REGISTRATION RIGHTS AGREEMENT
AMONG
LOGIMETRICS, INC.
AND
L-3 COMMUNICATIONS CORPORATION
AND
THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES HEREOF
DATED AS OF JULY 10, 2000
LOGIMETRICS, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is made and entered into as
of July 10, 2000, among LogiMetrics, Inc., a Delaware corporation (the
"Company"), L-3 Communications Corporation, a Delaware corporation ("L-3"), and
the other signatories hereto (the "Existing Holders").
In consideration of the mutual agreements and covenants set
forth below and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties to this Agreement
agree as follows:
1. Definitions.
1.1 Definitions. For the purposes of this Section 1 and other Sections
of this Agreement, the following words shall have the meanings set forth below:
"Agreement" shall mean this Agreement, as the same may be amended,
supplemented or modified from time to time in accordance with its terms.
"Applicable Securities Laws" shall mean the securities laws or Blue Sky
laws of any jurisdiction (U.S. or foreign) applicable under the relevant
circumstances, including the United States or any subdivision thereof.
"Commission" shall mean the Securities and Exchange Commission.
"Common Stock" shall mean the shares of Common Stock of the Company,
par value $.01 per share.
"Company" shall have the meaning set forth in the first paragraph
hereof.
"Company's Notice" shall have the meaning set forth in Section 2.3.
"Convertible Securities" shall mean (i) any rights, options or warrants
to acquire Common Stock or any capital stock of the Company, and (ii) any notes,
debentures, shares of preferred stock or other securities or rights, which are
convertible or exercisable into, or exchangeable for, Common Stock or any
capital stock of the Company.
"CRM Related Persons" shall have the meaning set forth in Section 3.1.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"Existing Holders" shall have the meaning set forth in the first
paragraph hereof.
"Existing Holder Registrable Stock" shall mean: (i) the Common Stock
held by the Existing Holders and listed on Schedule 1 hereto; (ii) any Common
Stock issued or issuable
upon conversion of any Convertible Security held by the Existing Holders and
listed on Schedule 1 hereto; and (iii) any Common Stock issued or issuable,
directly or indirectly, with respect to any of the securities referred to in
clause (i) or clause (ii) above, by reason of a stock dividend or stock split or
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. Each share of Existing Holder Registrable
Stock shall cease to be Registrable Stock when transferred to any Person in
accordance with a registered public offering.
"Incidental Registration" shall have the meaning set forth in Section
2.3.
"Initiating Holders" shall mean the Long-Form Initiating Holders or the
Short-Form Initiating Holders, as applicable.
"Investors' Notice" shall have the meaning set forth in Section 2.3.
"L-3" shall have the meaning set forth in the first paragraph hereof.
"L-3 Registrable Stock" shall mean: (i) any Common Stock now or
hereafter held by L-3; (ii) any Common Stock issued or issuable upon conversion
of any Convertible Security held by L-3; and (iii) any Common Stock issued or
issuable, directly or indirectly, with respect to any of the securities referred
to in clause (i) or clause (ii) above, by reason of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. Each share of L-3 Registrable Stock shall
cease to be Registrable Stock when transferred to any Person in accordance with
a registered public offering.
"Long-Form Initiating Holders" shall mean the Major Investor(s)
referred to in either Section 2.1(a) or 2.1(b), as the case may be.
"Long-Form Registration Statement" shall mean a registration statement
on Form S-1 or Form S-2, or any similar form of registration statement adopted
by the Commission from and after the date hereof.
"Major Investor" shall mean, as of any date, with respect to any holder
of Registrable Stock, such holder of Registrable Stock so long as it owns
Registrable Stock as of such date that represents (i) in the case of a holder of
L-3 Registrable Stock, not less than five percent (5%) of the outstanding L-3
Registrable Stock as of such date, and (ii) in the case of a holder of Existing
Holder Registrable Stock, not less than five percent (5%) of the outstanding
Existing Holder Registrable Stock as of such date.
"Notice" shall have the meaning set forth in Section 3.1.
"Person" or "person" shall mean any natural person, firm, partnership,
association, corporation, company, limited liability company, trust, business
trust or other entity, or any governmental authority.
"Prospective Sellers" shall have the meaning set forth in Section
2.6(a)(ii).
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"Public Offering" shall mean a consummated firmly underwritten public
offering of the Common Stock of the Company pursuant to an effective
registration statement filed with the Commission under the Securities Act, with
respect to which (i) the Company's Common Stock is listed on the NASDAQ National
Market (or any successor, exchange market or organization thereto), and (ii) the
Company makes an offering for at least twenty percent (20%) of the outstanding
Common Stock.
"Purchase Agreement" shall have the meaning set forth in Section 2.13.
The terms "register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act.
"Registrable Stock" shall mean the Existing Holder Registrable Stock
and/or the L-3 Registrable Stock, as the context requires.
"Registration Expenses" shall have the meaning set forth in Section
2.7.
"Requesting Holders" shall have the meaning set forth in Section
2.1(d).
"Rule 144" shall mean Rule 144 promulgated by the Commission under the
Securities Act.
"Rule 144A" shall have the meaning set forth in Section 2.11(b).
"Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.
"Short-Form Initiating Holders" shall have the meaning set forth in
Section 2.1(c).
"Short-Form Registration Statement" shall mean a registration statement
on Form S-3 or any similar form of registration statement adopted by the
Commission from and after the date hereof.
1.2 Rules of Construction. Words such as "herein", "hereinafter",
"hereto", "hereby" and "hereunder", when used with reference to this Agreement,
refer to this Agreement as a whole, unless the context otherwise requires. The
words "include", "includes", "included" and "including" shall be construed as if
followed by the phrase "without being limited to". A reference to a particular
gender means a reference to any gender.
