EXHIBIT 99.4
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT
This AMENDMENT No. 1 to Subscription Agreement (the "Amendment") is made as
of the 29th day of December, 1997, by and between MEDIA LOGIC, INC., a
Massachusetts corporation (the "Company"), and the party whose name and address
is set forth on the signature page hereof (the "Holder").
WHEREAS, the Company and the Holder entered into a subscription agreement
(the "Agreement") dated March 24, 1997 for the purchase of 7% Convertible
Subordinated Debentures Due March 24, 2000 (the "Debentures"), which Debentures
are convertible into the common stock, $.01 par value per share (the "Common
Stock"), of the Company;
WHEREAS, the Company entered into Securities Purchase Agreements (the
"Securities Purchase Agreements") with Imprimis SB L.P. and Wexford Spectrum
Investors LLC (together, the "Buyers") dated December 22, 1997, for the purchase
of an aggregate of 1,700,000 shares of Common Stock and warrants to purchase up
to an aggregate of 2,000,000 shares of Common Stock;
WHEREAS, as a closing condition under the Securities Purchase Agreements,
there is required to be a minimum conversion price at which the Debentures may
be converted into the Common Stock;
WHEREAS, the Company and the Holder desire to amend the Agreement to reflect
certain changes in the terms of the Agreement as agreed by them.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Holder agree
as follows:
1. Section 9.1 of the Agreement is hereby amended as follows:
Notwithstanding anything provided in Section 9.1 of the Agreement,
from the date hereof until thirty (30) days after the Closing Date (as
defined in the Securities Purchase Agreements), the Debentures will only be
convertible into Common Stock at a price of ninety cents ($.90) per share
of Common Stock and, thereafter, shall be convertible at the terms
originally set forth in Section 9.1 of the Agreement, subject to a minimum
conversion price of ninety cents ($.90) per share of Common Stock.
2. Except as modified by this Amendment, the Agreement shall remain in full
force and effect.
Pursuant to Section 16 of the Agreement, this Amendment shall become
effective if the holder or holders of at least 50% of the principal amount of
the Debentures outstanding on the date hereof agree hereto in writing. This
Amendment may be executed in any number of counterparts, each of which shall
constitute an original. Facsimile signatures are considered to be originals and
shall have the same effect.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above written.
MEDIA LOGIC, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
__________________________________
Xxxxxxx X. Xxxxx, Xx.
Chief Executive Officer and President
Name of Holder
(Individual or Institution)
_____________________________________
Name and Title of Individual representing Holder
(if an institution)
_____________________________________
Signature of Individual Holder or Individual
Representing Holder
_____________________________________
Address: _____________________________
_____________________________________
_____________________________________
Telephone: _______________________________________
Telefax: _______________________________________
AGGREGATE AMOUNT OF DEBENTURES
HELD AS OF THE DATE HEREOF:
_____________________________________
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