STOCKHOLDERS AGREEMENT
dated July 10, 2000
among
LogiMetrics, Inc.
L-3 Communications Corporation
and
the Existing Holders named herein
TABLE OF CONTENTS
PAGE
ARTICLE I REPRESENTATIONS AND WARRANTIES.............................................................1
Section 1.1. Representations and Warranties of the Company.....................................1
Section 1.2. Representations and Warranties of Existing Holders................................1
ARTICLE II ACTIONS BY EXISTING HOLDERS................................................................2
Section 2.1. Amendment of Class A Debentures and Class B Debentures............................2
Section 2.2. Consent, Conversion of Securities and Waivers by Existing Holders.................3
Section 2.3. Warrants Held by Existing Holders.................................................5
ARTICLE III MANAGEMENT COVENANTS.......................................................................6
Section 3.1. Nomination and Election of Directors..............................................6
Section 3.2. Replacement of Directors..........................................................7
Section 3.3. Certain Covenants.................................................................8
Section 3.4. Committees of the Board...........................................................8
Section 3.5. Proxies...........................................................................8
Section 3.7. SEA Section 14(f) and Rule 14f-1..................................................8
ARTICLE IV TRANSFERS.................................................................................10
Section 4.1. Right of First Offer.............................................................10
Section 4.2. Legend...........................................................................11
ARTICLE V MISCELLANEOUS.............................................................................12
Section 5.1. Notices..........................................................................12
Section 5.2. Governing Law; Consent to Jurisdiction...........................................14
Section 5.3. Assignment; Successors and Assigns; No Third Party Rights........................14
Section 5.4. Counterparts.....................................................................14
Section 5.5. Titles and Headings..............................................................15
Section 5.6. Entire Agreement.................................................................15
Section 5.7. Severability.....................................................................15
Section 5.8. No Strict Construction...........................................................15
Section 5.9. Acknowledgement..................................................................15
Section 5.10. Effectiveness; Termination.......................................................15
Section 5.11. Amendments.......................................................................16
Section 5.12. Extension; Waiver................................................................16
Section 5.13. Enforcement......................................................................16
Section 5.14. Technology Transfer Option.......................................................17
Section 5.15. Legal Fees.......................................................................17
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LIST OF EXHIBITS
EXHIBIT A Form of the Employment Agreement
LIST OF SCHEDULES
Schedule 1.2(a) Existing Holder Securities
Schedule 2.3 Existing Holder Warrant Exchange
Schedule 5.1 CRM Related Persons
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STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated July 10, 2000 (this "Agreement"), among
LogiMetrics, Inc., a Delaware corporation (the "Company"), L-3 Communications
Corporation, a Delaware corporation (the "Purchaser"), and the other signatories
hereto (the "Existing Holders"). Capitalized and other defined terms used herein
and not otherwise defined herein shall have the respective meanings specified
the Purchase Agreement (defined below).
W I T N E S S E T H:
WHEREAS, the Purchaser has agreed to purchase shares of Common Stock of
the Company, par value $.01 per share (the "Common Stock"), pursuant to the
terms and conditions of the Purchase Agreement, dated as of even date herewith,
between the Company and the Purchaser (the "Purchase Agreement");
WHEREAS, in connection with the Closing, and as a condition required by
the Purchaser, the Existing Holders have or will have, immediately prior to the
Closing, converted all of the their convertible debt into Common Stock and taken
certain other actions as set forth herein which are required by the Purchase
Agreement;
WHEREAS, this Agreement is a condition (i) to the willingness of the
Purchaser to effect the Closing under the Purchase Agreement and to consummate
the transactions contemplated thereby, and (ii) to the willingness of the
Existing Holders to give their consents to the Purchase Agreement and to the
transactions contemplated thereby;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and intending to be legally bound, the parties hereto agree as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES
Section 1.1. Representations and Warranties of the Company. Each
representation and warranty made by the Company in the Purchase Agreement and
the other Transaction Documents, including, in any certificates delivered
pursuant thereto, in each case, to the extent limited as therein set forth and
by any schedules attached thereto, is herein incorporated by reference and made
a part hereof, and hereby reaffirmed and restated to and for the benefit of each
the other parties hereto, with the understanding that this Agreement is and
shall be deemed a Transaction Document.
Section 1.2. Representations and Warranties of Existing Holders. Each
of the Existing Holders represents and warrants to each of the other parties
hereto, as follows:
(a) Such Existing Holder owns and, subject to this Agreement, has the
complete and unrestricted power and the unqualified right to vote the Common
Stock and/or Convertible Securities, listed by class and number of shares of
Common Stock and/or Convertible Securities,
set forth in Schedule 1.2(a) opposite such Existing Holder's name (the "Existing
Holder Securities").
(b) Such Existing Holder has all requisite right, power and authority
and full legal capacity to enter into this Agreement, to carry out such Existing
Holder's respective obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by such
Existing Holder and the consummation of the transactions contemplated hereby
have been duly authorized by all necessary action on the part of such Existing
Holder, and no other actions (corporate or otherwise) on the part of such
Existing Holder or any other Person are necessary for such Existing Holder to
enter into this Agreement or to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by such Existing Holder and
constitutes a legal, valid and binding obligation of such Existing Holder
enforceable against such Existing Holder in accordance with its terms.
