or from time to time issue or sell (x) shares of Common Stock or (y) securities convertible into or exchangeable for shares of Common Stock, or any options, warrants or other rights to acquire shares of Common Stock (other than (A) shares of Common Stock issued upon exercise of the Warrants, (B) shares of Common Stock issued upon conversion of the Debentures outstanding on the Issue Date that have been amended pursuant to Section 7(i) of the Securities Purchase Agreement, (C) shares of Common Stock issued pursuant to an employee stock 3 option plan, stock bonus plan or other incentive compensation plan or award, each as approved by the Company's Board of Directors that, in the aggregate with all other shares of Common Stock issued pursuant to any such plans (whether or not approved by the Company's Board of Directors) constitute no more than ten percent (10%) of the issued and outstanding Common Stock, and (D) shares of Common Stock issued as a result of adjustments made under agreements related to shares described in clauses (A), (B) and (C)) at a price per share that is less than the Current Market Price per share of Common Stock then in effect as of the record date or issue date, as the case may be, referred to in the following sentence (the "Relevant Date") (treating the price per share of Common Stock, in the case of the issuance of any security convertible or exchangeable or exercisable into Common Stock as equal to (x) the sum of the price for such security convertible, exchangeable or exercisable into Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), in each case, other than issuances or sales for which an adjustment is made pursuant to another paragraph of this Section 2, then, and in each such case, the Number Issuable then in effect shall be adjusted by multiplying the Number Issuable in effect on the day immediately prior to the Relevant Date by a fraction, (1) the numerator of which shall be the sum of the number of shares of Common Stock, on a fully diluted basis, outstanding on the Relevant Date, plus the number of additional shares of Common Stock issued or to be issued (or the maximum number into which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be exercised), and (2) the denominator of which shall be the sum of the number of shares of Common Stock, on a fully diluted basis, outstanding on the Relevant Date, plus the number of shares of Common Stock which the aggregate consideration (plus the aggregate amount of any additional consideration initially payable upon conversion or exchange of such convertible or exchangeable securities or exercise of such options, warrants or other rights) for the total number of such additional shares of Common Stock so issued (or into which such convertible or exchangeable securities may convert or exchange or for which such options, warrants or other rights may be exercised) would purchase at the Current Market Price per share of Common Stock on the Relevant Date. Such adjustment shall be made whenever such shares, securities, options, warrants or other rights are issued, and shall become effective retroactively to a date immediately following the close of business (x) in the case of an issuance to the stockholders of the Company, as such, on the record date for the determination of stockholders entitled to receive such shares, securities, options, warrants or other rights and (y) in all other cases, on the date (the "issue date") of such issuance; provided, that if any convertible or exchangeable securities, options, warrants, or other rights (or any portions thereof) which shall have given rise to an adjustment pursuant to this Section 2(a)(ii) shall have expired or terminated without the exercise thereof and/or if by 4 reason of the terms of such convertible or exchangeable securities, options, warrants or other rights there shall have been an increase or increases, with the passage of time or otherwise, in the Number Issuable, then the Number Issuable hereunder shall be readjusted (but to no greater extent than originally adjusted) on the basis of (A) eliminating from the computation any additional shares of Common Stock corresponding to such convertible or exchangeable securities, options, warrants or other rights as shall have expired or terminated, (B) treating the additional shares of Common Stock, if any, actually issued or issuable pursuant to the previous exercise of such convertible and exchangeable securities, options, warrants, or other rights as having been issued for the consideration actually received and receivable therefor and (C) treating any of such convertible or exchangeable securities, options, warrants or other rights which remain outstanding as being subject to exercise or conversion. Solely for purposes of this clause (ii), (I) Common Stock shall include the Common Stock, par value $0.01 per share, of the Company and each other class of capital stock of the Company that does not have a preference over any other class of capital stock of the Company as to dividends or upon liquidation, dissolution or winding up of the Company and, in each case, shall include any other class of capital stock of the Company into which such stock is reclassified or reconstituted and (II) if the provisions of any securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights to acquire shares of Common Stock are amended after the date of issuance so as to reduce the applicable conversion price, exchange price or exercise price such amendment shall be deemed to be a new issuance of such securities. (iii) In case the Company shall at any time or from time to time after the Issue Date distribute to any holder of shares of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the resulting or surviving corporation and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or other distributions of shares of Common Stock or other capital stock for which adjustment in the Number Issuable is made under Section 2(a)(i) or dividends or other distributions received by or set aside for the benefit of the holders of Common Stock pursuant to Section 2(c) below) or rights or warrants to subscribe for or purchase securities of the Company (excluding those in respect of which adjustment in the Number Issuable is made pursuant to Section 2(a)(ii)), then, and in each such case, the Number Issuable then in effect shall be adjusted by multiplying the Number Issuable in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price per share on the record date referred to below and (y) the denominator of which shall be such Current Market Price per share less the then Fair Market Value (as determined in good faith by the Board of Directors of the Company, a certified resolution with respect to which shall be mailed to the holder of the Warrants evidenced hereby) of the portion of the cash, 5 evidences of indebtedness, securities or other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock (but such denominator shall in no event be zero). Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution. (iv) In case the Company at any time or from time to time shall take any action which could have a dilutive effect on the number of shares of Common Stock that may be issued upon exercise of the Warrants, other than an action described in any of Section 2(a)(i) through 2(a)(iii), inclusive, or Section 2(b), then, the Number Issuable shall be adjusted in such manner and at such time as the Board of Directors of the Company reasonably determines to be equitable under the circumstances (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the holder of the Warrants evidenced hereby). (v) Notwithstanding anything herein to the contrary, no adjustment under this Section 2(a) need be made to the Number Issuable unless such adjustment would require an increase or decrease of at least one percent (1%) of the Number Issuable then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least one percent (1%) of such Number Issuable. Any adjustment to the Number Issuable carried forward and not theretofore made shall be made immediately prior to the exercise of any Warrants pursuant hereto. (vi) The Company promptly shall deliver to each registered holder of Warrants at least five (5) Business Days prior to effecting any transaction which would result in an increase or decrease in the Number Issuable pursuant to this Section 2(a) a notice thereof, together with a certificate, signed by the Chief Executive Officer or a Vice-President and by the Treasurer or an Assistant Treasurer or the Clerk or an Assistant Clerk of the Company, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased Number Issuable then in effect following such adjustment. (vii) Notwithstanding anything contrary contained in this Section 2(a), the Company shall be entitled to make such upward adjustments in the Number Issuable, in addition to those otherwise required by this Section 2(a), as the Board of Directors of the Company in their discretion shall determine to be advisable in order that any stock dividend, subdivision or combination of shares, distribution of rights or warrants to purchase stock or securities, or distribution of securities convertible into or exchangeable for Common Stock, hereafter made by 6 the Company to its shareholders shall not be taxable; provided, however, that any such adjustment shall be made, as nearly as practicable, in a manner which treats all holders of Warrants with similar protections on an equal basis. (b) Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. In case of any capital reorganization or reclassification or other change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another Person (other than a consolidation or merger in which the Company is the resulting or surviving person and which does not result in any reclassification or change of outstanding Common Stock), or in case of any sale or other disposition to another Person of all or substantially all of the assets of the Company (any of the foregoing, a "Transaction"), the Company, or such successor or purchasing Person, as the case may be, shall execute and deliver to each holder of the Warrants evidenced hereby, at least five (5) Business Days prior to effecting any of the foregoing Transactions, a certificate that the holder of each such Warrant then outstanding shall have the right thereafter to exercise such Warrant into the kind and amount of shares of stock or other securities (of the Company or another issuer) or property or cash receivable upon such Transaction by a holder of the number of shares of Common Stock into which such Warrant could have been exercised immediately prior to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2 and shall contain other terms identical to the terms hereof. If, in the case of any such Transaction, the stock, other securities, cash or property receivable thereupon by a holder of Common Stock includes stock, securities, other property or cash of a Person other than the successor or purchasing