Common use of Authorization of Securities; Other Purchasers; etc Clause in Contracts

Authorization of Securities; Other Purchasers; etc. (a) The Obligor has authorized the issue and sale of its 19% Senior Subordinated Notes due April 17, 2005 (herein, together with any notes issued in exchange therefor or replacement thereof, called the "Notes") in the aggregate principal amount of $11,000,000. The Notes are to be substantially in the form of Exhibit 1(a) attached hereto. (b) The Holding Company has authorized the issue and sale of 285,714 shares of its Common Shares (herein, such 285,714 shares, together with any Shares issued in exchange therefor or replacement thereof called the "Purchased Common Shares"). The certificates for the Common Stock are to be substantially in the form of Exhibit 1(b) attached hereto. (c) The Holding Company has authorized the issue and sale of its warrants (herein, together with any warrants issued in exchange therefor or replacement thereof, called the "Warrants") evidencing rights to purchase in the aggregate 350,931 shares of Common Shares, subject only to the approval thereof by the stockholders of the Holding Company. The Warrants shall be exercisable for consideration of $7.00 per share, shall expire on April 17, 2008 and shall be substantially in the form of Exhibit 1(c) attached hereto. 128 TRIDEX CORPORATION TRIDEX NC, INC. ULTIMATE TECHNOLOGY CORPORATION 00 Xxxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 April 17, 1998 MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED 0000 Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000 Ladies and Gentlemen: TRIDEX CORPORATION, a Connecticut corporation (the "Holding Company"), TRIDEX NC, INC., a North Carolina corporation ("TNC"), and ULTIMATE TECHNOLOGY CORPORATION, a New York corporation ("UTC" and, together with the Holding Company and TNC, acting as joint and several obligors, the "Obligor") (sometimes collectively referred to herein as the "Issuers" and each, individually, as an "Issuer"), agree with you as follows. Certain capitalized terms used herein are defined in section 15.

Authorization of Securities; Other Purchasers; etc. (a) The Obligor has authorized the issue and sale of its 19% Senior Subordinated Notes due April 17, 2005 (herein, together with any notes issued in exchange therefor or replacement thereof, called the "Notes") in the aggregate principal amount of $11,000,000. The Notes are to be substantially in the form of Exhibit 1(a) attached hereto. (b) The Holding Company has authorized the issue and sale of 285,714 shares of its Common Shares Stock (herein, such 285,714 shares, together with any Shares issued in exchange therefor or replacement thereof thereof, called the "Purchased Common Shares"). The certificates for the Common Stock are to be substantially in the form of Exhibit 1(b) attached hereto. (c) The Holding Company has authorized the issue and sale of its warrants (herein, together with any warrants issued in exchange therefor or replacement thereof, called the "Warrants") evidencing rights to purchase in the aggregate 350,931 shares of its Common SharesStock, subject only to the approval thereof by the stockholders of the Holding Company. The Warrants shall be exercisable for consideration of $7.00 per share, shall expire on April 17, 2008 and shall be substantially in the form of Exhibit 1(c) attached hereto. (d) The Notes, the Purchased Common Shares, the Warrants and, unless the context clearly requires otherwise, the Warrant Shares (as defined in the Warrants), are collectively referred to as the "Securities" and each as a "Security". (e) As further provided in each of the Notes, prior to the Warrant Exchange, the Notes shall bear interest at 19% per annum and, at the option of the Obligor, 12/19th of the amount of interest which is due and payable on the Notes on any regularly scheduled interest payment date shall be paid in cash and 7/19th of the amount of interest which is due and payable on the Notes on any regularly scheduled interest payment date shall be paid in kind by adding to the principal amount of each such Note an amount equal to the interest not then paid in cash. 128 TRIDEX CORPORATION TRIDEX NCCommencing immediately after the Warrant Exchange, INCthe Notes shall bear interest at 12% per annum, payable entirely in cash. ULTIMATE TECHNOLOGY CORPORATION 00 Xxxxxx Xxxx XxxxxxxxInterest on the Notes is payable quarterly on each January 17, Xxxxxxxxxxx 00000 April 17, July 17 and October 17, commencing July 17, 1998. In no event shall the amount paid or agreed to be paid by the Obligor as interest and premium on any Note exceed the highest lawful rate permissible under any law applicable thereto. (f) The Holding Company shall use its best efforts to cause its stockholders to approve the issue and sale of the Warrants at the May, 1998 MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED 0000 Xxxxx Xxxxxx Xxxxxxxxxxxannual meeting of the stockholders of the Holding Company. In the event that the stockholders of the Holding Company shall approve the issue and sale of the Warrants, Xxxxxxxxxxxxx 00000 Ladies the Holding Company shall promptly thereafter cause the Warrants to be issued and Gentlemen: TRIDEX CORPORATION, a Connecticut corporation sold to you and the Other Purchasers in consideration of the reduction of the interest rate required to be paid in respect of the Notes to 12% per annum (the "Holding CompanyWarrant Exchange"), TRIDEX NC, INC., a North Carolina corporation ("TNC"), g) The Notes shall be secured by and ULTIMATE TECHNOLOGY CORPORATION, a New York corporation ("UTC" and, together with entitled to the benefits of unconditional guarantees from each of the Subsidiaries of the Holding Company hereafter organized or acquired, pursuant to one or more note guarantees substantially in the form of Exhibit 1(g) attached hereto (each a "Note Guarantee" and TNC, acting as joint and several obligors, collectively the "ObligorNote Guarantees"). The Securities are to be issued under this Agreement and separate Securities Purchase Agreements (the "Other Securities Purchase Agreements") identical herewith (sometimes collectively referred except as to herein as the name and address of each of the other purchasers) being entered into concurrently by the Company with each of the other purchasers (the "Issuers" Other Purchasers") named in Schedule I attached hereto. The issue of Securities to you and each, individually, as an "Issuer"), agree with the issues of Securities to each of the Other Purchasers are separate transactions and you as follows. Certain capitalized terms used herein are defined in section 15shall not be liable or responsible for the acts or defaults of the Other Purchasers.