2. Registration Provisions.
2.1 Required Registrations.
(a) If, at any time after the date hereof, one or more Major
Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the
registration of any shares of Registrable Stock, pursuant to a Long-Form
Registration Statement, then such Major Investor(s) may request the Company in
writing to effect such registration under the Applicable Securities Laws,
stating (i) the form of registration statement under the Applicable Securities
Laws to be used, (ii) the
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number of shares of L-3 Registrable Stock to be disposed of, and (iii) the
intended method of disposition of such shares; provided, however, that such
Major Investor(s) include in such registration 5% of the L-3 Registrable Stock
then outstanding.
(b) If, at any time after the earlier to occur of (i) the
consummation of the Public Offering, and (ii) March 31, 2001, one or more Major
Investor(s) that is a holder of not less than 20% of the Existing Holder
Registrable Stock proposes to effect the registration of any shares of
Registrable Stock, pursuant to a Long-Form Registration Statement, then such
Major Investor(s) may request the Company in writing to effect such registration
under the Applicable Securities Laws, stating (A) the form of registration
statement under the Applicable Securities Laws to be used, (B) the number of
shares of Existing Holder Registrable Stock to be disposed of, and (C) the
intended method of disposition of such shares; provided, however, that such
Major Investor(s) include in such registration 5% of the Existing Holder
Registrable Stock then outstanding.
(c) If at any time after the earlier of (i) January 2, 2001
and (ii) the consummation of a Public Offering, provided that the Company is
entitled to file a registration statement on a Short-Form Registration
Statement, any holder(s) of Registrable Stock proposes to effect the
registration of, pursuant to a Short-Form Registration Statement, shares of
Registrable Stock that are reasonably expected to have an aggregate offering
price of at least $1,000,000 (the "Short-Form Initiating Holders"), then such
holder(s) of Registrable Stock may request the Company in writing to effect such
registration under the Applicable Securities Laws, stating (i) the form of
registration statement under the Applicable Securities Laws to be used, (ii) the
number of shares of Registrable Stock to be disposed of, and (iii) the intended
method of disposition of such shares.
(d) Upon receipt of the request of the Long-Form Initiating
Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating
Holders pursuant to Section 2.1(c), the Company shall give prompt written notice
thereof to all other holders of Registrable Stock. Subject to the provisions of
Section 2.2, the Company shall, subject to the terms of this Agreement, use its
best efforts to effect the registration under the Applicable Securities Laws of
all shares of Registrable Stock specified in the requests of the Long-Form
Initiating Holders or the Short-Form Initiating Holders, as the case may be, and
the requests (stating (i) the number of shares of Registrable Stock to be
disposed of, and (ii) the intended method of disposition of such shares) of
other holders of shares of Registrable Stock, as applicable ("Requesting
Holders") given within 30 days after receipt of such notice from the Company.
2.2 Limitations on Required Registration.
(a) The Company shall not be required to prepare and file more
than four Long-Form Registration Statements pursuant to Section 2.1(a) requested
by holders of L-3 Registrable Stock or more than two Long Form Registration
Statements pursuant to Section 2.1(b) requested by holders of Existing Holder
Registrable Stock, which actually become and are declared effective (it being
understood and agreed that only a Long-Form Registration Statement that either
(i) pursuant to which all the shares of Registrable Stock covered thereby have
been sold or
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disposed of, or (ii) has been effective for at least 180 days, shall be deemed
to have become or declared effective for purposes of being included in such four
or two Long-Form Registration Statements, as the case may be).
(b) Whenever a registration requested by the holders of
Registrable Stock is for a firmly underwritten offering and the managing
underwriter(s) determine that the number of shares of Common Stock so included
which are to be sold by the holders of Registrable Stock is limited due to
market conditions, the shares to be offered shall be allocated (i) first, to the
Initiating Holders, pro rata, based upon the number of shares of Registrable
Stock then held by such holders, respectively, and (ii) thereafter, the
remaining available portion, if any, shall be allocated among all the Requesting
Holders, pro rata, based upon the number of shares of Registrable Stock then
held by such Requesting Holders, respectively. If any holder of Registrable
Stock disapproves of the terms of the underwriting, such Person may elect to
withdraw therefrom by written notice to the Company and the Initiating Holders.
The Registrable Stock so withdrawn shall also be withdrawn from registration;
provided, however, that, if by the withdrawal of such Registrable Stock a
greater number of shares of Registrable Stock held by other holders of
Registrable Stock may be included in such registration (up to the maximum of any
limitation imposed by the managing underwriter(s)), then the Company shall offer
to all holders of Registrable Stock who have included Registrable Stock in the
registration the right to include additional Registrable Stock in the same
priority and proportion used in determining the limitation imposed by the
provisions of this Section 2.2(b).
(c) The Company shall not be required to prepare and file a
registration statement pursuant to Section 2.1(a) or 2.1(b) for a period of not
more than 90 days following receipt by the Company of the Long-Form Initiating
Holders' request for registration, if (i) the Company in good faith gives
written notice within five days after such receipt by the Company of such
request to all holders of Registrable Stock that the Company is commencing to
prepare a Company-initiated registration statement, and (ii) the Company
actively employs in good faith all reasonable efforts to cause such registration
statement to become effective.
(d) If the Company receives a Long-Form Initiating Holders'
request within 90 days of the date on which a previous registration statement
filed pursuant to Section 2.1(a) or 2.1(b) has become effective, the Company
shall not be required to commence preparation of such Long-Form Registration
Statement in accordance with such request until 90 days has elapsed since such
effective date.