Persons and other than the Company, in connection with such Transaction, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically assume the obligations of such successor or purchasing Person and acknowledge its obligations to issue such stock, securities, other property or cash to holders of the Warrants upon exercise thereof as provided above. The provisions of this Section 2(b) similarly shall apply to successive Transactions. (c) Special Distributions. If the holder so elects by sending a Special Notice to the Company, in the event that the Company shall declare a dividend or make any other distribution (including, without limitation, in cash, in capital stock (which shall include, without limitation, any options, warrants or other rights to acquire capital stock) of the Company, whether or not pursuant to a shareholder rights plan, "poison pill" or similar arrangement) in other securities, property or assets, to holders of Common Stock (a "Special Distribution"), then the Board of Directors shall set aside the amount of such dividend or distribution that any holder of Warrants would have been entitled to receive had it exercised such Warrants prior to the record date for such dividend or 7 distribution. Upon the exercise of a Warrant evidenced hereby, the holder shall be entitled to receive, such dividend or distribution that such holder would have received had such Warrant been exercised immediately prior to the record date for such dividend or distribution. Prior to any Special Distribution described in this Section 2(c), the Company shall as provided in Section 4 hereof notify each holder (not less than five (5) Business Days prior to the occurrence of each Special Distribution) of its intent to make such Special Distribution and the holder, if it elects to have such distribution set aside the amount thereof rather than have an adjustment to the Number Issuable as provided in Section 2(a)(i), 2(a)(ii) or 2(a)(iii), shall notify the Company by sending a Special Notice prior to the date of any such Special Distribution. Section 3. Redemption. The Company shall not have any right to redeem any of the Warrants evidenced hereby. Section 4. Notice of Certain Events. In case at any time or from time to time the holders of the Warrants evidenced hereby are entitled to notice pursuant to the terms of Section 2, such notice shall provide (a) the date on which a record is to be taken for the purpose of such dividend, distribution, subdivision, combination or issuance of shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, subdivision, combination, shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights, are to be determined, (b) the issue date (as defined in Section 2(a)(ii) hereof) or (c) the date on which such Transaction, dissolution, liquidation or winding up is expected to become effective. Section 5. Certain Covenants. The Company covenants and agrees that all shares of capital stock of the Company which may be issued upon the exercise of the Warrants evidenced hereby will be duly authorized, validly issued and fully paid and nonassessable. The Company shall at all times reserve and keep available for issuance upon the exercise of the Warrants, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the exercise of all outstanding Warrants, and shall take all action required to increase the authorized number of shares of Common Stock if at any time there shall be insufficient authorized but unissued shares of Common stock to permit such reservation or to permit the exercise of all outstanding Warrants. The Company shall prepare and file, and cooperate with the holder of this Warrant so that it may prepare and file, in each case within five Business Days of a request by such holder, notification and report forms in compliance with the HSR Act, and shall otherwise fully comply with the requirements of the HSR Act, to the extent required in connection with the exercise of the Warrant. The Company shall bear all of its own expenses and all of its own out of pocket expenses (including reasonable attorneys' fees, charges and expenses) and filing fees of such holder in connection with any such preparation and filing. Section 6. Registered Holder. The person in whose name this Warrant Certificate is registered shall be deemed the owner hereof and of the Warrants evidenced hereby for all purposes. 8 Section 7. Transfer of Warrants. Any transfer of the rights represented by this Warrant Certificate shall be effected by the surrender of this Warrant Certificate, along with the form of assignment attached hereto, properly completed and executed by the registered holder hereof, at the principal executive office of the Company in the United States of America; provided that (a) a registration statement with respect to the Warrants proposed for transfer, and with respect to the shares of Common Stock underlying such Warrants, shall be effective under the Securities Act, (b) the Warrants are transferred pursuant to Rule 144 under the Securities Act or (c) the Company shall have received an opinion of counsel reasonably satisfactory to it that no violation of such act or similar state acts will be involved in such transfer. Thereupon, the Company shall issue in the name or names specified by the registered holder hereof and, in the event of a partial transfer, in the name of the registered holder hereof, a new Warrant Certificate or Certificates evidencing the right to purchase such number of shares of Common Stock as shall be equal to the number of shares of Common Stock then purchasable hereunder. Section 8. Denominations. The Company covenants that it will, at its expense, promptly upon surrender of this Warrant Certificate at the principal executive office of the Company in the United States of America, execute and deliver to the registered holder hereof a new Warrant Certificate or Certificates in denominations specified by such holder for an aggregate number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. Section 9. Replacement of Warrants. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate and, in the case of loss, theft or destruction, upon delivery of an indemnity reasonably satisfactory to the Company (in the case of an institutional investor, its own unsecured indemnity agreement shall be deemed to be reasonably satisfactory), or, in the case of mutilation, upon surrender and cancellation thereof, the Company will issue a new Warrant Certificate of like tenor for a number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. Section 10. Governing Law. THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISIONS). Section 11. Rights Inure to Registered Holder. The Warrants evidenced by this Warrant Certificate will inure to the benefit of and be binding upon the registered holder thereof and the Company and their respective successors and permitted assigns. This Warrant Certificate shall be for the sole benefit of the registered holder thereof. Nothing in this Warrant Certificate shall be construed to give the registered holder hereof any rights as a holder of shares of Common Stock until such time, if any, as the Warrants evidenced by this Warrant Certificate are exercised in accordance with the provisions hereof. 9 Section 12. Definitions. For the purposes of this Warrant Certificate, the following terms shall have the meanings indicated below: "Business Day" shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law or executive order to close. "Common Stock" shall have the meaning assigned to such term in the Preamble hereof. "Company" shall have the meaning assigned to such term in the Preamble hereof. "Current Market Price" per share shall mean, on any date specified herein for the determination thereof, (a) if the Common Stock is then listed on a national securities exchange, designated as a Nasdaq Stock Market security or quoted in the over-the-counter-market by a member firm of the NYSE, the average daily Market Price of the Common Stock for those days during the period of 15 days, ending on such date, on which the national securities exchanges were open for trading, and (b) if the Common Stock is not then so listed, designated or quoted, the Market Price on such date. "Debentures" shall mean the Company's 7% Convertible Subordinated Debentures Due March 24, 2000 and the 7% Convertible Debentures Due October 29, 2000. "Exercise Price" shall have the meaning assigned to such term in the Preamble hereof. "Fair Market Value" shall mean the amount which a willing buyer, under no compulsion to buy, would pay a willing seller, under no compulsion to sell, in an arm's-length transaction. "HSR Act" shall mean the Hart Scott Rodino Anti-Trust Improvements Act of 1976, and the rules and regulations of the Federal Trade Commission promulgated thereunder. "Investor" shall have the meaning assigned to such term in the Preamble hereof. "Issue Date" shall mean December 29, 1997. "Market Price" shall mean, per share of Common Stock, on any date specified herein: (a) if the Common Stock is listed on the American Stock Exchange or any other national securities exchange or is designated as a Nasdaq Stock Market 10 security, the last trading price of the Common Stock on such date as reported in the Wall Street Journal; or (b) if the Common Stock is not so listed or designated, the average of the reported closing bid and ask prices of the Common Stock in the over-the-counter-market, on such date as reported by any member firm of the NYSE selected by the Company; or (c) if none of (a) or (b) is applicable, the Fair Market Value per share determined in good faith by the Board of Directors of the Company which shall be deemed to be Fair Market Value unless holders of at least 50% of Common Stock issued or issuable upon exercise of the Warrants request that the Company obtain an opinion of a nationally recognized investment banking firm chosen by the Company (who shall bear the expense) and reasonably acceptable to such requesting holders of the Warrants, in which event the Fair Market Value shall be as determined by such investment banking firm. "Number Issuable" shall have the meaning given it in the Preamble hereof. "NYSE" shall mean the New York Stock Exchange, Inc. "Person" shall mean any individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind. "Relevant Date" shall have the meaning assigned to such term in Section 2(a)(ii) hereof. "Securities Act" shall mean the Securities Act of 1933. "Special Distribution" shall have the meaning assigned to such term in Section 2(c) hereof. "Special Notice" shall mean the notice sent by a holder to the Company indicating its preference to have any Special Distribution set aside for its benefit upon exercise of the Warrant. "Transaction" shall have the meaning assigned to such term in Section 2(b) hereof. "Warrants" shall have the meaning assigned to such term in the Preamble hereof. "Warrant Exercise Documentation" shall have the meaning given it in Section 1 hereof. Section 13. Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be sufficient if 11 delivered personally or sent by telecopy (with confirmation of receipt) or by registered or certified mail, postage prepaid, return receipt requested, (a) if to the holder of a Warrant, at such holder's last known address or telecopy number appearing on the books of the Company; and (b) if to the Company, at its principal executive office, or the telecopy number of such office, in the United States, or such other address or telecopy number as the party to whom notice is to be given may have furnished to the other party. Each such notice, request or communication shall be effective when received or, if given by mail, when delivered at the address specified in this Section or on the fifth Business Day following the date on which such communication is posted, whichever occurs first. Section 14. Share Legend. Each certificate representing shares of Common Stock or any other securities issued upon exercise of this Warrant shall bear the following legend unless such shares or other securities have been registered under the Securities Act and any applicable state securities laws: "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, (B) SUCH SHARES ARE TRANSFERRED PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE, UNDER SUCH ACT OR (C) MEDIA LOGIC, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER." Section 15. No Rights or Liabilities as a Stockholder. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Common Stock by the exercise of this Warrant, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. 12 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed as of the Issue Date. MEDIA LOGIC, INC. By: /s/ William E. Davis ------------------------------------ William E. Davis, Jr. Chief Executive Officer and President [Form of Assignment Form] [To be executed upon assignment of Warrants] The undersigned hereby assigns and transfers this Warrant Certificate to ____________________ whose Social Security Number or Tax ID Number is _________________ and whose record address is ______________________________, and irrevocably appoints ________________ as agent to transfer this security on the books of the Company. Such agent may substitute another to act for such agent. Date:_________________________ _________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) [Form Of Election To Purchase] [To be executed upon exercise of the Warrants] TO: MEDIA LOGIC, INC. The undersigned hereby irrevocably elects to exercise Warrants represented by this Warrant Certificate to purchase ____ shares of Common Stock issuable upon the exercise of such Warrants and requests that certificates for such shares be issued in the name of: (Please insert social security, tax identification or other identifying number) ___________________________ ___________________________ ___________________________ (Please print name and address) Date:_________________________ _________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) EX-99.5 7 EX-99.5 Exhibit 99.5 THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH WARRANTS AND THE SHARES UNDERLYING SUCH WARRANTS SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, (2) SUCH WARRANTS ARE TRANSFERRED PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE, UNDER SUCH ACT OR (3) MEDIA LOGIC, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER. WARRANT NO. WX-3 WARRANT TO PURCHASE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF MEDIA LOGIC, INC. This is to Certify That WEXFORD SPECTRUM INVESTORS LLC, or such holder's registered assigns (the "Investor"), is the owner of 333,333 Warrants (as defined below), each of which entitles the registered holder thereof to purchase from Media Logic, Inc., a Massachusetts corporation (the "Company"), one fully paid, duly authorized and nonassessable share of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), at any time or from time to time on or before 5:00 p.m., New York City time, on December 29, 2002, at an exercise price of $1.50 per share (the "Exercise Price"), all on the terms and subject to the conditions hereinafter set forth. The number of shares of Common Stock issuable upon exercise of each such Warrant (the "Number Issuable"), which is initially one (1) share, is subject to adjustment from time to time pursuant to the provisions of Section 2 of this Warrant Certificate. The Warrants evidenced by this certificate are part of a series of Warrants being issued by the Company on the Issue Date (the "Warrants"). The execution and delivery of this Warrant Certificate is a condition precedent to the obligations of the Investor under the Securities Purchase Agreement, dated as of December 22, 1997, between the Investor and the Company (the "Securities Purchase Agreement"). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 12 hereof. Section 1. Exercise of Warrant. (a) The Warrants evidenced hereby may be exercised, in whole or in part, by the registered holder hereof at any time or from time to time on or before 5:00 p.m., New York City time, on December 29, 2002, upon delivery to the Company at the principal executive office of the Company in the United States of America, of (i) this Warrant Certificate, (ii) a written notice, in the form annexed hereto and entitled "Election To Purchase" and (iii) payment of the Exercise Price for the shares of Common Stock issuable upon exercise of such Warrants, which shall be payable by a certified or official bank check payable to the order of the Company (collectively, the "Warrant Exercise Documentation"). (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (a) certificates representing the number (rounded up to the nearest full share) of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, and (b) if less than the full number of Warrants evidenced hereby are being exercised, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. No such surrender shall be effective to constitute the Person entitled to receive such shares as the record holder thereof while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of five days); but any such surrender of this Warrant Certificate for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of such books, as if the exercise had been made on the date the Warrant Exercise Documentation was received and for the Number Issuable of Common Stock specified in the Warrant Exercise Documentation and at the Exercise Price. (c) The Company shall pay all expenses in connection with, and all taxes and other governmental charges (other than income taxes of the holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved 2 in the issue of any certificate for shares of Common Stock in any name other than that of the registered holder of the Warrants evidenced hereby. Section 2. Adjustments. (a) Adjustment of Number Issuable. The Number Issuable shall be subject to adjustment from time to time as follows: (i) In case the Company shall at any time or from time to time after the Issue Date: (A) pay a dividend or make a distribution on the outstanding shares of Common Stock in capital stock of the Company; (B) subdivide the outstanding shares of Common Stock into a larger number of shares; or (C) combine the outstanding shares of Common Stock into a smaller number of shares; then, and in each such case (other than a dividend or distribution received by or set aside for the benefit of the holder pursuant to Section 2(c) hereof), the Number Issuable in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the holder of any Warrant evidenced hereby thereafter exercised shall be entitled to receive the number of shares of Common Stock or other securities of the Company which such holder would have owned or had been entitled to receive upon or by reason of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event. An adjustment made pursuant to this clause (i) shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of any such subdivision or combination to the close of business on the date upon which such corporate action becomes effective. (ii) If after the Issue Date, the Company shall at any time or from time to time issue or sell (x) shares of Common Stock or (y) securities convertible into or exchangeable for shares of Common Stock, or any options, warrants or other rights to acquire shares of Common Stock (other than (A) shares of Common Stock issued upon exercise of the Warrants, (B) shares of Common Stock issued upon conversion of the Debentures outstanding on the Issue Date that have been amended pursuant to Section 7(i) of the Securities Purchase Agreement, (C) shares of Common Stock issued pursuant to an employee stock 3 option plan, stock bonus plan or other incentive compensation plan or award, each as approved by the Company's Board of Directors that, in the aggregate with all other shares of Common Stock issued pursuant to any such plans (whether or not approved by the Company's Board of Directors) constitute no more than ten percent (10%) of the issued and outstanding Common Stock, and (D) shares of Common Stock issued as a result of adjustments made under agreements related to shares described in clauses (A), (B) and (C)) at a price per share that is less than the Current Market Price per share of Common Stock then in effect as of the record date or issue date, as the case may be, referred to in the following sentence (the "Relevant Date") (treating the price per share of Common Stock, in the case of the issuance of any security convertible or exchangeable or exercisable into Common Stock as equal to (x) the sum of the price for such security convertible, exchangeable or exercisable into Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), in each case, other than issuances or sales for which an adjustment is made pursuant to another paragraph of this Section 2, then, and in each such case, the Number Issuable then in effect shall be adjusted by multiplying the Number Issuable in effect on the day immediately prior to the Relevant Date by a fraction, (1) the numerator of which shall be the sum of the number of shares of Common Stock, on a fully diluted basis, outstanding on the Relevant Date, plus the number of additional shares of Common Stock issued or to be issued (or the maximum number into which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be exercised), and (2) the denominator of which shall be the sum of the number of shares of Common Stock, on a fully diluted basis, outstanding on the Relevant Date, plus the number of shares of Common Stock which the aggregate consideration (plus the aggregate amount of any additional consideration initially payable upon conversion or exchange of such convertible or exchangeable securities or exercise of such options, warrants or other rights) for the total number of such additional shares of Common Stock so issued (or into which such convertible or exchangeable securities may convert or exchange or for which such options, warrants or other rights may be exercised) would purchase