(c) The execution, delivery and performance of this Agreement by such
Existing Holder, and the consummation of the transactions contemplated hereby,
do not and will not (i) conflict with, or result in a breach of or default
under, any terms or conditions of the organizational documents of any such
Existing Holder that is an entity, (ii) violate any Applicable Law, (iii) result
in any breach of, or constitute a default (or event which with the giving of
notice or lapse of time, or both, would become a breach or a default) under, or
give to any other Person any right of termination, amendment, acceleration or
cancellation pursuant to, any material note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument to
which such Existing Holder is a party or by which any of such Existing Holder's
Common Stock or Convertible Securities or any of such Existing Holder's other
assets may be bound, or (iv) result in the creation of any Encumbrance on such
Existing Holder's Common Stock or Convertible Securities (other than the
Encumbrances created by this Agreement).
ARTICLE II
ACTIONS BY EXISTING HOLDERS
Section 2.1. Amendment of Class A Debentures and Class B Debentures.
(a) The Company represents and warrants to each of the other parties
hereto that the Existing Holders collectively constitute the "Majority Holders"
as defined in each of the Class A 13% Senior Subordinated Convertible
Pay-in-Kind Debentures due July 29, 1999 and the Amended and Restated Class B
13% Convertible Senior Subordinated Pay-in-Kind Debentures due July 29, 1999
(respectively, the "Class A Debentures" and the "Class B Debentures" and,
collectively, the "Debentures"). Each Existing Holder has the power and
authority to vote and give its consent (as herein voted and given) to amend the
Debentures pursuant to Section 9 of the Debentures.
(b) Pursuant to Section 9 of the Class A Debentures, the Existing
Holders and the Company hereby irrevocably and forever amend (and hereby vote
and give their consent to such amendment) each of the Class A Debentures to
delete and terminate in their entirety (i) Section 6(c)(xviii) of each of the
Class A Debentures, and (ii) any other provisions in respect of the Class
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A Debentures or any of the registration rights of each holder of the Class A
Debentures and the registration obligations of the Company relating to the
Common Stock issuable upon the conversion of any of the Class A Debentures.
(c) Pursuant to Section 9 of the Class B Debentures, the Existing
Holders and the Company hereby irrevocably and forever amend (and hereby vote
and give their consent to such amendment) each of the Class B Debentures to
delete and terminate in their entirety (i) Section 6(c)(xviii) of each of the
Class B Debentures, and (ii) any other provisions in respect of the Class B
Debentures or any of the registration rights of each holder of the Class B
Debentures and the registration obligations of the Company relating to the
Common Stock issuable upon the conversion of any of the Class B Debentures.
(d) The Existing Holders and the Company hereby irrevocably and forever
amend the Acknowledgment, Consent and Waiver, dated as of March 7, 2000, among
the Company and the other parties thereto (the "Acknowledgement, Consent and
Waiver") to delete and terminate in their entirety (i) Section 3 of the
Acknowledgment, Consent and Waiver and (ii) any other provision in respect of
the registration obligations of the Company and the registration rights of the
other parties thereunder.
(e) The amendments pursuant to Section 2.1(b), 2.1(c) and 2.1(d) shall
be effective immediately prior to the conversion of the Debentures held by the
Existing Holders pursuant to Section 2.2.
Section 2.2. Consent, Conversion of Securities and Waivers by Existing
Holders. In order to induce the Purchaser to execute and deliver the Purchase
Agreement and to consummate the transactions contemplated thereby, effective
immediately prior to the Closing, each Existing Holder hereby irrevocably and
forever:
(a) consents to the execution and delivery by the Company of the
Purchase Agreement and the other Transaction Documents, and to the consummation
of the transactions contemplated thereunder solely upon the terms and conditions
therein set forth;
(b) except as provided in Section 2.3, converts all Existing Holder
Securities consisting of Convertible Securities held by such holder into Common
Stock upon the terms of such securities, except that the Class A Debentures
shall be converted at the modified conversion price of $0.3451 per share
(instead of the existing conversion price of approximately $0.4167); e.g., the
holder of a Class A Debenture in the principal amount of $42,586 will receive
123,402 shares of Common Stock upon conversion (instead of 102,207 shares of
Common Stock);
(c) extends the maturity date of the outstanding principal amount of
the Legacy Group I Loans (as defined in the Acknowledgement, Consent and Waiver)
made by such holder, if any, to the earlier of (i) the fifth day following the
consummation of a Public Offering and (ii) June 30, 2001, provided that (A) all
accrued and unpaid interest and fees under and expenses related to the Legacy
Group I Loans (as defined in the Acknowledgement, Consent and Waiver) shall have
been paid in full at Closing with the Proceeds (it being understood and agreed
by the parties hereto that execution and delivery of this Agreement by each
Existing Holder constitutes acknowledgment by such Existing Holder that payment
of the amounts set forth in the
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Disbursement Letter in accordance with the instructions set forth therein
constitutes full payment of such accrued and unpaid interest, fees and expenses
owing to such Existing Holder), and (B) all of the Legacy Group II Loans (as
defined in the Acknowledgement, Consent and Waiver) shall have been paid in
full, together with all accrued and unpaid interest and fees thereon and
expenses related thereto, at Closing with the Proceeds (it being understood
and agreed by the parties hereto that execution and delivery of this Agreement
by each Existing Holder constitutes acknowledgment by such Existing Holder that
payment of the amounts set forth in the Disbursement Letter in accordance with
the instructions set forth therein constitutes full payment of such Legacy Group
II Loans and full payment of such accrued and unpaid interest, fees and expenses