(e) If the Company shall furnish to the Initiating Holders
pursuant to this Section 2.2(e) a certificate signed by the chief executive or
chief financial officer of the Company stating that the Company, in good faith,
has determined that (i) there exists material non-public information about the
Company which the Company has a bona fide business purpose for preserving as
confidential, or (ii) is undertaking (or is about to undertake) a proposed
acquisition or financing that would significantly impact the pricing of the
contemplated public offering, and in each case the Company provides the
Initiating Holders written notice thereof promptly after the Company makes such
determination, then the Company shall have the right to defer the filing or the
declaration of effectiveness of a registration statement required to be
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effected pursuant to Section 2.1, for a period of not more than (A) 90 days, in
the case of a Long-Form Registration Statement, or (B) 60 days, in the case of a
Short-Form Registration Statement, after receipt of the request of the
Initiating Holders; provided, however, that in no event shall the Company be
entitled to defer such filing or declaration of effectiveness pursuant to this
Section 2.2(e) more than 120 days in any 12-month period.
2.3 Incidental Registration. If the Company at any time proposes to
register any of its securities for sale for its own account or for the account
of any other Person (other than a registration (a) requested pursuant to Section
2.1, or (b) relating solely to the sale of securities to participants in a
Company stock plan or in a Rule 145 transaction) (an "Incidental Registration"),
then the Company shall each such time give written notice (the "Company's
Notice"), at its expense, to all holders of Registrable Stock of its intention
to do so at least 20 days prior to the filing of a registration statement with
respect to such Incidental Registration with the Commission. If any holder of
Registrable Stock desires to dispose of all or part of its Registrable Stock, it
may request registration thereof in connection with the Incidental Registration
by delivering to the Company, within 10 days after receipt of the Company's
Notice, written notice of such request (the "Investors' Notice") stating the
number of shares of Registrable Stock to be disposed of and the intended method
of disposition of such shares by such holder. The Company shall, subject to the
terms of this Agreement, use commercially reasonable efforts to cause all shares
of Registrable Stock specified in the Investors' Notice to be registered under
the Securities Act so as to permit the sale or other disposition (in accordance
with the intended methods thereof as aforesaid) by such holder or holders of the
shares so registered, subject, however, to the limitations set forth in Section
2.4.
2.4 Limitations on Incidental Registration.
(a) If the Incidental Registration of which the Company gives
notice pursuant to Section 2.3 is for the purpose of permitting a disposition of
securities by the Company pursuant to a firm commitment underwritten offering,
the notice shall so state, and the Company shall have the right to limit the
aggregate size of the offering or the number of shares to be included therein by
stockholders of the Company if requested to do so in good faith by the managing
underwriter(s) of the offering and only securities which are to be included in
the underwriting may be included in the registration.
(b) Whenever an Incidental Registration is initiated pursuant
to Section 2.3 and the number of shares which may be registered pursuant to
Section 2.3 is limited by the provisions of Section 2.4(a), the holders of
Registrable Stock shall have priority (pro rata as between holders of L-3
Registrable Stock on the one hand and holders of Existing Holder Registrable
Stock on the other hand based on the percentage of total Registrable Stock then
held by the holders of L-3 Registrable Stock in the aggregate and the holders of
Existing Holder Registrable Stock in the aggregate) as to sales over the other
holders of the Company's securities exercising similar incidental registration
rights and the Company shall cause such other holders to withdraw from such
registration to the extent necessary to allow all requesting holders of
Registrable Stock to include all of the shares so requested by them (pro rata in
accordance with the preceding parenthetical) to be included within such
registration. Whenever the number of shares which
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may be registered pursuant to Section 2.3 is still limited by the provisions of
Sections 2.4(a) after the withdrawal of such other holders of the Company's
securities, the Company shall have priority as to sales over the holders of
Registrable Stock and each holder hereby agrees that it shall withdraw its
securities from such registration to the extent necessary to allow the Company
to include all the shares which the Company desires to sell for its own account
to be included within such registration. The holders of Registrable Stock given
rights by Section 2.3 shall share in the available portion of the registration
in question, such sharing to be based upon the priority and proportion set
forth, first, in the parenthetical above, and then, within each group comprising
holders of L-3 Registrable Stock or Existing Holder Registrable Stock, as the
case may be, based upon the numbers of shares of L-3 Registrable Stock or
Existing Holder Registrable Stock, as the case may be, that the holders thereof
wish to include in the Incidental Registration.
2.5 Designation of Underwriter. In the case of any registration
initiated by the holders of Registrable Stock pursuant to the provisions of
Section 2.1 which is proposed to be effected pursuant to a firm commitment
underwriting, the Company, with the consent of the Initiating Holders (which
consent will not be unreasonably withheld or delayed), shall designate the
managing underwriter(s) (and all holders of Registrable Stock participating in
the registration shall sell their shares only pursuant to such underwriting).
