EXHIBIT 4.02
SUBORDINATED DEBENTURE EXTENSION AGREEMENT
SUBORDINATED DEBENTURE EXTENSION AGREEMENT
1 Date of Agreement. The date of this Agreement is the ______ day of
______________, 1997.
2 Parties.
2.1 DYNASIL CORPORATION OF AMERICA ("Dynasil"), with offices at 000 Xxxxxx
Xxxx, Xxxx Xxxxxx, Xxx Xxxxxx, 00000; and
2.2 Debenture Holder, ("Holder") whose address is Holder Address.
3 Background.
3.1 On June 1, 1988, Dynasil issued a Ten Percent Subordinated Debenture in
the amount of $Debenture Amount (the "Debenture") to Holder registered as
Debenture# in the series of the Debenture.
3.2 Pursuant to the terms of the Debenture, it was to become due on June 1,
1998.
3.3 It is the purpose of this Agreement to extend the term of the Debenture
from June 1, 1998 to June 1, 2002, in consideration of the issuance to Holder of
warrants to purchase #Warrants shares of the common stock of Dynasil at an
exercise price of $3.00 per share, such warrants to have a term of April 15,
1997 to June 1, 2002.
4 Terms of the Debenture Extension.
4.1 Holder agrees that the Dynasil Corporation of America Ten Percent
Subordinated Debenture due June 1, 1998 registered as Debenture# in the name of
Debenture Holder, Holder Address, be and hereby is modified as follows:
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4.1.1 All references to the maturity date of the Debenture shall be
modified so that the maturity date of the Debenture shall be June 1, 2002.
4.1.2 As consideration for the extension of the maturity date of the
Debenture, Dynasil will issue to Holder warrants (in the form appended hereto as
Exhibit "A") to purchase #Warrants shares of the common stock of Dynasil at an
exercise price of $3.00 per share, such warrants to be effective April 15, 1997
and to expire on June 1, 2002.
4.2 Except to the extent that the modification of the maturity date of the
Debenture as changed pursuant to this Agreement, require a change in the dates
set forth in the body of the Debenture, all other terms and conditions of the
Debenture not specifically set forth herein shall remain the same.
5 Notices. All notices, requests, and demands given to or made upon the
parties hereto shall, except as otherwise specified herein, be in writing
and be delivered or mailed to any such party at the address of such party
set forth in Section 2 "Parties" above. Any party may, by notice hereunder
to the other party, designate a changed address for such party. Any notice,
if mailed properly addressed, postage prepaid, registered or certified
mail, shall be deemed dispatched on the registered date or that stamped on
the certified mail receipt, and shall be deemed received the fifth business
day thereafter, or when it is actually received, whichever is sooner. All
references to hours of the day shall mean the official time in effect on
the date in question in the State of New Jersey.
6 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns, and
legal representatives.
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7 Captions. Captions of the sections of this Agreement are for convenience
and reference only, and the words contained shall not be held to modify,
amplify, or aid in the interpretation of the provisions of this Agreement.
8 Situs. This Agreement shall be deemed to be an agreement made under the
laws of the State of New Jersey, and for all purposes it shall be construed
in accordance with and governed by the laws of the State of New Jersey.
9 Non-Waiver. No delay or failure by a party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall
constitute a waiver of that or any other right, unless otherwise expressly
provided herein.
10 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
11 Modification. This Agreement may not be and shall not be deemed or
construed to have been modified, amended, rescinded, canceled, or waived in
whole or in part, except by a written instrument signed by the parties
hereto.
12 Entire Agreement. This Agreement constitutes and expresses the entire
agreement and understanding between the parties hereto in reference to all
the matters referred to herein, and any previous discussions, promises,
representations, and understanding relative thereto are merged into the
terms of this Agreement and shall have no further force and effect.
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Executed by each party on the date appearing next to the following
respective signatures.
DYNASIL CORPORATION OF AMERICA
______________________________ ___________________________________
DATE By:
______________________________ ___________________________________
DATE Debenture Holder
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