owing to such Existing Holder);
(d) waives any anti-dilution or similar rights to which such Existing
Holder may be entitled in respect of any Existing Holder Securities owned by
such Existing Holder, whether beneficially or of record, as a result of the
Purchase Agreement or any Transaction Documents or any transaction contemplated
by the Purchase Agreement or any of the Transaction Documents, including,
without limitation, the purchase of Common Stock by the Purchaser pursuant to
the Purchase Agreement or by an investment bank or banks as contemplated by
Section 5.1 of the Purchase Agreement;
(e) waives the right to exercise any anti-dilution or other similar
right to which the Existing Holder may be entitled in respect of any securities
owned by such holder, whether beneficially or of record, as a result of any
previous transactions in which such a right may have arisen;
(f) agrees that each of the Stockholder Agreement, dated as of July 29,
1997, by and among the Company and the other parties thereto and Section 5.1 of
the Unit Purchase Agreement, dated as of March 7, 1996, by and between the
Company and Cerberus Partners L.P. is terminated upon the execution and delivery
of the Purchase Agreement by the respective parties thereto and shall be of no
further force and effect thereafter (it being understood and agreed that the
Company also hereby irrevocably and forever agrees that such Stockholder
Agreement, dated as of July 29, 1997, is so terminated and shall be of no
further force and effect thereafter);
(g) waives application of any provision of any agreement or instrument
to which the Company or any of its Subsidiaries (as defined in the Purchase
Agreement) is a party or by which any of their respective assets is bound, that
conflicts with any provision of any Transaction Document;
(h) consents to the execution, delivery and performance of the
Transaction Documents and the consummation of the transactions contemplated
thereby; and
(i) waives any default, event of default or "Event of Default" of or
under any agreement or instrument to which such Existing Holder and the Company
or any of the Company's Subsidiaries is a party or by which any of their
respective properties are bound.
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Section 2.3. Warrants Held by Existing Holders.
(a) Effective immediately prior to the Closing, the Existing Holders
have irrevocably and forever exchanged any and all Existing Holder Securities
consisting of warrants for Common Stock held by such Existing Holder, if any
("Existing Holder Warrants") for shares of Common Stock of the Company on the
terms set forth on Schedule 2.3 (the "Existing Holder Warrant Exchange").
(b) The Company represents and warrants to the other parties hereto
that (i) the Existing Holder Warrant Exchange has been approved by all requisite
corporate action on the part of the Company and hereby confirms, ratifies and
agrees with the Existing Holder Warrant Exchange, and (ii) neither the Existing
Holder Warrant Exchange nor any of the transactions contemplated thereby
requires registration under the provisions of the Securities Act or any
applicable state securities or "blue sky" laws.
(c) Each Existing Holder that has participated in the Existing Holder
Warrant Exchange hereby represents and warrants to the other parties hereto as
follows:
(i) Such Existing Holder hereby confirms, ratifies and agrees with the
Existing Holder Warrant Exchange with respect to itself or himself.
(ii) Such Existing Holder has received copies of the SEC Documents and
has reviewed therein the discussion of risk factors relating to the Company. In
addition, such Existing Holder has had an opportunity to ask questions of and
receive answers from representatives of the Company concerning the business of
the Company, its condition and prospects (financial and other) and the terms and
conditions of the Existing Holder Warrant Exchange.
(iii) Such Existing Holder is an "Accredited Investor" as such term is
defined in Rule 501 of the rules and regulations of the Commission promulgated
under the Securities Act.
(iv) Such Existing Holder has acquired the Common Stock issued to it or
him in connection with the Existing Holder Warrant Exchange (the "Exchange
Shares") for its own account for investment only and not for or with a present
view to resale or distribution other than in transactions that are in compliance
with the Securities Act and applicable state securities laws. Such Existing
Holder has not entered into any contract, undertaking, agreement or arrangement
with any Person to sell, transfer or pledge to such Person or anyone else any of
the Exchange Shares, and such Existing Holder has no present plans or intentions
to enter into any such contract, undertaking, agreement or arrangement.
(v) Such Existing Holder has the financial ability to bear the economic
risk of losing its entire investment in the Exchange Shares, is prepared to bear
the economic risk of its investment therein for an indefinite time and can
afford to sustain a complete loss of its investment therein.
(vi) Such Existing Holder understands that the Exchange Shares
constitute restricted securities within the meaning of Rule 144 promulgated
under the Securities Act, and that none of the Exchange Shares or any interest
therein may be sold or otherwise transferred except pursuant to an effective
registration statement under the Securities Act or in a transaction exempt from
registration under the Securities Act, and understands the meaning and effect of
such restriction.
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(vii) Such Existing Holder acknowledges that the Exchange Shares may
not be transferred, and the Company shall not be required to register any
transfer thereof on the books of the Company, unless such transfer is made
pursuant to an effective registration statement, in compliance with Rule 144, or
pursuant to another exemption under the Securities Act; provided, however, that
the Company shall not be required to register any transfer if any securities are
offered or sold otherwise than pursuant to an effective registration statement
or pursuant to Rule 144 unless the Company shall have received an opinion of
counsel to such Existing Holder, reasonably satisfactory to the Company, that
such transfer does not require registration under the Securities Act or
applicable state securities laws.