2.6 Registration Procedures.
(a) If and when the Company is required by the provisions of
this Agreement to effect the registration of shares of Registrable Stock, the
Company shall, by notice to each holder of Registrable Stock included in such
registration, keep such holder advised in writing as to the initiation, progress
and effective date of each registration, qualification and compliance pursuant
hereto, and, at the expense of the Company:
(i) prepare and file with the Commission or other
applicable securities authorities a registration
statement with respect to such shares and use its best
efforts to cause such registration statement to become
and remain effective as provided herein;
(ii) prepare and file with the Commission or other
applicable securities authorities such amendments and
supplements (pre-effective and post-effective) to such
registration statement and the prospectuses used in
connection therewith as may be necessary to keep such
registration statement effective and current and to
comply with the provisions of the Securities Act or
other Applicable Securities Law with respect to the
sale or other disposition of all shares covered by such
registration statement, including such amendments and
supplements as may be necessary to reflect the intended
method of disposition from time to time of the holder
or holders of Registrable Stock who have requested that
any of their shares be sold or otherwise disposed of in
connection with the registration (the "Prospective
Sellers"), and as may be necessary to keep each
registration, qualification or compliance effective
until each Prospective Seller shall have
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completed the distribution described in the
registration statement relating thereto;
(iii) furnish to each Prospective Seller such number of
copies of each prospectus, including preliminary
prospectuses, in conformity with the requirements of
the Securities Act or other Applicable Securities Law,
and such other documents, as the Prospective Seller may
reasonably request in order to facilitate the public
sale or other disposition of the shares owned by it;
(iv) use its best efforts to register or qualify the
shares covered by such registration statement under
such other securities or Blue Sky or other Applicable
Securities Law of such jurisdictions as each
Prospective Seller shall reasonably request to enable
such Prospective Seller to consummate the public sale
or other disposition of the shares owned by such
Prospective Seller; provided, however, that the Company
shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file
a general consent to service of process in any such
jurisdictions;
(v) furnish to each Prospective Seller a signed
counterpart, addressed to the Prospective Sellers and
the underwriters, if any, of: (A) an opinion of counsel
for the Company, dated the effective date of the
registration statement or the closing date of any
underwritten public offering, in customary form,
covering such matters as are customarily covered by
opinions for an underwritten public offering in
opinions of issuers' counsel delivered to underwriters
and selling shareholders; and (B) "comfort" letters
signed by the independent public accountants, within
the meaning of Applicable Securities Laws, who have
certified the Company's financial statements included
in the registration statement, covering substantially
the same matters, with respect to the registration
statement (and the prospectus included therein) and
with respect to the events subsequent to the date of
the financial statements, as are customarily covered
(at the time of such registration) in accountants'
letters delivered to the underwriters in connection
with underwritten public offerings of securities;
(vi) cause all such Registrable Stock to be listed on
each national securities exchange or be included for
quotation on each national securities market on which
similar securities issued by the Company are then
listed;
(vii) provide a transfer agent and registrar for all
such Registrable Stock not later than the effective
date of such registration statement;
(viii) enter into such customary agreements (including
an underwriting agreement) and take all such other
customary actions as the holders of a majority of the
Registrable Stock covered by such registration
statement
8
reasonably request in order to expedite or facilitate
the disposition of such Registrable Stock;
(ix) comply with the provisions of Applicable
Securities Laws with respect to the disposition of all
securities covered by such registration statement;
(x) promptly notify each Prospective Seller (i) when
the registration statement, any pre-effective
amendment, the prospectus or any prospectus supplement
or post-effective amendment has been filed, and, with
respect to the registration statement or any
post-effective amendment thereof, when the same has
become effective, (ii) of any request by any applicable
securities authority for amendments of or supplements
to the registration statement or the prospectus or for
additional information, (iii) of the issuance by any
applicable securities authority of any stop order
suspending the effectiveness of the registration
statement or the initiation of any proceedings for that
purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the registrable securities for sale in
any jurisdiction or the initiation or threatening of
any proceedings for such purpose, and (v) of the
happening of any event which makes any statement of a
material fact made in the registration statement, the
prospectus or any document incorporated therein by
reference untrue or which requires the making of any
changes in the registration statement, the prospectus
or any document incorporated therein by reference in
order to make the statement of a material fact therein
not misleading;
(xi) use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of
the registration statement;
(xii) upon the occurrence of any event contemplated by
clause (x) above, promptly prepare a supplement or
post-effective amendment to the registration statement
or the prospectus or any document incorporated therein
by reference or file any other required document so
that, as thereafter delivered to the purchasers of the
Registrable Stock, the registration statement and the
prospectus will not contain an untrue statement of a
material fact or omit to state any material fact
necessary to make the statements therein not
misleading;
(xiii) make generally available to each purchaser of
Registrable Stock consolidated earnings statements
satisfying the requirements of Applicable Securities
Laws; and
(xiv) make available for inspection by any Prospective
Seller, any underwriter participating in any
disposition pursuant to such registration statement,
and any attorney, accountant or other agent retained by
any such Prospective Seller or underwriter, all
financial and other records, pertinent corporate
documents and properties of the Company, and cause the
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Company's officers, directors and employees to supply
all information reasonably requested by any such
Prospective Seller, underwriter, attorney, accountant
or agent in connection with the preparation of such
registration statement.
(b) Each Prospective Seller shall furnish to the Company such
information as the Company may reasonably require from the Prospective Seller
for inclusion in the registration statement (and the prospectus included
therein).
(c) The Prospective Sellers shall not (until further notice)
effect sales of the shares covered by the registration statement after receipt
of notice from the Company to suspend sales in order to permit the Company to
correct or update a registration statement or prospectus.
(d) In the case of an underwritten offering of Common Stock
effected pursuant to this Agreement, the Company and each Prospective Seller
shall enter into such customary agreements (including an underwriting agreement)
and take all such other customary actions as the managing underwriter(s)
reasonably request(s) in order to expedite or facilitate the disposition of such
Registrable Stock.
2.7 Expenses of Registration. All expenses incurred in effecting any
registration requested pursuant to Section 2.1 or 2.3, including all
registration and filing fees, stock exchange or market listing or filing fees,
fees and expenses of complying with Applicable Securities Laws, printing
expenses, expenses of compliance with Blue Sky laws, fees and disbursements of
counsel for the Company and its independent public accountants, reasonable
expenses of any special audits required by any such registration, the fees and
disbursements of any counsel and accountant retained by the holders of more than
fifty percent (50%) of the Registrable Stock being registered, and expenses of
all marketing and promotional efforts requested by the managing underwriter(s)
and any fees and expenses disbursements of underwriters customarily paid by
issuers ("Registration Expenses") shall be borne by the Company; provided,
however, that the Prospective Sellers shall bear underwriting discounts or
brokerage fees or commissions relating to the sale of their Registrable Stock
and any legal fees or disbursements for their counsel (except as aforesaid);
provided further, however, that the Company shall be required to bear the
Registration Expenses for a maximum of six registrations upon the request of the
holders of Registrable Stock pursuant to Section 2.1(c).