Authorization of Securities; Other Purchasers; etc. (a) The Obligor Parent has authorized the issue and sale of its 19common stock purchase warrants (herein, together with any common stock purchase warrants issued in exchange therefor or replacement thereof, called the "WARRANTS") evidencing rights to purchase in the aggregate 9,569.85 shares (subject to adjustment) of Common Stock. The Warrants are to be substantially in the form of Exhibit 1(a)(i) attached hereto. A copy of the certificate of incorporation of the Parent is set forth as Exhibit 1(a)(ii) attached hereto. (b) The Company has authorized the issue and sale of its 14% Senior Subordinated Notes due April 17October 30, 2005 2011 (herein, together with any notes issued in exchange therefor or replacement thereof, called the "NotesNOTES") in the aggregate principal amount of $11,000,0008,750,000. The Notes are to be substantially in the form of Exhibit 1(a) attached hereto. (b) The Holding Company has authorized the issue and sale of 285,714 shares of its Common Shares (herein, such 285,714 shares, together with any Shares issued in exchange therefor or replacement thereof called the "Purchased Common Shares"). The certificates for the Common Stock are to be substantially in the form of Exhibit 1(b) attached hereto. Interest on the Notes is payable quarterly on the 30th day of each January, April, July and October, commencing January 30, 2004. In no event shall the amount paid or agreed to be paid as interest and premium on any Note exceed the highest lawful rate permissible under any law applicable thereto. (c) The Holding Company has authorized the issue Notes are to be guaranteed (as to principal, premium and sale of its warrants interest) by (herein, together with any warrants issued in exchange therefor or replacement thereof, called the "Warrants"i) evidencing rights to purchase in the aggregate 350,931 shares of Common Shares, subject only to the approval thereof by the stockholders each of the Holding Company. The Warrants shall be exercisable for consideration Subsidiaries (including any Subsidiary of $7.00 per sharethe Acquired Company but excluding any Foreign Subsidiary), shall expire on April 17whether now existing or hereafter acquired or created, 2008 and shall be (ii) the Parent pursuant to one or more guarantee agreements substantially in the form of Exhibit 1(c) 1(c)-1 or Exhibit 1(c)-2 attached hereto. 128 TRIDEX CORPORATION TRIDEX NC, INC. ULTIMATE TECHNOLOGY CORPORATION 00 Xxxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 April 17, 1998 MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED 0000 Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000 Ladies and Gentlemen: TRIDEX CORPORATION, a Connecticut corporation hereto (the "Holding Company"), TRIDEX NC, INC., a North Carolina corporation ("TNC"), and ULTIMATE TECHNOLOGY CORPORATION, a New York corporation ("UTC" and, together with the Holding Company and TNC, acting as joint and several obligorscollectively, the "Obligor") (sometimes collectively referred to herein as the "Issuers" and each, individually, as an "IssuerNOTE GUARANTEES"), agree with you as follows. Certain capitalized terms used herein are defined in section 15.

Authorization of Securities; Other Purchasers; etc. (a) The Obligor has authorized the issue and sale of its 19% Senior Subordinated Notes due April 17, 2005 (herein, together with any notes issued in exchange therefor or replacement thereof, called the "Notes") in the aggregate principal amount of $11,000,000. The Notes are to be substantially in the form of Exhibit 1(a) attached hereto. (b) The Holding Company has authorized the issue and sale of 285,714 shares of its Common Shares (herein, such 285,714 shares, together with any Shares issued in exchange therefor or replacement thereof thereof, called the "Purchased Common Shares"). The certificates for the Common Stock are to be substantially in the form of Exhibit 1(b) attached hereto. (c) The Holding Company has authorized the issue and sale of its warrants (herein, together with any warrants issued in exchange therefor or replacement thereof, called the "Warrants") evidencing rights to purchase in the aggregate 350,931 shares of Common Shares, subject only to the approval thereof by the stockholders of the Holding Company. The Warrants shall be exercisable for consideration of $7.00 per share, shall expire on April 17, 2008 and shall be substantially in the form of Exhibit 1(c) attached hereto. 128 127 TRIDEX CORPORATION TRIDEX NC, INC. ULTIMATE TECHNOLOGY CORPORATION 00 Xxxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 April 17, 1998 MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED PARTICIPATION INVESTORS 0000 Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000 Ladies and Gentlemen: TRIDEX CORPORATION, a Connecticut corporation (the "Holding Company"), TRIDEX NC, INC., a North Carolina corporation ("TNC"), and ULTIMATE TECHNOLOGY CORPORATION, a New York corporation ("UTC" and, together with the Holding Company and TNC, acting as joint and several obligors, the "Obligor") (sometimes collectively referred to herein as the "Issuers" and each, individually, as an "Issuer"), agree with you as follows. Certain capitalized terms used herein are defined in section 15.