(viii) No Person is or will be entitled to a broker's, finder's,
investment banker's, financial adviser's or similar fee from such Existing
Holder in connection with the Existing Holder Warrant Exchange or any of the
transactions contemplated hereby.
ARTICLE III
MANAGEMENT COVENANTS
Section 3.1. Nomination and Election of Directors.
(a) The Board has set the number of directors at three (to be increased
to seven immediately after SEA Section 14(f) and Rule 14f-1 are complied with)
and, the parties hereto agree to exercise their best efforts to ensure that the
composition of the Board shall be determined as follows:
(i) the Purchaser shall have the right to select and nominate,
from time to time, a number of individuals equal to the excess of
seven over the number of Non-Purchaser Directors that the Existing
Holders are entitled to select and nominate pursuant to clause (ii)
below (the "Purchaser Directors"), among whom shall include the
Chairman of the Board, so long as the Purchaser continues to be the
owner of at least 25% of the outstanding Common Stock on a Fully
Diluted Basis; provided, however, that, until such time as Section
14(f) of the Securities Exchange Act of 1934, as amended ("SEA Section
14(f)") and Rule 14f-1 promulgated thereunder ("Rule 14f-1") are
complied with by the Company, none of the Purchaser Directors shall
take office;
(ii) the Existing Holders shall have the right to select and
nominate by a Majority Vote of the Existing Holders, from time to
time, (A) three individuals, so long as the Existing Holders continue
to be the beneficial owners of at least 15% of the outstanding Common
Stock on a Fully Diluted Basis, or (B) two individuals, so long as the
Existing Holders continue to be the owners of at least 10% of the
outstanding Common Stock on a Fully Diluted Basis;
(iii) upon selection and nomination of any Purchaser Directors
pursuant to clause (i) above, the Purchaser shall provide each of the
Company and the Existing Holders with a notice signed by the Purchaser
indicating such selected and nominated Purchaser Directors;
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(iv) upon selection and nomination of the directors pursuant to
clause (ii) above (the "Non-Purchaser Directors"), the designated
representative of the Existing Holders shall provide each of the
Company and the Purchaser with a notice signed by those Existing
Holders who have provided the Majority Vote of the Existing Holders
indicating such selected and nominated Non-Purchaser Directors; the
initial designated representative of the Existing Holders shall be
Xxxxxx X. Xxxxxxx, III; the designated representative of the Existing
Holders may be changed from time to time upon notice to the Company
and the Purchaser signed by those Existing Holders who have provided
the Majority Vote of the Existing Holders;
(v) so long as the Purchaser is entitled to select and nominate
Purchaser Directors pursuant to clause (i) above, the Purchaser shall
at all times have the right, exercisable by the Purchaser in its sole
discretion, to remove, with or without cause, one or more of the
Purchaser Directors, and to replace such removed directors. If
necessary to effect such removal, each of the Existing Holders shall
vote for such removal at a meeting of the stockholders or shall
execute a written consent to such effect without a meeting and
consents to the prompt holding of a special meeting for that purpose;
and
(vi) so long as the Existing Holders are entitled to select and
nominate the Non-Purchaser Directors pursuant to clause (ii) above,
the Existing Holders shall at all times have the right, exercisable by
a Majority Vote of the Existing Holders in their sole discretion, to
remove, with or without cause, one or more of the Non-Purchaser
Directors. If necessary to effect such removal, the Purchaser shall
vote for such removal at a meeting of the stockholders or shall
execute a written consent to such effect without a meeting and
consents to the prompt holding of a special meeting for that purpose.
(b) The Board has elected, effective upon the Closing having occurred,
as the members of the Board the following three individuals as the initial
Non-Purchaser Directors: Xxxx-Xxxxxxxx Xxxxxxxx, Xxxx Xxxxxxx and Xxxxxx Xxxxxx.
(c) Immediately after SEA Section 14(f) and Rule 14f-1 are complied
with, the parties hereto will cause the following four individuals to be elected
to the Board as the initial Purchaser Directors: Xxxxx Xxxxx, Xxxxxx XxXxxxx,
Xxxxxxxxxxx X. Xxxxxxx and Xxxx Mega.
(d) The execution and delivery of this Agreement by the parties hereto
shall be deemed to satisfy the notice requirements under Section 3.1(a)(iii) and
Section 3.1(a)(iv).
(e) As used herein, the "Majority Vote of Existing Holders", at any
time, means the written action or approval of the Existing Holders that hold a
majority of the Common Stock Equivalents then held by all Existing Holders.
(f) As used herein, "Common Stock Equivalents" means, with respect to
any holder of the Company's securities, the number of shares of Common Stock
owned by such holder and the number of shares of Common Stock into or for which
any Convertible Securities owned by such holder shall be convertible,
exchangeable or exercisable as of the date of determination thereof.
Section 3.2. Replacement of Directors. In the event of the death,
resignation or removal of a Purchaser Director, the Company shall use its best
efforts to, and the Existing
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Holders shall cause the Non-Purchaser Directors to, elect a person designated by
the remaining Purchaser Directors as the successor to such Purchaser Director.
In the event of the death, resignation or removal of a Non-Purchaser Director,
the Company shall use its best efforts to, and the Purchaser shall cause the
Purchaser Directors to, elect a person designated by the remaining Non-Purchaser
Directors as the successor to such Non-Purchaser Director.