2.8 Indemnification.
(a) In the event of any registration of any of its securities
under the Securities Act pursuant to this Agreement, the Company shall indemnify
and hold harmless each holder requesting or joining in a registration of such
securities, its directors and officers, if any, each underwriter (as defined in
the Securities Act), each other Person who participates or is to participate in
the offering of such holder's securities and each controlling Person of any such
holder or underwriter, if any (within the meaning of the Securities Act), from
and against any losses, claims, damages or liabilities, joint or several (or
actions in respect thereof), to which such holder, director, officer,
underwriter, participating Person or controlling Person may be subject under the
Securities Act or other Applicable Securities Laws, or under any other statute
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or at common law, insofar as such losses, claims, damages or liabilities (or
actions, whether or not commenced, in respect thereof) arise out of or are based
upon (i) any untrue statement (or alleged untrue statement) of any material fact
contained in any registration statement under which such securities were
registered under the Securities Act or other Applicable Securities Laws, or any
preliminary prospectus or final prospectus contained therein, or any summary
prospectus issued in connection with any securities being registered, or any
amendment or supplement thereto, or any other document, or (ii) any 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 (iii) any
violation by the Company of the Securities Act or other Applicable Securities
Law, or any rule or regulation promulgated under the Securities Act or any other
Applicable Securities Law, or any other law applicable to the Company in
connection with any such registration, qualification or compliance, and shall
reimburse each such holder, director, officer, underwriter, participating Person
or controlling Person for any legal or other expenses reasonably incurred by
such holder, director, officer, underwriter, participating Person or controlling
Person in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company shall not be
liable to any holder, director, officer, underwriter, participating Person or
controlling Person in any such case to the extent that any such loss, claim,
damage liability or action arises out of or is based upon any such untrue
statement or omission made in such registration statement, preliminary
prospectus, final prospectus, summary prospectus, or amendment or supplement
thereto, or any other document in reliance upon and in conformity with written
information furnished to the Company by such holder, underwriter, participating
Person or controlling Person, respectively, specifically stating that it is for
use therein. The indemnity provided for herein shall remain in full force and
effect regardless of any investigation made by or on behalf of such holder,
director, officer, underwriter, participating Person or controlling Person, and
shall survive transfer of such securities by such holder.
(b) If the indemnification provided for in Section 2.8(a) is
unavailable to an indemnified party in respect of any losses, claims, damages,
liabilities or actions referred to therein, then the Company in lieu of
indemnifying such indemnified party thereunder shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities or actions, in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and of the indemnified parties
on the other in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or actions, as well as any other
relevant equitable considerations. The relative fault of the Company and of the
indemnified parties shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the indemnified parties, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 2.8(b) were determined by pro
rata allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a
11
result of the losses, claims, damages and liabilities or actions in respect
thereof referred to in the immediately preceding paragraph shall be deemed to
include any legal fees and other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 2.8(b), (i) no holder
of Registrable Stock shall be required to contribute any amount in excess of the
proceeds to it from the sale of Registrable Stock by it pursuant to the
registration statement, (ii) no underwriter shall be required to contribute any
amount in excess of the proceeds to it from the offering pursuant to the
registration statement, and (iii) no Person guilty of fraudulent
misrepresentations (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
(c) The provisions of this Section 2.8 shall be in addition to
any other rights to indemnification or contribution which an indemnified party
may have pursuant to law, equity, contract or otherwise, and shall remain in
full force and effect regardless of any investigation made by or on behalf of an
indemnified party.
(d) Promptly after receipt by an indemnified party under
Section 2.8(a) or 2.8(b) of notice of any claim or the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against the Company under such Section, notify the Company in writing of
the commencement thereof; but the omission so to notify the Company shall not
relieve it from any liability which it may have to any indemnified party
otherwise than under such Section or to the extent that it has not been
prejudiced as a result of such failure. In case any such claim shall be brought
against any indemnified party, it shall notify the Company of the commencement
thereof, and the Company shall be entitled to participate therein and, to the
extent that it shall wish, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the Company
and the indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the Company, the indemnified
party or parties shall have the right to select separate counsel to assert such
legal defenses (in which case the Company shall not have the right to direct the
defense of such action on behalf of the indemnified party or parties). Upon the
permitted assumption by the Company of the defense of such action, and approval
by the indemnified party of counsel, the Company shall not be liable to such
indemnified party under this Section 2.8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof (other than reasonable costs or investigation) unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence, (ii) the Company shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time,
(iii) the Company and its counsel do not actively and vigorously pursue the
defense of such action, or (iv) the Company has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party. The
Company shall not, without the consent of the indemnified party, consent to
entry of any judgment or enter into any settlement of any such claim (whether or
not the indemnified party is an actual or potential party to such claim) unless
such judgment or settlement (A) includes as an unconditional term thereof the
giving by the claimant or plaintiff to
12
such indemnified party of a release from all liability in respect of such claim
or litigation, and (B) does not include a statement as to an admission of fault,
culpability or a failure to act on behalf of any indemnified party. No
indemnified party shall consent to entry of any judgment or enter into any
settlement of such action the defense of which has been assumed by the Company
without the consent of the Company, such consent not to be unreasonably withheld
or delayed.
2.9 Information by Holders. Each holder of Registrable Stock shall
furnish to the Company such information regarding such holder and the
distribution proposed by such holder as the Company may reasonably request in
writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.
2.10 Waiver of Other Registration Rights. Each Existing Holder hereby
forever and irrevocably (a) waives any rights heretofore granted by the Company
with respect to the registration of any Registrable Stock under Applicable
Securities Laws, and (b) releases the Company from any commitment, covenant,
agreement or obligation to register any Registrable Stock under Applicable
Securities Laws. Without limiting the effect of the foregoing, each of the
Existing Holders and the Company agrees that the Registration Rights Agreement
dated as of October 21, 1998, is terminated upon the execution and delivery of
this Agreement by the parties hereto and shall be of no force and effect.