at the Current Market Price per share of Common Stock on the Relevant Date. Such adjustment shall be made whenever such shares, securities, options, warrants or other rights are issued, and shall become effective retroactively to a date immediately following the close of business (x) in the case of an issuance to the stockholders of the Company, as such, on the record date for the determination of stockholders entitled to receive such shares, securities, options, warrants or other rights and (y) in all other cases, on the date (the "issue date") of such issuance; provided, that if any convertible or exchangeable securities, options, warrants, or other rights (or any portions thereof) which shall have given rise to an adjustment pursuant to this Section 2(a)(ii) shall have expired or terminated without the exercise thereof and/or if by 4 reason of the terms of such convertible or exchangeable securities, options, warrants or other rights there shall have been an increase or increases, with the passage of time or otherwise, in the Number Issuable, then the Number Issuable hereunder shall be readjusted (but to no greater extent than originally adjusted) on the basis of (A) eliminating from the computation any additional shares of Common Stock corresponding to such convertible or exchangeable securities, options, warrants or other rights as shall have expired or terminated, (B) treating the additional shares of Common Stock, if any, actually issued or issuable pursuant to the previous exercise of such convertible and exchangeable securities, options, warrants, or other rights as having been issued for the consideration actually received and receivable therefor and (C) treating any of such convertible or exchangeable securities, options, warrants or other rights which remain outstanding as being subject to exercise or conversion. Solely for purposes of this clause (ii), (I) Common Stock shall include the Common Stock, par value $0.01 per share, of the Company and each other class of capital stock of the Company that does not have a preference over any other class of capital stock of the Company as to dividends or upon liquidation, dissolution or winding up of the Company and, in each case, shall include any other class of capital stock of the Company into which such stock is reclassified or reconstituted and (II) if the provisions of any securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights to acquire shares of Common Stock are amended after the date of issuance so as to reduce the applicable conversion price, exchange price or exercise price such amendment shall be deemed to be a new issuance of such securities. (iii) In case the Company shall at any time or from time to time after the Issue Date distribute to any holder of shares of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the resulting or surviving corporation and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or other distributions of shares of Common Stock or other capital stock for which adjustment in the Number Issuable is made under Section 2(a)(i) or dividends or other distributions received by or set aside for the benefit of the holders of Common Stock pursuant to Section 2(c) below) or rights or warrants to subscribe for or purchase securities of the Company (excluding those in respect of which adjustment in the Number Issuable is made pursuant to Section 2(a)(ii)), then, and in each such case, the Number Issuable then in effect shall be adjusted by multiplying the Number Issuable in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price per share on the record date referred to below and (y) the denominator of which shall be such Current Market Price per share less the then Fair Market Value (as determined in good faith by the Board of Directors of the Company, a certified resolution with respect to which shall be mailed to the holder of the Warrants evidenced hereby) of the portion of the cash, 5 evidences of indebtedness, securities or other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock (but such denominator shall in no event be zero). Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution. (iv) In case the Company at any time or from time to time shall take any action which could have a dilutive effect on the number of shares of Common Stock that may be issued upon exercise of the Warrants, other than an action described in any of Section 2(a)(i) through 2(a)(iii), inclusive, or Section 2(b), then, the Number Issuable shall be adjusted in such manner and at such time as the Board of Directors of the Company reasonably determines to be equitable under the circumstances (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the holder of the Warrants evidenced hereby). (v) Notwithstanding anything herein to the contrary, no adjustment under this Section 2(a) need be made to the Number Issuable unless such adjustment would require an increase or decrease of at least one percent (1%) of the Number Issuable then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least one percent (1%) of such Number Issuable. Any adjustment to the Number Issuable carried forward and not theretofore made shall be made immediately prior to the exercise of any Warrants pursuant hereto. (vi) The Company promptly shall deliver to each registered holder of Warrants at least five (5) Business Days prior to effecting any transaction which would result in an increase or decrease in the Number Issuable pursuant to this Section 2(a) a notice thereof, together with a certificate, signed by the Chief Executive Officer or a Vice-President and by the Treasurer or an Assistant Treasurer or the Clerk or an Assistant Clerk of the Company, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased Number Issuable then in effect following such adjustment. (vii) Notwithstanding anything contrary contained in this Section 2(a), the Company shall be entitled to make such upward adjustments in the Number Issuable, in addition to those otherwise required by this Section 2(a), as the Board of Directors of the Company in their discretion shall determine to be advisable in order that any stock dividend, subdivision or combination of shares, distribution of rights or warrants to purchase stock or securities, or distribution of securities convertible into or exchangeable for Common Stock, hereafter made by 6 the Company to its shareholders shall not be taxable; provided, however, that any such adjustment shall be made, as nearly as practicable, in a manner which treats all holders of Warrants with similar protections on an equal basis. (b) Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. In case of any capital reorganization or reclassification or other change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another Person (other than a consolidation or merger in which the Company is the resulting or surviving person and which does not result in any reclassification or change of outstanding Common Stock), or in case of any sale or other disposition to another Person of all or substantially all of the assets of the Company (any of the foregoing, a "Transaction"), the Company, or such successor or purchasing Person, as the case may be, shall execute and deliver to each holder of the Warrants evidenced hereby, at least five (5) Business Days prior to effecting any of the foregoing Transactions, a certificate that the holder of each such Warrant then outstanding shall have the right thereafter to exercise such Warrant into the kind and amount of shares of stock or other securities (of the Company or another issuer) or property or cash receivable upon such Transaction by a holder of the number of shares of Common Stock into which such Warrant could have been exercised immediately prior to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2 and shall contain other terms identical to the terms hereof. If, in the case of any such Transaction, the stock, other securities, cash or property receivable thereupon by a holder of Common Stock includes stock, securities, other property or cash of a Person other than the successor or purchasing Persons and other than the Company, in connection with such Transaction, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically assume the obligations of such successor or purchasing Person and acknowledge its obligations to issue such stock, securities, other property or cash to holders of the Warrants upon exercise thereof as provided above. The provisions of this Section 2(b) similarly shall apply to successive Transactions. (c) Special Distributions. If the holder so elects by sending a Special Notice to the Company, in the event that the Company shall declare a dividend or make any other distribution (including, without limitation, in cash, in capital stock (which shall include, without limitation, any options, warrants or other rights to acquire capital stock) of the Company, whether or not pursuant to a shareholder rights plan, "poison pill" or similar arrangement) in other securities, property or assets, to holders of Common Stock (a "Special Distribution"), then the Board of Directors shall set aside the amount of such dividend or distribution that any holder of Warrants would have been entitled to receive had it exercised such Warrants prior to the record date for such dividend or 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 7 distribution. Prior to any Special Distribution described in this Section 2(c), the Company shall as provided in Section 4 hereof notify each holder (not less than five (5) Business Days prior to the occurrence of each Special Distribution) of its intent to make such Special Distribution and the holder, if it elects to have such distribution set aside the amount thereof rather than have an adjustment to the Number Issuable as provided in Section 2(a)(i), 2(a)(ii) or 2(a)(iii), shall notify the Company by sending a Special Notice prior to the date of any such Special Distribution. Section 3. Redemption. The Company shall not have any right to redeem any of the Warrants evidenced hereby. Section 4. Notice of Certain Events. In case at any time or from time to time the holders of the Warrants evidenced hereby are entitled to notice pursuant to the terms of Section 2, such notice shall provide (a) the date on which a record is to be taken for the purpose of such dividend, distribution, subdivision, combination or issuance of shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, subdivision, combination, shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights, are to be determined, (b) the issue date (as defined in Section 2(a)(ii) hereof) or (c) the date on which such Transaction, dissolution, liquidation or winding up is expected to become effective. Section 5. Certain Covenants. The Company covenants and agrees that all shares of capital stock of the Company which may be issued upon the exercise of the Warrants evidenced hereby will be duly authorized, validly issued and fully paid and nonassessable. The Company shall at all times reserve and keep available for issuance upon the exercise of the Warrants, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the exercise of all outstanding Warrants, and shall take all action required to increase the authorized number of shares of Common Stock if at any time there shall be insufficient authorized but unissued shares of Common stock to permit such reservation or to permit the exercise of all outstanding Warrants. The Company shall prepare and file, and cooperate with the holder of this Warrant so that it may prepare and file, in each case within five Business Days of a request by such holder, notification and report forms in compliance with the HSR Act, and shall otherwise fully comply with the requirements of the HSR Act, to the extent required in connection with the exercise of the Warrant. The Company shall bear all of its own expenses and all of its own out of pocket expenses (including reasonable attorneys' fees, charges and expenses) and filing fees of such holder in connection with any such preparation and filing. Section 6. Registered Holder. The person in whose name this Warrant Certificate is registered shall be deemed the owner hereof and of the Warrants evidenced hereby for all purposes. 