Section 3.3. Certain Covenants. Each of the Purchaser and the Existing
Holders shall vote, in person or by proxy, all shares of Common Stock over which
such party may have or share voting power, at any annual or special meeting of
stockholders of the Company called for the purpose of voting on the election of
directors, or to execute written consents of stockholders without a meeting with
respect to the election of directors, to vote in favor of the election of each
director selected and nominated in accordance with Section 3.1 and against any
other nominees and to take all other necessary and appropriate actions within
such party's control to cause such events to occur. The Company shall use its
best efforts to cause persons to be so nominated, elected or removed, as the
case may be, in accordance with the applicable provisions of this Agreement.
Each of the Purchaser and the Existing Holders shall vote all shares of Common
Stock over which such party may have or share voting power and shall take all
other actions within such party's control necessary and appropriate (including
removing any director) to ensure that the Company's certificate of incorporation
and by-laws do not at any time conflict with the provisions of this Agreement
and shall not vote to approve (or consent to the approval of) any amendment to
the Company's certificate of incorporation or by-laws which would be
inconsistent with this Agreement.
Section 3.4. Committees of the Board. If one or more committees of the
Board are in existence, such committees shall be constituted to include at least
one Non-Purchaser Director.
Section 3.5. Proxies. Neither the Purchaser nor any Existing Holder
shall give any proxy or power of attorney to any Person in respect of Common
Stock Equivalents owned by the Purchaser or any Existing Holder that permits the
holder thereof to vote in his discretion on any matter that may be submitted to
the Company's stockholders for their consideration and approval, unless such
proxy or power of attorney is made subject to and is exercised in conformity
with the provisions of this Agreement.
Section 3.6. Executive Officers. The Company shall have entered into an
employment agreement in substantially the form of Exhibit A attached hereto with
each of Xxxxxx Xxxxxx and Xxxxxxx Brand (collectively, the "Employment
Agreements"). Subject to the terms and conditions of the Employment Agreements,
each of Xxxxxx Xxxxxx and Xxxxxxx Brand shall serve at the pleasure of the
Board, and the Board shall have the absolute right, in its sole discretion, to
remove and appoint officers, with or without cause, subject to all Applicable
Laws.
Section 3.7. SEA Section 14(f) and Rule 14f-1.
(a) The Company shall promptly comply with SEA Section 14(f) and Rule
14f-1 in connection with the Transaction Documents.
(b) From and after the Closing, until such time as SEA Section 14(f)
and Rule 14f-1 are complied with in connection with the Transaction Documents,
the Company will operate (and
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will cause its Subsidiaries to operate) the business of the Company and its
Subsidiaries in the ordinary course consistent with past practice. Without
limiting the generality of the foregoing, except to the extent expressly
permitted or contemplated by the Transaction Documents, the Company will not
take (and will cause its Subsidiaries not to take) any of the following actions
without the prior written consent of the Purchaser:
(i) grant (or commit to grant) any increase in the compensation
(including incentive or bonus compensation) of any employee of the
Company or institute, adopt or amend (or commit to institute, adopt or
amend) any compensation or benefit plan, policy, program or
arrangement or collective bargaining agreement applicable to any
employee of the Company;
(ii) enter into any new employment agreement or collective
bargaining agreement or commitment (including any commitment to pay
retirement or other benefits) to or with any of the employees of the
Company;
(iii) except as contemplated by the Letter of Intent, dated
February 17, 2000, between the Company and Signal Technology
Corporation and the other agreements previously entered into in
connection therewith, sell, assign, license, dispose of, or transfer
any of the assets of the Company having a fair market value of at
least $10,000 individually or $50,000 in the aggregate other than
sales of Inventories in the ordinary course of business consistent (in
kind and amount) with past practice, or incur any liabilities or
obligations (including liabilities with respect to indebtedness,
capital leases or guarantees thereof) in excess of $50,000
individually or in the aggregate;
(iv) (A) enter into or terminate any lease of real estate, (B)
create any Encumbrances on any of the assets of the Company except for
Permitted Encumbrances, or (C) make any modifications of or changes in
or terminate any existing Contract other than as may be required to
consummate the transactions contemplated by the Transaction Documents;
(v) make any capital expenditure or capital expenditure
commitment (other than in an emergency) in excess of $50,000 in the
aggregate;
(vi) repay or prepay any liability or obligation prior to its
stated maturity;
(vii) make, give or grant any bid or proposal, or any customer
option relating to any Contract (A) involving an amount in excess of
$50,000 (or amend, supplement or terminate any existing bid or
proposal, or any existing customer option relating to any Contract,
involving an amount in excess of $50,000), (B) involving a loss to the
Company, or (C) not in the ordinary course of business, consistent
with past practice;
(viii) declare, authorize, make or pay any dividend or
distribution on any securities of the Company or any of its
Subsidiaries;
(ix) issue (or commit to issue) any capital stock or Convertible
Securities of the Company or any of its Subsidiaries except for shares
of Common Stock issuable upon (A) upon the conversion of Convertible
Securities outstanding prior to the date hereof,
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(B) upon the exercise of unissued stock options under the Plan, or (C)
as contemplated by Sections 4.2 and 4.3 of the Purchase Agreement;
(x) amend the certificate of incorporation or by-laws of the
Company or any of its Subsidiaries;
(xi) take any action or omit to take any action that would cause
any of the representations or warranties of the Company contained in
any of the Transaction Documents not to be true and correct at any
time between the date hereof and such time as SEA Section 14(f) and
Rule 14f-1 are complied with in connection with the Transaction
Documents; and
(xii) agree to take any of the actions referred to in clauses (i)
through (xi) above.