2.11 Rule 144 and Rule 144A. With a view to making available to each
holder of Registrable Stock the benefits of certain rules and regulations of the
Commission which may permit the sale of the Registrable Stock to the public
without registration, the Company agrees that so long as a holder owns any
Registrable Stock:
(a) the Company shall, at any time after any of the Company's
shares of capital stock are registered under the Securities Act or the Exchange
Act: (i) make and keep available public information, as those terms are
contemplated by Rule 144 under the Securities Act (or any successor or similar
rule then in force); (ii) timely file with the Commission all reports and other
documents required to be filed under the Securities Act and the Exchange Act;
and (iii) furnish to each holder forthwith upon request a written statement by
the Company as to its compliance with the reporting requirements of the
Securities Act and the Exchange Act, a copy of the most recent annual or
quarterly report of the Company, and such other information as such holder may
reasonably request in order to avail itself of any rule or regulation of the
Commission allowing such holder to sell any Registrable Stock without
registration (it being understood and agreed that (A) the Company's covenants
and agreements contained in this clause (a) shall not be operative until such
time as the Company shall have filed with the Commission its Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1999, and its Quarterly Reports
on Form 10-QSB for the fiscal quarters ended September 30, 1999, December 31,
1999 and March 31, 2000, and (B) the Company agrees to make such filings as soon
as practicable); and
(b) each holder of Registrable Stock and each prospective
holder of Registrable Stock who may consider acquiring Registrable Stock in
reliance upon Rule 144A under the Securities Act (or any successor or similar
rule then in force) ("Rule 144A") shall have
13
the right to request from the Company, and the Company will provide upon such
request, such information regarding the Company and its business, assets and
properties, if any, as is at the time required to be made available by the
Company under Rule 144A so as to enable such holder to transfer Registrable
Stock to such prospective holder in reliance upon Rule 144A.
2.12 Holdback.
(a) Each holder of Registrable Stock hereby agrees that it
shall not, to the extent requested by the managing underwriter(s) of Common
Stock (or other securities of the Company), sell or otherwise transfer or
dispose of (other than to donees who agree in writing to be similarly bound) (or
agree to do the same) any Common Stock or any Convertible Securities or any
other equity securities or equity-linked securities of the Company, during a
reasonable and customary period of time specified by the managing underwriter(s)
(but in any event not to exceed 180 days), in connection with any registration
statement effected pursuant to this Agreement (except to the extent such holder
of Registrable Stock sells any Registrable Stock in such registration pursuant
to and in accordance with this Agreement); provided, however, that the Company
shall have the right to issue Common Stock upon the due exercise or conversion
of Convertible Securities. In order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to the Registrable
Stock of each holder until the end of such reasonable and customary period.
(b) The Company hereby agrees that it shall not, to the extent
requested by the managing underwriter(s) of Common Stock (or other securities of
the Company), issue, sell or otherwise transfer or dispose of (or agree to do
the same) any Common Stock or any Convertible Securities or any other equity
securities or equity-linked securities of the Company, during a reasonable and
customary period of time specified by the managing underwriter(s) (but in any
event not to exceed 180 days), in connection with any registration statement
effected pursuant to this Agreement; provided, however, that the Company shall
have the right to issue Common Stock upon the due exercise or conversion of
Convertible Securities.
(c) No registration shall be requested to be effected pursuant
to Section 2.1 during the period(s) of time in which the restrictions on
transfer of equity securities or equity-linked securities of the Company
specified in Section 2.12(a) or 2.12(b) are in effect.
(d) Notwithstanding the foregoing, none of the provisions of
this Section 2.12 shall apply to Cerberus Partners, L.P.; provided, however,
that if Cerberus Partners, L.P. is a Prospective Seller, then the provisions of
this Section 2.12 shall apply to it.
2.13 Limitations on Subsequent Registration Rights. From and after the
date of this Agreement, the Company shall not enter into any agreement granting
any holder or prospective holder of any securities of the Company registration
rights with respect to such securities without the prior written consent of the
holders of at least a majority of the then outstanding L-3 Registrable Stock and
at least a majority of the then outstanding Existing Holder Registrable Stock.
Notwithstanding the foregoing, the Company may enter into an agreement (the "New
Agreement") granting registration rights no more favorable than the rights set
forth herein to one or more investments banks or their Affiliates to whom Common
Stock or Convertible Securities
14
are issued or transferred in accordance with the terms of the Purchase
Agreement, dated the date hereof, between the Company and L-3, as the same may
be amended or supplemented from time to time (the "Purchase Agreement");
provided, however, that if L-3 is to be granted any registration or other rights
pursuant to the New Agreement, then the Existing Holders shall be granted
registration or other rights substantially similar to those registration or
other rights granted to L-3 under the New Agreement.
3. Miscellaneous.
3.1 Notices. All notices, requests, claims, demands, approvals,
consents, waivers and other communications hereunder (each a "Notice") shall be
in writing and shall be (a) personally delivered, (b) transmitted by telecopy
facsimile, provided that the original copy thereof also is sent by pre-paid,
first class, registered or certified mail (return receipt requested), or by
next-day or overnight mail (to any United States address) or by an
internationally recognized express delivery service (to any foreign address),
(c) sent by first class, registered or certified mail, return receipt requested
or by next-day or overnight mail (to any United Stated address), postage and
charges prepaid, or (d) delivered by an internationally recognized express
delivery service (to any foreign address), postage and charges prepaid:
(i) if to X-0,
X-0 Xxxxxxxxxxxxxx Xxxxxxxxxxx
Xxxxx Microwave
000 Xxxxxxxx Xxxx
Hauppauge, N Y 11788
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Mr. John Mega
with copies to:
L-3 Communications Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxxxxxxx X. Xxxxxxx, Esq.; and
Xxxxxxx Breed Xxxxxx & Xxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxx X. Gerkis, Esq.;
(ii) if to the Company,
15
LogiMetrics, Inc.
