MXXXXXXXX fully understands and agrees on all the terms and provisions set forth under the Master Contract. Mortgagor provides such guarantee to Debtor at its discretion and all the presentations and statements made under the Contract are true or factual.
MXXXXXXXX. By: ------------------------------------ CONFIRMED AND ACCEPTED, as of the date first above written: MERRXXX XXXCX & XO. MERRXXX XXXCH, PIERCE, FENNXX & XMITX INCORPORATED RAYMXXX XXXEX & XSSOCIATES, INC. ING BARING FURMXX XXXX XXX By: MERRXXX XXXCH, PIERCE, FENNXX & XMITX INCORPORATED By: ------------------------------- Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A NUMBER OF INITIAL NAME OF UNDERWRITER SECURITIES ------------------- ---------- Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated..................................................... 1,572,500 Raymxxx Xxxex & Xssociates, Inc.............................................. 1,572,500 ING Baring Furmxx Xxxx XXX................................................... 555,000 Lazard Freres & Co. LLC...................................................... 100,000 Schrxxxx & Xo. Inc........................................................... 100,000 Legg Xxxox Xxxx Xxxkxx, Xxcorported.......................................... 50,000 Southeast Research Partners, Inc............................................. 50,000 --------- Total........................................................................ 4,000,000 ========= SCHEDULE B NUMBER OF MAXIMUM NUMBER OF INITIAL OPTION SECURITIES TO BE SOLD SECURITIES TO BE SOLD --------------------- --------------------- HEICO Corporation 3,700,000 300,000 Laurans A. Mxxxxxxxx 300,000 300,000 --------- --------- Total.................................. 4,000,000 6,000,000 ========= ========= SCHEDULE C HEICO CORPORATION [________] Shares of Class A Common Stock (Par Value $0.01 Per Share)
MXXXXXXXX. Xxx parties hereto encourage the prompt and equitable settlement of all controversies or claims (a "DISPUTE") between or among the parties and their affiliates including but not limited to those arising out of or relating to this Agreement or the transactions contemplated hereby. At any time, either party can give the other written notice that it desires to settle a Dispute. Within 10 days of delivery of such notice, the parties agree to cause their officers having authority to resolve such differences to meet for two out of four continuous days (the "NEGOTIATION PERIOD"), the parties agree to submit their Dispute to a mediator to work with them to resolve their differences. Such mediator shall be selected by mutual agreement of the parties. The parties shall participate in the mediation proceeding in good faith with the intention to settle. The mediation shall be conducted pursuant to the rules generally used by the mediator in the mediator's practice, which rules may be modified or amended with the written consent of the parties. No later than three business days prior to the mediation, each party shall deliver to the mediator all information reasonably required for the mediator to understand the Dispute and the issues presented. The mediation shall be determined upon the first to occur of the following: (i) by the execution of a settlement agreement resolving the Dispute by the parties; (ii) by a written declaration of the mediator to the effect that further efforts at mediation are no longer worthwhile; or (iii) after the completion of two full days of mediation effect that mediation proceedings are terminated. No party shall sue any other party hereto in coxxxction with any Dispute, except for enforcement of the negotiation and mediation process set forth herein, and the arbitration provisions set forth in SECTION 10.5 hereof shall not be applicable, in each case, prior to termination of the Negotiation Period and of the mediation as provided above.
MXXXXXXXX. XXX By: /s/ MXXXXX XXXXXXXXXX ----------------------------------------- Name: /s/ Mxxxxx Xxxxxxxxxx Title: Chairman FORM OF ELECTION TO PURCHASE To be executed by the Holder to exercise the right to purchase shares of Common Stock under the Warrant, dated September 15, 2000 issued by MxxxxXxxx.xxx. To MxxxxXxxx.xxx: The undersigned hereby irrevocably elects to purchase _____________ shares of common stock, $.001 par value per share, of MxxxxXxxx.xxx (the "Common Stock") and , if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER -------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) Dated: , Name of Holder: --------- -----
MXXXXXXXX. XXX, INC. By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title:CEO STATE OF NEW JERSEY ___________ County July ___, 2000 Then personally appeared the above-named Dxxxxx X. Xxxxx, who did declare that he is a CEO of Datametrics Corporation and acknowledged the foregoing instrument to be his free act and deed as such CEO, and the free act and deed of Datametrics Corporation, before me, (Seal) ________________________________ Notary Public My commission expires: EXHIBIT A LENDERS NAME PRINCIPAL AMOUNT Gxxxx Brothers (Axxxx and Jxxxx) $80,000 Bxxxx Xxxxxxxx and Jacombs Investment, Inc. $80,000 Europa (Fxxx Xxxxx) $80,000 Pxxxxx Xxxxxxxx (Phoenix Enterprises) $80,000 Willow Creek $80,000 NTS Financial Ltd. $80,000
MXXXXXXXX xxll be eligible for a full year 2000 bonus based upon his participation in the Newell Rubbermaid Bonus Plan pursuant to thx xxxxisions of that Plan and will be paid that bonus, if any, at the same time other participants are paid.