(c) Notwithstanding any provisions in this Agreement or any other
Transaction Document, until such time as SEA Section 14(f) and Rule 14f-1 are
complied with in connection with the Transaction Documents and the Purchaser
Directors have taken office as directors, none of the Proceeds in excess of
$5,000 may be transferred from the Company to a third party without the prior
written consent of the Purchaser.
(d) Each of the Existing Holders will use such Existing Holder's
reasonable best efforts to take all actions within such Existing Holder's
control to cause the Company and its Subsidiaries to comply with Section 3.7(b).
ARTICLE IV
TRANSFERS
Section 4.1. Right of First Offer.
(a) At such time as the Purchaser ceases to be the owner of at least
25% of the Common Stock on a Fully Diluted Basis, then the provisions of this
Section 4.1 shall cease to have any further force and effect.
(b) If at any time and from time to time after the Closing one or more
of the Existing Holders holding or having the power to Transfer 10% or more of
the Common Stock Equivalents (collectively, the "Major Selling Stockholder")
wishes to Transfer in a single transaction or a series of related transactions
all or any part of such Major Selling Stockholder's Convertible Securities or
Common Stock (or any interest therein) (i) representing 10% or more of the
Common Stock Equivalents to any Person (excluding normal market transactions
where the Major Selling Stockholder does not know the identity of the purchaser
in any such normal market transaction), or (ii) representing a percentage of the
Common Stock Equivalents which (to the actual knowledge of Major Selling
Stockholder), together with the holdings of Common Stock Equivalents by a Person
to which the Transfer is proposed to be made, would result in such Person owning
10% or more of the Common Stock Equivalents after giving effect to the Transfer
(in either case, the "Offered Stock"), then such Major Selling Stockholder
shall, prior to consummating any such desired Transfer, give a written notice to
the Purchaser (at the addresses for Offer Notices set forth in Section 5.1),
which notice shall include the proposed offer price per
10
Common Stock Equivalent being offered (the "Offer Price"), the payment terms and
the telecopy number to which any Reply Notice is to be sent (an "Offer Notice").
(c) The Purchaser shall have the right to purchase, at the Offer Price
and on all the other terms and conditions set forth in the Offer Notice, all
(but not less than all) the Offered Stock pursuant to this Section 4.1.
(d) The Purchaser shall be irrevocably deemed to have rejected the
offer contained in the Offer Notice unless the Purchaser provides the Major
Selling Stockholder with written notice of acceptance of such offer by telecopy
to the person that sent the Offer Notice at the telecopy number specified in the
Offer Notice to which any Reply Notice is to be sent (a "Reply Notice") within
one business day after the Offer Notice is deemed to be given by the Major
Selling Stockholder pursuant to the provisions hereof. A Reply Notice shall
constitute an irrevocable agreement by the Purchaser to purchase all, but not
less than all, of the Offered Stock on the terms specified in the Offer Notice.
No later than one business day after the Reply Notice is given, the Purchaser
shall deliver a certified check or checks in the amount of the aggregate Offer
Price to the Major Selling Stockholder against delivery of duly endorsed
certificates representing the Offered Stock to be purchased. Such Offered Stock
shall be delivered free and clear of all Encumbrances other than those imposed
by this Agreement and excluding any registration requirements imposed by the
Securities Act and applicable state securities or blue sky laws.
(e) If the Purchaser does not elect to purchase all the Offered Stock,
the Major Selling Stockholder shall have the right to Transfer all or a portion
of the Offered Stock within 90 days after the Offer Notice is received by the
Major Selling Stockholder at a price not lower than 90% of the Offer Price, and
on terms and conditions (with the exception of price) no more favorable to the
transferee(s) than those contained in the Offer Notice; provided, however, if
the Major Selling Stockholder does not Transfer all the Offered Stock within
such 90-day period, the Purchaser's rights with respect to any of the remaining
Offered Stock and the procedures under this Section 4.1 shall recommence in
their entirety; provided further, however, nothing stated in this Section 4.1 or
elsewhere in this Agreement shall limit in any way the right of such Major
Selling Stockholder or any other Existing Holder to Transfer at any time any of
such party's Common Stock or Common Stock Equivalents, including any Offered
Stock to which this Section 4.1(e) applies in a transaction not subject to
Section 4.1(b).
Section 4.2. Legend. Each of the Purchaser and the Existing Holders
acknowledges that all the certificates now or hereafter representing any Common
Stock or Common Stock Equivalents held by such Person shall, to the extent
required by applicable law or regulation, be stamped or otherwise imprinted with
the following (or a substantially similar) legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED
WITHOUT SUCH REGISTRATION UNLESS AN EXEMPTION UNDER SUCH ACT OR LAWS
IS AVAILABLE.
11
Any such legend shall be removed upon either (a) registration under the
Securities Act of the securities represented by the certificate(s) in question,
or (b) receipt of a legal opinion reasonably satisfactory to the Company to the
effect that such legend is not required by the Securities Act to be placed on
the certificate(s) in question.
ARTICLE V
MISCELLANEOUS
Section 5.1. Notices. (a) Subject to the provisions of Section 4.1
applicable to an Offer Notice and a Reply Notice, which provisions shall
supersede any conflicting provision of this Article V, all notices, requests,
claims, demands, approvals, consents, waivers and other communications hereunder
(each a "Notice") shall be in writing and shall be delivered by hand, delivered
by courier, deposited in the mail (registered or certified mail, postage
prepaid, return receipt requested), or sent by facsimile transmission upon
receipt of a confirmed transmission report, as follows:
If to the Company: LogiMetrics, Inc.