00 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Chief Executive Officer
with copies to:
Xxxxxxxxxx Xxxxxxx PC
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxx X. Xxxxxxxx, Esq.;
L-3 Communications Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxxxxxxx X. Xxxxxxx, Esq.; and
Xxxxxxx Breed Xxxxxx & Xxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxx X. Gerkis, Esq.;
If to Xxxxxx Xxxxxxxxx XxXxxxx, Inc., or any of the Existing Holders listed on
Schedule 3.1 (the "CRM Related Persons"):
To such Person
c/o Cramer Xxxxxxxxx XxXxxxx, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx, III,
Executive Vice President
With copies to:
16
Rosenman & Colin LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxx Xxxxxx, Esq.
if to any other Existing Holder, at the address set forth on the signature pages
of this Agreement, or in each case, at such other address and numbers as may
have been furnished in a Notice by such Person to the other parties. Any Notice
shall be deemed effective or given upon receipt (or refusal of receipt).
3.2 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York
without regard to the principles of conflicts of law thereof. Each party hereto
hereby irrevocably submits to the nonexclusive jurisdiction of the courts of the
State of New York and of the United States of America sitting in the City of New
York, Borough of Manhattan, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that the venue thereof may not be appropriate,
that such suit, action or proceeding is improper or that this Agreement or any
of the documents referred to in this Agreement may not be enforced in or by said
courts, and each party hereto irrevocably agrees that all claims with respect to
such suit, action or proceeding shall be heard and determined in such a New York
state or federal court. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party in the manner provided in
Section 3.1 and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.
3.3 Severability. Should any Section or any part of a Section within
this Agreement be rendered void, invalid or unenforceable by any court of law
for any reason, such invalidity or unenforceability shall not void or render
invalid or unenforceable any other Section or part of a Section in this
Agreement.
3.4 Section Headings. Section headings contained in this Agreement are
inserted as a matter of convenience and for reference purposes only, and in no
way define, limit, extend or describe the scope of this Agreement or the intent
of any provision hereof.
3.5 Amendments and Waivers. Neither this Agreement nor any term hereof
may be changed, waived, discharged or terminated orally or in writing, except
that any term of this
17
Agreement may be amended and the observance of any such term may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only with the written consent of (a) the Company, (b) the holders
of at least a majority of the then outstanding L-3 Registrable Stock, and (c)
the holders of at least a majority of the then outstanding Existing Holder
Registrable Stock; provided, however, that no such waiver shall extend to or
affect any other obligation not expressly waived or impair any right consequent
therein. L-3 may waive any of its rights or the obligations of the Company owing
to L-3 hereunder without obtaining the consent of any other Person. Each
Existing Holder may waive any of its rights or the obligations of the Company
owing to such Existing Holder hereunder without obtaining the consent of any
other Person.
3.6 Successors and Assigns. All rights, covenants and agreements of the
parties contained in this Agreement shall be binding upon and inure to the
benefit of their respective successors and permitted assigns. The Company may
not assign this Agreement.
3.7 Specific Performance. The parties hereto recognize that the capital
stock of the Company cannot be readily purchased or sold on the open market and
that it is to the benefit of the Company, L-3 and the Existing Holders that this
Agreement be carried out; and for those and other reasons, the parties hereto
would be irreparably damaged if this Agreement is not specifically enforced in
the event of a breach hereof. If any controversy concerning the rights or
obligations to purchase or sell any capital stock of the Company arises, or if
this Agreement is breached, the parties hereto hereby agree that remedies at law
might be inadequate and that, therefore, such rights and obligations, and this
Agreement, shall be enforceable by specific performance. The remedy of specific
performance shall not be an exclusive remedy, but shall be cumulative of all
other rights and remedies of the parties hereto at law, in equity or under this
Agreement.
3.8 Entire Agreement. This Agreement contains the entire agreement and
understanding of the parties and there are no further or other agreements or
understandings, written or oral, in effect between the parties relating to the
subject matter hereof unless expressly referred to herein and supersedes all
prior agreements and understandings relating to the subject matter hereof.
3.9 Fees and Expenses. Each party hereto shall pay its respective fees
and expenses in connection with the negotiation, execution and delivery of this
Agreement and the other documents and transactions contemplated hereby.
3.10 Further Assurances. Each party hereto shall cooperate and take
such actions as may be reasonably requested by another party in order to carry
out the provisions and purposes of this Agreement and the transactions
contemplated hereby.
3.11 Condition to Effectiveness. This Agreement shall become effective
upon the closing of the Purchase Agreement.
3.12 Counterparts. This Agreement may be executed (including by
facsimile transmission) with counterpart signature pages or in one or more
counterparts, each of which
18
shall be deemed an original but all of which together shall constitute one and
the same instrument.
3.13 Recapitalization. This Agreement shall apply to (a) the Common
Stock held by L-3 and the Existing Holders, as well as any Common Stock
hereafter acquired by L-3 and/or the Existing Holders (including any Common
Stock issued upon the exercise, conversion or exchange of any Convertible
Securities), and (b) any and all shares of capital stock of the Company which
may be issued in respect of, in exchange for or in substitution of Common Stock,
by reason of any stock dividend, split, reverse split, combination,
reclassification, merger, recapitalization, share exchange or other transaction.
3.14 Attorneys' Fees. If any party initiates any legal action arising
out of or in connection with this Agreement, the prevailing party in such legal
action shall be entitled to recover from the other party all reasonable
attorneys' fees, expert witness fees and expenses incurred by the prevailing
party in connection therewith.
[Signature Pages Follow]
19
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
LOGIMETRICS, INC.