8 Section 7. Transfer of Warrants. Any transfer of the rights represented by this Warrant Certificate shall be effected by the surrender of this Warrant Certificate, along with the form of assignment attached hereto, properly completed and executed by the registered holder hereof, at the principal executive office of the Company in the United States of America; provided that (a) a registration statement with respect to the Warrants proposed for transfer, and with respect to the shares of Common Stock underlying such Warrants, shall be effective under the Securities Act, (b) the Warrants are transferred pursuant to Rule 144 under the Securities Act or (c) the Company shall have received an opinion of counsel reasonably satisfactory to it that no violation of such act or similar state acts will be involved in such transfer. Thereupon, the Company shall issue in the name or names specified by the registered holder hereof and, in the event of a partial transfer, in the name of the registered holder hereof, a new Warrant Certificate or Certificates evidencing the right to purchase such number of shares of Common Stock as shall be equal to the number of shares of Common Stock then purchasable hereunder. Section 8. Denominations. The Company covenants that it will, at its expense, promptly upon surrender of this Warrant Certificate at the principal executive office of the Company in the United States of America, execute and deliver to the registered holder hereof a new Warrant Certificate or Certificates in denominations specified by such holder for an aggregate number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. Section 9. Replacement of Warrants. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate and, in the case of loss, theft or destruction, upon delivery of an indemnity reasonably satisfactory to the Company (in the case of an institutional investor, its own unsecured indemnity agreement shall be deemed to be reasonably satisfactory), or, in the case of mutilation, upon surrender and cancellation thereof, the Company will issue a new Warrant Certificate of like tenor for a number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. Section 10. Governing Law. THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISIONS). Section 11. Rights Inure to Registered Holder. The Warrants evidenced by this Warrant Certificate will inure to the benefit of and be binding upon the registered holder thereof and the Company and their respective successors and permitted assigns. This Warrant Certificate shall be for the sole benefit of the registered holder thereof. Nothing in this Warrant Certificate shall be construed to give the registered holder hereof any rights as a holder of shares of Common Stock until such time, if any, as the Warrants evidenced by this Warrant Certificate are exercised in accordance with the provisions hereof. 9 Section 12. Definitions. For the purposes of this Warrant Certificate, the following terms shall have the meanings indicated below: "Business Day" shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law or executive order to close. "Common Stock"k shall have the meaning assigned to such term in the Preamble hereof. "Company" shall have the meaning assigned to such term in the Preamble hereof. "Current Market Price" per share shall mean, on any date specified herein for the determination thereof, (a) if the Common Stock is then listed on a national securities exchange, designated as a Nasdaq Stock Market security or quoted in the over-the-counter-market by a member firm of the NYSE, the average daily Market Price of the Common Stock for those days during the period of 15 days, ending on such date, on which the national securities exchanges were open for trading, and (b) if the Common Stock is not then so listed, designated or quoted, the Market Price on such date. "Debentures" shall mean the Company's 7% Convertible Subordinated Debentures Due March 24, 2000 and the 7% Convertible Debentures Due October 29, 2000. "Exercise Price" shall have the meaning assigned to such term in the Preamble hereof. "Fair Market Value" shall mean the amount which a willing buyer, under no compulsion to buy, would pay a willing seller, under no compulsion to sell, in an arm's-length transaction. "HSR Act" shall mean the Hart Scott Rodino Anti-Trust Improvements Act of 1976, and the rules and regulations of the Federal Trade Commission promulgated thereunder. "Investor" shall have the meaning assigned to such term in the Preamble hereof. "Issue Date" shall mean December 29, 1997. "Market Price" shall mean, per share of Common Stock, on any date specified herein: (a) if the Common Stock is listed on the American Stock Exchange or any other national securities exchange or is designated as a Nasdaq Stock Market 10 security, the last trading price of the Common Stock on such date as reported in the Wall Street Journal; or (b) if the Common Stock is not so listed or designated, the average of the reported closing bid and ask prices of the Common Stock in the over-the-counter-market, on such date as reported by any member firm of the NYSE selected by the Company; or (c) if none of (a) or (b) is applicable, the Fair Market Value per share determined in good faith by the Board of Directors of the Company which shall be deemed to be Fair Market Value unless holders of at least 50% of Common Stock issued or issuable upon exercise of the Warrants request that the Company obtain an opinion of a nationally recognized investment banking firm chosen by the Company (who shall bear the expense) and reasonably acceptable to such requesting holders of the Warrants, in which event the Fair Market Value shall be as determined by such investment banking firm. "Number Issuable" shall have the meaning given it in the Preamble hereof. "NYSE" shall mean the New York Stock Exchange, Inc. "Person" shall mean any individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind. "Relevant Date" shall have the meaning assigned to such term in Section 2(a)(ii) hereof. "Securities Act" shall mean the Securities Act of 1933. "Special Distribution" shall have the meaning assigned to such term in Section 2(c) hereof. "Special Notice" shall mean the notice sent by a holder to the Company indicating its preference to have any Special Distribution set aside for its benefit upon exercise of the Warrant. "Transaction" shall have the meaning assigned to such term in Section 2(b) hereof. "Warrants" shall have the meaning assigned to such term in the Preamble hereof. "Warrant Exercise Documentation" shall have the meaning given it in Section 1 hereof. Section 13. Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be sufficient if 11 delivered personally or sent by telecopy (with confirmation of receipt) or by registered or certified mail, postage prepaid, return receipt requested, (a) if to the holder of a Warrant, at such holder's last known address or telecopy number appearing on the books of the Company; and (b) if to the Company, at its principal executive office, or the telecopy number of such office, in the United States, or such other address or telecopy number as the party to whom notice is to be given may have furnished to the other party. Each such notice, request or communication shall be effective when received or, if given by mail, when delivered at the address specified in this Section or on the firth Business Day following the date on which such communication is posted, whichever occurs first. Section 14. Share Legend. Each certificate representing shares of Common Stock or any other securities issued upon exercise of this Warrant shall bear the following legend unless such shares or other securities have been registered under the Securities Act and any applicable state securities laws: "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, (B) SUCH SHARES ARE TRANSFERRED PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE, UNDER SUCH ACT OR (C) MEDIA LOGIC, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER." Section 15. No Rights or Liabilities as a Stockholder. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Common Stock by the exercise of this Warrant, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. 