00 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: President
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.
12
If to the Purchaser (except, in the case of L-3 Communications Corporation
any Offer Notice) Xxxxx Microwave
000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxx X. 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.
If to the Purchaser (in the case of any Offer L-3 Communications Corporation
Notice) 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxx X. XxXxxxx
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.
If to Xxxxxx Xxxxxxxxx XxXxxxx, Inc., or any of the Existing Holders listed on
Schedule 5.1 (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:
13
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.
Any party hereto, by Notice given to the other party hereto in accordance with
this Section 5.1, may change the address or facsimile transmission number to
which such Notices are to be sent to such party. All Notices shall be deemed
effective and given upon confirmed receipt or refusal of receipt.
Section 5.2. Governing Law; Consent to Jurisdiction. This Agreement
shall be governed by, and construed in accordance with, the internal laws of the
State of New York, without reference to the choice of law principles thereof.
Each of the parties hereto irrevocably submits to the exclusive jurisdiction of
the courts of the State of New York and the United States District Court for the
Southern District of New York for the purpose of any suit, action, proceeding or
judgment relating to or arising out of this Agreement and the transactions
contemplated hereby. Service of process in connection with any such suit, action
or proceeding may be served on each party hereto anywhere in the world by the
same methods as are specified for the giving of notices under this Agreement.
Each of the parties hereto irrevocably consents to the jurisdiction of any such
court in any such suit, action or proceeding and to the laying of venue in such
court. Each party hereto irrevocably waives any objection to the laying of venue
of any such suit, action or proceeding brought in such court and irrevocably
waives any claim that any such suit, and action or proceeding brought in any
such court has been brought in an inconvenient forum.
Section 5.3. Assignment; Successors and Assigns; No Third Party Rights.
This Agreement may not be assigned by the Company, the Purchaser or any Existing
Holder, except to any of its controlled Affiliates (provided that such
controlled Affiliate continues to remain at all times thereafter a controlled
Affiliate of the assigning party) or to any successor-in-interest to
substantially all of its business. In the event of any permitted assignment of
this Agreement, the assigning party shall not be released from such party's
obligations hereunder. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, permitted assigns
and legal representatives. This Agreement shall be for the sole benefit of the
parties to this Agreement and their respective successors, permitted assigns and
legal representatives and is not intended, nor shall be construed, to give any
Person, other than the parties hereto and their respective successors, permitted
assigns and legal representatives, any legal or equitable right, remedy or claim
hereunder.
Section 5.4. Counterparts. This Agreement may be executed (including by
facsimile transmission) with counterpart signature pages or in multiple
counterparts, each of which shall be deemed an original agreement, but all of
which together shall constitute one and the same instrument.
14
Section 5.5. Titles and Headings. The titles and headings in this
Agreement are for reference purposes only, and shall not in any way affect the
meaning or interpretation of this Agreement.
Section 5.6. Entire Agreement. This Agreement constitutes the entire
agreement and understanding between the parties with respect to the matters
covered hereby and supersedes all previous written, oral or implied agreements
or understandings between them with respect to such matters.
Section 5.7. Severability. The invalidity of any portion hereof shall
not affect the validity, force or effect of the remaining portions hereof. If it
is ever held that any restriction hereunder is too broad to permit enforcement
of such restriction to its fullest extent, such restriction shall be enforced to
the maximum extent permitted by law.
Section 5.8. No Strict Construction. Each of the parties hereto
acknowledges that this Agreement has been prepared jointly by the parties
hereto, and shall not be strictly construed against either party.
Section 5.9. Acknowledgement. Each of the parties hereto acknowledges
that the representations and warranties contained in this Agreement and in any
document or instrument delivered to such party pursuant hereto or in connection
herewith shall not be deemed waived or otherwise affected by any investigation
by another party hereto, or such party's officers, directors, employees,
counsel, accountants, advisors, representatives and agents.
Section 5.10. Effectiveness; Termination.
(a) This Agreement shall become effective only upon the Closing, and
shall terminate upon the earliest to occur of (i) the consummation of the Public
Offering, (ii) with respect to Purchaser or any Existing Holder, when such party
shall have irrevocably Transferred all of such party's interests in the Common
Stock and Convertible Securities of the Company to one or more Person(s) that
are not Affiliates of the Purchaser or such Existing Holder, as the case may be,
(iii) the consummation of a Company Sale, to the extent approved by a Special
Director Majority or a Special Stockholder Majority in accordance with Section
4.4 of the Purchase Agreement, and (iv) the written mutual consent of the
Purchaser and such of the Existing Holders as would then be collectively
entitled to cast the Majority Vote of Existing Holders.