By: /s/ Xxxxxx X. Xxxxxx
_____________________________________
Name: Xxxxxx X. Xxxxxx
Title: President
L-3 COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
_____________________________________
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
/s/ Xxxxxx X. Xxxxxx
_________________________________________
Xxxxxx X. Xxxxxx
00 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
S-1
/s/ Xxxxxxx X. Brand
_________________________________________
Xxxxxxx X. Brand
00 Xxxxxxxx Xxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
LFH, LLC
By: /s/ Xxxxxxx Brand
_____________________________________
Name: Xxxxxxx Brand
Title:
000 Xxxxxxxx Xxxx
Xxxxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/ Xxxxxx X. Xxxxxx
_________________________________________
Xxxxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
XXXXXX XXXXXXXXX XxXXXXX LLC
By: /s/ Xxxxxx X. Xxxxxxx, III
_____________________________________
Name: Xxxxxx X. Xxxxxxx, III
Title: Executive Vice President
Chief Operating Offier
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
S-2
L.A.D. EQUITY PARTNERS, L.P.
By: Flint Investments, Inc.
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
_____________________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/ Xxxxxx X. Xxxxxxxxx, Xxxxx
_________________________________________
Xxxxxx X. Xxxxxxxxx, Xxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM 1998 ENTERPRISE FUND, LLC
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its Managing Member
By: /s/ Xxxxxx X. Xxxxxxx, III
_____________________________________
Name: Xxxxxx X. Xxxxxxx, III
Title: Chief Operating Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
X-0
XXX 0000 XXXXXXXXXX FUND, LLC
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.
Its Managing Member
By: /s/ Xxxxxx X. Xxxxxxx, III
_____________________________________
Name: Xxxxxx X. Xxxxxxx, III
Title: Chief Operating Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM PARTNERS, L.P.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxx, III
_____________________________________
Name: Xxxxxx X. Xxxxxxx, III
Title: Chief Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
S-4
CRM RETIREMENT PARTNERS, L.P.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxx, III
_____________________________________
Name: Xxxxxx X. Xxxxxxx, III
Title: Chief Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM MADISON PARTNERS, L.P.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxx, III
_____________________________________
Name: Xxxxxx X. Xxxxxxx, III
Title: Chief Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM U.S. VALUE FUND, LTD.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxx, III
_____________________________________
Name: Xxxxxx X. Xxxxxxx, III
Title: Chief Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
S-5
EURYCLEIA PARTNERS, L.P.
By: Marchessini & Company,
Its General Partner
By: /s/ Xxxx Xxxxxx
_____________________________________
Name: Xxxx Xxxxxx
Title: Vice President
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
A.C. ISRAEL ENTERPRISES, INC.
By: /s/ Xxx Xxxxxx
_____________________________________
Name: Xxx Xxxxxx
Title:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM-EFO PARTNERS, L.P.
By: CRM-EFO Investments, LLC
Its General Partner
By: CRM Management, Inc.,
Its Managing Member
By: /s/ Xxxxxx X. Xxxxxxx, III
_____________________________________
Name: Xxxxxx X. Xxxxxxx, III
Title: Chief Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
S-6
/s/ Xxxxxxx Xxxxxxxxxxx
_________________________________________
Xxxxxxx Xxxxxxxxxxx
Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
XXXXXX EQUITIES CORP.
By: /s/ Xxxxxxx Xxxxxxxxxxx
_____________________________________
Name: Xxxxxxx Xxxxxxxxxxx
Title: President
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
WHITEHALL PROPERTIES, LLC
By: /s/ Xxxxxxx Xxxxxxxxxxx
_____________________________________
Name: Xxxxxxx Xxxxxxxxxxx
Title: President
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
S-7
KABUKI PARTNERS ADP, GP
By: /s/ Xxxxxxx Xxxxxxxxxxx
_____________________________________
Name: Xxxxxxx Xxxxxxxxxxx
Title: General Partner
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
XxXXXXX FAMILY PARTNERSHIP L.P.
By: /s/ Xxxxxx X. XxXxxxx
_____________________________________
Name: Xxxxxx X. XxXxxxx
Title: General Partner
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/ Xxxxxxx X. Xxxx, Xx.
_________________________________________
Xxxxxxx X. Xxxx, Xx.
By: Xxxxxx Xxxxxxxxx XxXxxx, Inc.
Attorney-in-Fact
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/ Xxxx X. Xxxxxx
_________________________________________
Xxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
S-8
/s/ Xxxxxx X. Xxxxxxx, III
_________________________________________
Xxxxxx X. Xxxxxxx, III
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/ Xxxx X. Xxxxxx
_________________________________________
Xxxx X. Xxxxxx
000 X. 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
MBF CAPITAL CORPORATION
By: /s/ Xxxx X. Xxxxxx
_____________________________________
Name: Xxxx X. Xxxxxx
Title: President
MBF BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
Its General Partner
By: /s/ Xxxx X. Xxxxxx
_____________________________________
Name: Xxxx X. Xxxxxx
Title: President
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
S-9
PHINEAS BROADBAND SYSTEMS
By: MBF Broadband Systems, Inc.
Its General Partner
By: /s/ Xxxx X. Xxxxxx
_____________________________________
Name: Xxxx X. Xxxxxx
Title: President
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CERBERUS PARTNERS, L.P.
By: Cerberus Associates, LLC,
Its General Partner
By: /s/ Xxxx Xxxxxxx
_____________________________________
Name: Xxxx Xxxxxxx
Title: Managing Director
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
S-10
/s/ Xxxxx Xxxxxx
_________________________________________
Xxxxx Xxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
S-11
SCHEDULE 1: EXISTING HOLDER REGISTRABLE STOCK
SCHEDULE 3.1: THE CRM RELATED PERSONS
Xxxxxx Xxxxxxxxx XxXxxxx LLC
Xxxxxx X. Xxxxxxxxx, Xxxxx
CRM 1997 Enterprise Fund, LLC
CRM 1998 Enterprise Fund, LLC
CRM Partners, L.P.
CRM Retirement Partners, L.P.
CRM Madison Partners, L.P.
CRM U.S. Value Fund, LTD.
CRM-EFO Partners, X.X.
XxXxxxx Family Partnership L.P.
Xxxxxx X. Xxxxxx
Xxxx X. Xxxxxx