12 In Witness Whereof, the Company has caused this Warrant Certificate to be duly executed as of the Issue Date. MEDIA LOGIC, INC. By: /s/ William E. Davis --------------------------------- Name: William E. Davis, Jr. Title: Chief Executive Officer and President [Form of Assignment Form] [To be executed upon assignment of Warrants] The undersigned hereby assigns and transfers this Warrant Certificate to ____________________ whose Social Security Number or Tax ID Number is _________________ and whose record address is ____________________, and irrevocably appoints ________________ as agent to transfer this security on the books of the Company. Such agent may substitute another to act for such agent. Date: ------------------------- -------------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) [Form Of Election To Purchase] [To be executed upon exercise of the Warrants] TO: MEDIA LOGIC, INC. The undersigned hereby irrevocably elects to exercise Warrants represented by this Warrant Certificate to purchase ____ shares of Common Stock issuable upon the exercise of such Warrants and requests that certificates for such shares be issued in the name of: (Please insert social security, tax identification or other identifying number) ------------------------------- ------------------------------- ------------------------------- (Please print name and address) Date: ------------------------------ --------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) EX-99.6 8 EX-99.6 Exhibit 99.6 THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH WARRANTS AND THE SHARES UNDERLYING SUCH WARRANTS SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, (2) SUCH WARRANTS ARE TRANSFERRED PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE, UNDER SUCH ACT OR (3) MEDIA LOGIC, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER. WARRANT NO. WX-4 WARRANT TO PURCHASE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF MEDIA LOGIC, INC. This is to Certify That WEXFORD SPECTRUM INVESTORS LLC, or such holder's registered assigns (the "Investor"), is the owner of 333,333 Warrants (as defined below), each of which entitles the registered holder thereof to purchase from Media Logic, Inc., a Massachusetts corporation (the "Company"), one fully paid, duly authorized and nonassessable share of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), at any time or from time to time on or before 5:00 p.m., New York City time, on December 29, 2002, at an exercise price of $3.00 per share (the "Exercise Price"), all on the terms and subject to the conditions hereinafter set forth. The number of shares of Common Stock issuable upon exercise of each such Warrant (the "Number Issuable"), which is initially one (1) share, is subject to adjustment from time to time pursuant to the provisions of Section 2 of this Warrant Certificate. The Warrants evidenced by this certificate are part of a series of Warrants being issued by the Company on the Issue Date (the "Warrants"). The execution and delivery of this Warrant Certificate is a condition precedent to the obligations of the Investor under the Securities Purchase Agreement, dated as of December 22, 1997, between the Investor and the Company (the "Securities Purchase Agreement"). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 12 hereof. Section 1. Exercise of Warrant. (a) The Warrants evidenced hereby may be exercised, in whole or in part, by the registered holder hereof at any time or from time to time on or before 5:00 p.m., New York City time, on December 29, 2002, upon delivery to the Company at the principal executive office of the Company in the United States of America, of (i) this Warrant Certificate, (ii) a written notice, in the form annexed hereto and entitled "Election To Purchase" and (iii) payment of the Exercise Price for the shares of Common Stock issuable upon exercise of such Warrants, which shall be payable by a certified or official bank check payable to the order of the Company (collectively, the "Warrant Exercise Documentation"). (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (a) certificates representing the number (rounded up to the nearest full share) of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, and (b) if less than the full number of Warrants evidenced hereby are being exercised, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. No such surrender shall be effective to constitute the Person entitled to receive such shares as the record holder thereof while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of five days); but any such surrender of this Warrant Certificate for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of such books, as if the exercise had been made on the date the Warrant Exercise Documentation was received and for the Number Issuable of Common Stock specified in the Warrant Exercise Documentation and at the Exercise Price. (c) The Company shall pay all expenses in connection with, and all taxes and other governmental charges (other than income taxes of the holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved 2 in the issue of any certificate for shares of Common Stock in any name other than that of the registered holder of the Warrants evidenced hereby. Section 2. Adjustments. (a) Adjustment of Number Issuable. The Number Issuable shall be subject to adjustment from time to time as follows: (i) In case the Company shall at any time or from time to time after the Issue Date: (A) pay a dividend or make a distribution on the outstanding shares of Common Stock in capital stock of the Company; (B) subdivide the outstanding shares of Common Stock into a larger number of shares; or (C) combine the outstanding shares of Common Stock into a smaller number of shares; then, and in each such case (other than a dividend or distribution received by or set aside for the benefit of the holder pursuant to Section 2(c) hereof), the Number Issuable in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the holder of any Warrant evidenced hereby thereafter exercised shall be entitled to receive the number of shares of Common Stock or other securities of the Company which such holder would have owned or had been entitled to receive upon or by reason of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event. An adjustment made pursuant to this clause (i) shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of any such subdivision or combination to the close of business on the date upon which such corporate action becomes effective. (ii) If after the Issue Date, the Company shall at any time or from time to time issue or sell (x) shares of Common Stock or (y) securities convertible into or exchangeable for shares of Common Stock, or any options, warrants or other rights to acquire shares of Common Stock (other than (A) shares of Common Stock issued upon exercise of the Warrants, (B) shares of Common Stock issued upon conversion of the Debentures outstanding on the Issue Date that have been amended pursuant to Section 7(i) of the Securities Purchase Agreement, (C) shares of Common Stock issued pursuant to an employee stock 3 option plan, stock bonus plan or other incentive compensation plan or award, each as approved by the Company's Board of Directors that, in the aggregate with all other shares of Common Stock issued pursuant to any such plans (whether or not approved by the Company's Board of Directors) constitute no more than ten percent (10%) of the issued and outstanding Common Stock, and (D) shares of Common Stock issued as a result of adjustments made under agreements related to shares described in clauses (A), (B) and (C)) at a price per share that is less than the Current Market Price per share of Common Stock then in effect as of the record date or issue date, as the case may be, referred to in the following sentence (the "Relevant Date") (treating the price per share of Common Stock, in the case of the issuance of any security convertible or exchangeable or exercisable into Common Stock as equal to (x) the sum of the price for such security convertible, exchangeable or exercisable into Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), in each case, other than issuances or sales for which an adjustment is made pursuant to another paragraph of this Section 2, then, and in each such case, the Number Issuable then in effect shall be adjusted by multiplying the Number Issuable in effect on the day immediately prior to the Relevant Date by a fraction, (1) the numerator of which shall be the sum of the number of shares of Common Stock, on a fully diluted basis, outstanding on the Relevant Date, plus the number of additional shares of Common Stock issued or to be issued (or the maximum number into which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be exercised), and (2) the denominator of which shall be the sum of the number of shares of Common Stock, on a fully diluted basis, outstanding on the Relevant Date, plus the number of shares of Common Stock which the aggregate consideration (plus the aggregate amount of any additional consideration initially payable upon conversion or exchange of such convertible or exchangeable securities or exercise of such options, warrants or other rights) for the total number of such additional shares of Common Stock so issued (or into which such convertible or exchangeable securities may convert or exchange or for which such options, warrants or other rights may be exercised) would purchase at the Current Market Price per share of Common Stock on the Relevant Date. Such adjustment shall be made whenever such shares, securities, options, warrants or other rights are issued, and shall become effective retroactively to a date immediately following the close of business (x) in the case of an issuance to the stockholders of the Company, as such, on the record date for the determination of stockholders entitled to receive such shares, securities, options, warrants or other rights and (y) in all other cases, on the date (the "issue date") of such issuance; provided, that if any convertible or exchangeable securities, options, warrants, or other rights (or any portions thereof) which shall have given rise to an adjustment pursuant to this Section 2(a)(ii) shall have expired or terminated without the exercise thereof and/or if by 4 reason of the terms of such convertible or exchangeable securities, options, warrants or other rights there shall have been an increase or increases, with the passage of time or otherwise, in the Number Issuable, then the Number Issuable hereunder shall be readjusted (but to no greater extent than originally adjusted) on the basis of (A) eliminating from the computation any additional shares of Common Stock corresponding to such convertible or exchangeable securities, options, warrants or other rights as shall have expired or terminated, (B) treating the additional shares of Common Stock, if any, actually issued or issuable pursuant to the previous exercise of such convertible and exchangeable securities, options, warrants, or other rights as having been issued for the consideration actually received and receivable therefor and (C) treating any of such convertible or exchangeable securities, options, warrants or other rights which remain outstanding as being subject to exercise or conversion. Solely for purposes of this clause (ii), (I) Common Stock shall include the Common Stock, par value $0.01 per share, of the Company and each other class of capital stock of the Company that does not have a preference over any other class of capital stock of the Company as to dividends or upon liquidation, dissolution or winding up of the Company and, in each case, shall include any other class of capital stock of the Company into which such stock is reclassified or reconstituted and (II) if the provisions of any securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights to acquire shares of Common Stock are amended after the date of issuance so as to reduce the applicable conversion price, exchange price or exercise price such amendment shall be deemed to be a new issuance of such securities. (iii) In case the Company shall at any time or from time to time after the Issue Date distribute to any holder of shares of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the resulting or surviving corporation and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer or other assets (excluding dividends or other distributions of shares of Common Stock or other capital stock for which adjustment in the Number Issuable is made under Section 2(a)(i) or dividends or other distributions received by or set aside for the benefit of the holders of Common Stock pursuant to Section 2(c) below) or rights or warrants to subscribe for or purchase securities of the Company (excluding those in respect of which adjustment in the Number Issuable is made pursuant to Section 2(a)(ii)), then, and in each such case, the Number Issuable then in effect shall be adjusted by multiplying the Number Issuable in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price per share on the record date referred to below and (y) the denominator of which shall be such Current Market Price per share less the then Fair Market Value (as determined in good faith by the Board of Directors of the Company, a certified resolution with respect to which shall be mailed to the holder of the Warrants evidenced hereby) of the portion of the cash, 5 evidences of indebtedness, securities or other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock (but such denominator shall in no event be zero). Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution. (iv) In case the Company at any time or from time to time shall take any action which could have a dilutive effect on the number of shares of Common Stock that may be issued upon exercise of the Warrants, other than an action described in any of Section 2(a)(i) through 2(a)(iii), inclusive, or Section 2(b), then, the Number Issuable shall be adjusted in such manner and at such time as the Board of Directors of the Company reasonably determines to be equitable under the circumstances (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the holder of the Warrants evidenced hereby). (v) Notwithstanding anything herein to the contrary, no adjustment under this Section 2(a) need be made to the Number Issuable unless such adjustment would require an increase or decrease of at least one percent (1%) of the Number Issuable then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least one percent (1%) of such Number Issuable. Any adjustment to the Number Issuable carried forward and not theretofore made shall be made immediately prior to the exercise of any Warrants pursuant hereto. (vi) The Company promptly shall deliver to each registered holder of Warrants at least five (5) Business Days prior to effecting any transaction which would result in an increase or decrease in the Number Issuable pursuant to this Section 2(a) a notice thereof, together with a certificate, signed by the Chief Executive Officer or a Vice-President and by the Treasurer or an Assistant Treasurer or the Clerk or an Assistant Clerk of the Company, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased Number Issuable then in effect following such adjustment. (vii) Notwithstanding anything contrary contained in this Section 2(a), the Company shall be entitled to make such upward adjustments in the Number Issuable, in addition to those otherwise required by this Section 2(a), as the Board of Directors of the Company in their discretion shall determine to be advisable in order that any stock dividend, subdivision or combination of shares, distribution of rights or warrants to purchase stock or securities, or distribution of securities convertible into or exchangeable for Common Stock, hereafter made by 6 the Company to its shareholders shall not be taxable; provided, however, that any such adjustment shall be made, as nearly as practicable, in a manner which treats all holders of Warrants with similar protections on an equal basis. (b) Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. In case of any capital reorganization or reclassification or other change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another Person (other than a consolidation or merger in which the Company is the resulting or surviving person and which does not result in any reclassification or change of outstanding Common Stock), or in case of any sale or other disposition to another Person of all or substantially all of the assets of the Company (any of the foregoing, a "Transaction"), the Company, or such successor or purchasing Person, as the case may be, shall execute and deliver to each holder of the Warrants evidenced hereby, at least five (5) Business Days prior to effecting any of the foregoing Transactions, a certificate that the holder of each such Warrant then outstanding shall have the right thereafter to exercise such Warrant into the kind and amount of shares of stock or other securities (of the Company or another issuer) or property or cash receivable upon such Transaction by a holder of the number of shares of Common Stock into which such Warrant could have been exercised immediately prior to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2 and shall contain other terms identical to the terms hereof. If, in the case of any such Transaction, the stock, other securities, cash or property receivable thereupon by a holder of Common Stock includes stock, securities, other property or cash of a Person other than the successor or purchasing Persons and other than the Company, in connection with such Transaction, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically assume the obligations of such successor or purchasing Person and acknowledge its obligations to issue such stock, securities, other property or cash to holders of the Warrants upon exercise thereof as provided above. The provisions of this Section 2(b) similarly shall apply to successive Transactions. (c) Special Distributions. If the holder so elects by sending a Special Notice to the Company, in the event that the Company shall declare a dividend or make any other distribution (including, without limitation, in cash, in capital stock (which shall include, without limitation, any options, warrants or other rights to acquire capital stock) of the Company, whether or not pursuant to a shareholder rights plan, "poison pill" or similar arrangement) in other securities, property or assets, to holders of Common Stock (a "Special Distribution"), then the Board of Directors shall set aside the amount of such dividend or distribution that any holder of Warrants would have been entitled to receive had it exercised such Warrants prior to the record date for such dividend or 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 7 distribution. Prior to any Special Distribution described in this Section 2(c), the Company shall as provided in Section 4 hereof notify each holder (not less than five (5) Business Days prior to the occurrence of each Special Distribution) of its intent to make such Special Distribution and the holder, if it elects to have such distribution set aside the amount thereof rather than have an adjustment to the Number Issuable as provided in Section 2(a)(i), 2(a)(ii) or 2(a)(iii), shall notify the Company by sending a Special Notice prior to the date of any such Special Distribution. Section 3. Redemption. The Company shall not have any right to redeem any of the Warrants evidenced hereby. Section 4. Notice of Certain Events. In case at any time or from time to time the holders of the Warrants evidenced hereby are entitled to notice pursuant to the terms of Section 2, such notice shall provide (a) the date on which a record is to be taken for the purpose of such dividend, distribution, subdivision, combination or issuance of shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, subdivision, combination, shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or options, warrants or other rights, are to be determined, (b) the issue date (as defined in Section 2(a)(ii) hereof) or (c) the date on which such Transaction, dissolution, liquidation or winding up is expected to become effective. Section 5. Certain Covenants. The Company covenants and agrees that all shares of capital stock of the Company which may be issued upon the exercise of the Warrants evidenced hereby will be duly authorized, validly issued and fully paid and nonassessable. The Company shall at all times reserve and keep available for issuance upon the exercise of the Warrants, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the exercise of all outstanding Warrants, and shall take all action required to increase the authorized number of shares of Common Stock if at any time there shall be insufficient authorized but unissued shares of Common stock to permit such reservation or to permit the exercise of all outstanding Warrants. The Company shall prepare and file, and cooperate with the holder of this Warrant so that it may prepare and file, in each case within five Business Days of a request by such holder, notification and report forms in compliance with the HSR Act, and shall otherwise fully comply with the requirements of the HSR Act, to the extent required in connection with the exercise of the Warrant. The Company shall bear all of its own expenses and all of its own out of pocket expenses (including reasonable attorneys' fees, charges and expenses) and filing fees of such holder in connection with any such preparation and filing. Section 6. Registered Holder. The person in whose name this Warrant Certificate is registered shall be deemed the owner hereof and of the Warrants evidenced hereby for all purposes. 8 Section 7. Transfer of Warrants. Any transfer of the rights represented by this Warrant Certificate shall be effected by the surrender of this Warrant Certificate, along with the form of assignment attached hereto, properly completed and executed by the registered holder hereof, at the principal executive office of the Company in the United States of America; provided that (a) a registration statement with respect to the Warrants proposed for transfer, and with respect to the shares of Common Stock underlying such Warrants, shall be effective under the Securities Act, (b) the Warrants are transferred pursuant to Rule 144 under the Securities Act or (c) the Company shall have received an opinion of counsel reasonably satisfactory to it that no violation of such act or similar state acts will be involved in such transfer. Thereupon, the Company shall issue in the name or names specified by the registered holder hereof and, in the event of a partial transfer, in the name of the registered holder hereof, a new Warrant Certificate or Certificates evidencing the right to purchase such number of shares of Common Stock as shall be equal to the number of shares of Common Stock then purchasable hereunder. Section 8. Denominations. The Company covenants that it will, at its expense, promptly upon surrender of this Warrant Certificate at the principal executive office of the Company in the United States of America, execute and deliver to the registered holder hereof a new Warrant Certificate or Certificates in denominations specified by such holder for an aggregate number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. Section 9. Replacement of Warrants. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate and, in the case of loss, theft or destruction, upon delivery of an indemnity reasonably satisfactory to the Company (in the case of an institutional investor, its own unsecured indemnity agreement shall be deemed to be reasonably satisfactory), or, in the case of mutilation, upon surrender and cancellation thereof, the Company will issue a new Warrant Certificate of like tenor for a number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. Section 10. Governing Law. THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISIONS). Section 11. Rights Inure to Registered Holder. The Warrants evidenced by this Warrant Certificate will inure to the benefit of and be binding upon the registered holder thereof and the Company and their respective successors and permitted assigns. This Warrant Certificate shall be for the sole benefit of the registered holder thereof. Nothing in this Warrant Certificate shall be construed to give the registered holder hereof any rights as a holder of shares of Common Stock until such time, if any, as the Warrants evidenced by this Warrant Certificate are exercised in accordance with the provisions hereof. 9 Section 12. Definitions. For the purposes of this Warrant Certificate, the following terms shall have the meanings indicated below: "Business Day" shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law or executive order to close. "Common Stock" shall have the meaning assigned to such term in the Preamble hereof. "Company" shall have the meaning assigned to such term in the Preamble hereof. "Current Market Price" per share shall mean, on any date specified herein for the determination thereof, (a) if the Common Stock is then listed on a national securities exchange, designated as a Nasdaq Stock Market security or quoted in the over-the-counter-market by a member firm of the NYSE, the average daily Market Price of the Common Stock for those days during the period of 15 days, ending on such date, on which the national securities exchanges were open for trading, and (b) if the Common Stock is not then so listed, designated or quoted, the Market Price on such date. "Debentures" shall mean the Company's 7% Convertible Subordinated Debentures Due March 24, 2000 and the 7% Convertible Debentures Due October 29, 2000. "Exercise Price" shall have the meaning assigned to such term in the Preamble hereof. "Fair Market Value" shall mean the amount which a willing buyer, under no compulsion to buy, would pay a willing seller, under no compulsion to sell, in an arm's-length transaction. "HSR Act" shall mean the Hart Scott Rodino Anti-Trust Improvements Act of 1976, and the rules and regulations of the Federal Trade Commission promulgated thereunder. "Investor" shall have the meaning assigned to such term in the Preamble hereof. "Issue Date" shall mean December 29, 1997. "Market Price" shall mean, per share of Common Stock, on any date specified herein: (a) if the Common Stock is listed on the American Stock Exchange or any other national securities exchange or is designated as a Nasdaq Stock Market 10 security, the last trading price of the Common Stock on such date as reported in the Wall Street Journal; or (b) if the Common Stock is not so listed or designated, the average of the reported closing bid and ask prices of the Common Stock in the over-the-counter-market, on such date as reported by any member firm of the NYSE selected by the Company; or (c) if none of (a) or (b) is applicable, the Fair Market Value per share determined in good faith by the Board of Directors of the Company which shall be deemed to be Fair Market Value unless holders of at least 50% of Common Stock issued or issuable upon exercise of the Warrants request that the Company obtain an opinion of a nationally recognized investment banking firm chosen by the Company (who shall bear the expense) and reasonably acceptable to such requesting holders of the Warrants, in which event the Fair Market Value shall be as determined by such investment banking firm. "Number Issuable" shall have the meaning given it in the Preamble hereof. "NYSE" shall mean the New York Stock Exchange, Inc. "Person" shall mean any individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind. "Relevant Date" shall have the meaning assigned to such term in Section 2(a)(ii) hereof. "Securities Act" shall mean the Securities Act of 1933. "Special Distribution" shall have the meaning assigned to such term in Section 2(c) hereof. "Special Notice" shall mean the notice sent by a holder to the Company indicating its preference to have any Special Distribution set aside for its benefit upon exercise of the Warrant. "Transaction" shall have the meaning assigned to such term in Section 2(b) hereof. "Warrants" shall have the meaning assigned to such term in the Preamble hereof. "Warrant Exercise Documentation" shall have the meaning given it in Section 1 hereof. Section 13. Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be sufficient if 11 delivered personally or sent by telecopy (with confirmation of receipt) or by registered or certified mail, postage prepaid, return receipt requested, (a) if to the holder of a Warrant, at such holder's last known address or telecopy number appearing on the books of the Company; and (b) if to the Company, at its principal executive office, or the telecopy number of such office, in the United States, or such other address or telecopy number as the party to whom notice is to be given may have furnished to the other party. Each such notice, request or communication shall be effective when received or, if given by mail, when delivered at the address specified in this Section or on the fifth Business Day following the date on which such communication is posted, whichever occurs first. Section 14. Share Legend. Each certificate representing shares of Common Stock or any other securities issued upon exercise of this Warrant shall bear the following legend unless such shares or other securities have been registered under the Securities Act and any applicable state securities laws: "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, (B) SUCH SHARES ARE TRANSFERRED PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE, UNDER SUCH ACT OR (C) MEDIA LOGIC, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER." Section 15. No Rights or Liabilities as a Stockholder. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Common Stock by the exercise of this Warrant, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. 12 In Witness Whereof, the Company has caused this Warrant Certificate to be duly executed as of the Issue Date. Media Logic, Inc. By: /s/ William E. Davis -------------------------------------------- Name: William E. Davis Jr. Title: Chief Executive Officer and President [Form of Assignment Form] [To be executed upon assignment of Warrants] The undersigned hereby assigns and transfers this Warrant Certificate to ____________________ whose Social Security Number or Tax ID Number is _________________ and whose record address is ______________________________, and irrevocably appoints ________________ as agent to transfer this security on the books of the Company. Such agent may substitute another to act for such agent. Date:_________________________ _______________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) [Form Of Election To Purchase] [To be executed upon exercise of the Warrants] TO: MEDIA LOGIC, INC. The undersigned hereby irrevocably elects to exercise Warrants represented by this Warrant Certificate to purchase ____ shares of Common Stock issuable upon the exercise of such Warrants and requests that certificates for such shares be issued in the name of: (Please insert social security, tax identification or other identifying number) ______________________________ ______________________________ ______________________________ (Please print name and address) Date: ______________________________ ___________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) EX-99.7 9 EX-99.7 Exhibit 99.7 MEDIA LOGIC, INC. AND ADAR EQUITIES, LLC WARRANT AGREEMENT Dated as of October 29, 1997 WARRANT AGREEMENT (the "Agreement"), dated as of October 29, 1997 by and between MEDIA LOGIC, INC. (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 500,000 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 and the Placement Agent. 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 January 14, 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 been registered under the Securities Act of 1933, as amended (the "Securities Act"), and 2 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. 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 January 26, 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. 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 so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and 3 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 remaining number of Shares specified in the Warrant so surrendered. 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. 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. 4 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 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 5 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. (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 6 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 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 7 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 (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. (g) Without limiting or qualifying any section or provision of this Warrant Agreement, or any Holder's rights hereunder, the Company hereby agrees to file a registration statement registering for resale all of the Shares as soon as practicable after the Issue Date, and further agrees that such registration will occur without further notice on the part of the Company and without further action on the part of the original Holder of the Warrants. 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 8 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: 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. 9 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 10 No. 1 EXHIBIT A 500,000 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 October 29, 1997 (the "Warrant Agreement"), between the Company and First Granite Securities, Inc., 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 stock, reclassification of stock, change of par value or change of stock to no par value, 11 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. [signature page follows] 12 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: January 14, 1998 MEDIA LOGIC, INC. By:_______________________________ Name: William E. Davis, Jr. Title: Chief Executive Officer Attest: By:_________________________ Name: Title: 13 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. 14 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 -----END PRIVACY-ENHANCED MESSAGE-----