(b) For purposes of this Section 5.10, the term "Company Sale" shall
mean any of (i) a Transfer of all or substantially all of the assets of the
Company to any Person, or group of related Persons, other than to a wholly owned
Subsidiary of the Company, in one transaction or a series of related
transactions, (ii) a merger, consolidation, recapitalization, share exchange or
reorganization of the Company in which the holders of voting stock of the
Company immediately prior thereto will not own at least 50% of the voting shares
of the continuing or surviving entity (whether or not the Company) immediately
thereafter, (iii) the sale or other disposition of voting stock of the Company
representing 50% or more of the total voting power of the Company's outstanding
capital stock (including Common Stock Equivalents) in one transaction or a
series of related transactions to any Person, or group of related Persons, other
than a Stockholder or any of its Affiliates, (iv) the issuance of additional
shares of voting stock
15
(including, but not limited to, the issuance of rights to purchase shares of
voting stock), if, as a result thereof, any Person, or group of related Persons,
other than the Purchaser and/ or any of its Affiliates, would beneficially own
50% or more of the total voting power of the Company's outstanding capital stock
in one transaction or a series of related transactions, (v) the formation of any
form of partnership, joint venture, association or other business organization
or strategic alliance, in which the Company would participate if, as a result
thereof, all or substantially all of the assets of the Company would be
Transferred to any Person not wholly owned by the Company or one or more wholly
owned Subsidiaries of the Company, and (vi) to the extent not otherwise referred
to in clauses (i) through (v) of this Section 5.10, any event referred to in
clauses (A) or (B) of Section 4.4(a) of the Purchase Agreement.
Section 5.11. Amendments. This Agreement may not be amended or modified
except by an instrument in writing signed on behalf of the Company, the
Purchaser and such of the Existing Holders as would then be collectively
entitled to cast the Majority Vote of Existing Holders.
Section 5.12. Extension; Waiver. Subject to the limitations of Section
4.4 of the Purchase Agreement, any party hereto may (a) extend the time for
performance of any of the obligations or other acts of any of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties of any
of the other parties hereto contained herein or in any document delivered
pursuant hereto, and (c) waive compliance with any of the agreements of any of
the other parties hereto or satisfaction of any of the conditions to such
party's obligations contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in an
instrument in writing signed on behalf of such party. The failure of a party
hereto to assert any of such party's rights hereunder shall not constitute a
waiver of such rights.
Section 5.13. Enforcement.
(a) Each party hereto acknowledges that it would be impossible to
determine the amount of damages that would result from any breach of any of the
provisions of this Agreement, that the remedy at law for any breach, or
threatened breach, of any of such provisions would likely be inadequate and,
accordingly, each other party shall, in addition to any other rights or remedies
which such party may have, be entitled to obtain such equitable and injunctive
relief as may be available from any court of competent jurisdiction to compel
specific performance of, or restrain any party from violating, any of such
provisions. In connection with any action or proceeding for injunctive relief,
each party hereto hereby waives the claim or defense that a remedy at law alone
is adequate and, to the maximum extent permitted by law, consents to have each
provision of this Agreement specifically enforced against such party, without
the necessity of posting bond or other security against such party, and consents
to the entry of injunctive relief against such party enjoining or restraining
any breach or threatened breach of such provisions of this Agreement.
(b) If any party hereto 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 costs and expenses
(including attorneys' fees and expert witness fees and expenses) incurred by the
prevailing party in connection therewith.
16
(c) The Non-Purchaser Directors shall have the right to enforce the
covenants of the Purchaser contained in this Agreement and the other Transaction
Documents on behalf of the Company.
(d) Notwithstanding anything to the contrary contained in this
Agreement or the Purchase Agreement or as otherwise elsewhere provided, the
Existing Holders shall have the right to enforce Section 4.4 of the Purchase
Agreement on behalf of the Company if the Non-Purchaser Directors fail so to
enforce such Section 4.4; provided, however, this right to enforce such Section
4.4 under this Section 5.13(d) shall exist only so long as the Existing Holders
continue to be the owners of at least 10% of the outstanding Common Stock on a
Fully Diluted Basis.
Section 5.14. Technology Transfer Option. Notwithstanding Section
1.6(a) of the Purchase Agreement, until the exercise of the Technology Option
pursuant to Section 1.6(a) of the Purchase Agreement, the Company and the
Existing Holders acknowledge and agree that the Purchaser may conduct its
business and utilize the Technology in any manner as the Purchaser sees fit and
at any time and from time to time may sell, transfer, license, lease, create
Encumbrances on or otherwise dispose of any (each a "Disposition") of the
Technology as it sees fit in the ordinary course of its business (it being
understood and agreed that upon the occurrence of any Disposition, the
Technology subject to such Disposition thereafter will no longer be subject to
the Technology Option).
Section 5.15. Legal Fees. Each party shall bear their own legal fees
and expenses in connection with the negotiation, execution and delivery of this
Agreement, any other Transaction Document and any ancillary documents thereto.
Notwithstanding the foregoing, the Company agrees to pay the legal fees and
expenses incurred by Xxxxxx Xxxxxxxxx XxXxxxx, LLC ("CRM, LLC") not to exceed
$115,000. Each Existing Holder hereby irrevocably and forever waives any right
under any document that obligates the Company to pay any legal fees or expenses
incurred by such Existing Holder (or to reimburse such Existing Holder for any
such legal fees or expenses), except to the extent set forth in the next
preceding sentence.
[Signature Pages Follow]
17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year 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: Director
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
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
Chief Operating Officer
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
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
S-4
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
EURYCLEIA PARTNERS, L.P.
By: Marchessini & Company,
Its General Partner
By:/s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
S-5
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
EXHIBIT A
FORM OF THE EMPLOYMENT AGREEMENT
SCHEDULE 1.2(a)
EXISTING HOLDER SECURITIES
SCHEDULE 5.1
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
