AGREEMENT
By this Agreement made and entered into as of November 27, 1995,
ARIZONA INSTRUMENT CORPORATION, a Delaware corporation ("AZI"), and BRIDGE
CAPITAL INVESTORS II, a New York limited partnership ("Bridge"), confirm and
agree as follows:
1. AZI and Bridge are parties to the following documents:
a. Purchase Agreement dated as of July 6, 1989 as
amended by the Amendments defined below (the
"Purchase Agreement").
b. Warrant to purchase up to 115,000 shares of common
stock of AZI, dated as of July 6, 1989, in favor of
Bridge, as amended by the Amendments (the "Warrant").
c. AZI's ten percent (10%) Convertible Subordinated Note
due 1996 in the original principal amount of
$3,000,000 in favor of Bridge, as amended by the
Amendments (the "Note").
d. Amendment No. 1, dated as of March 30, 1990;
Amendment No. 2, dated as of March 28, 1991;
Amendment No. 3, dated as of April 8, 1992; Amendment
No. 4, dated as of September 2, 1992; Amendment No.
5, dated as of July 16, 1993; Amendment No. 6, dated
as of November 30, 1993; Amendment No. 7, dated as of
July 1, 1994; and Amendment No. 8, dated as of March
30, 1995 (collectively the "Amendments").
The Purchase Agreement, the Warrant, the Note and the Amendments are herein
collectively called the "Existing Agreements."
2. The outstanding principal balance of the Note is $1,162,083.00.
Bridge agrees to accept that amount, plus interest on that amount at the rate of
twelve percent (12%) per annum from October 1, 1995 through the date payment is
received (such principal and interest herein called the "Final Payment"), in
full payment and satisfaction of the Note, provided that the Final Payment is
received on or before November 28, 1995. By accepting the Final Payment as full
payment and satisfaction of the Note, Bridge waives all other amounts otherwise
due under the Note, including any penalty interest as a result of AZI utilizing
the four-month extension for the December 31, 1994 payment which was made on
April 30, 1995, and the four-month extension for the June 30, 1995 payment which
was made on October 31, 1995.
3. All existing warrant rights under the Warrant and/or the Purchase
Agreement have been exercised. Bridge waives all rights under the Purchase
Agreement and/or the Warrant to receive any additional warrants as a result of
the prepayment of the Note, provided that the Final Payment is received on or
before November 28, 1995.
4. Upon receipt by Bridge of the Final Payment as provided herein, the
parties shall have no further rights or obligations under the Existing
Agreements and Bridge shall (I) xxxx the Note "PAID" and immediately deliver the
original Note to AZI and (ii) xxxx the Warrant "CANCELED" and immediately
deliver the original Warrant to AZI.
5. The parties shall execute such additional documents and do such
other acts as may be reasonably necessary to fully implement the intent of this
Agreement.
6. This Agreement shall be governed by and construed according to the
laws of the State of Arizona.
7. This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their successors and assigns.
IN WITNESS WHEREOF, these presents are executed as of the date first
written above.
ARIZONA INSTRUMENT CORPORATION
By:_________________________________
Its__________________________________
BRIDGE CAPITAL INVESTORS II
By: Bridge Associates, General Partner
By:__________________________________
Its___________________________________
