EXHIBIT 10.5
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of July 29, 1997, by and among
LogiMetrics, Inc., a Delaware corporation (the "Company"), Xxxxxxx X. Brand
("Brand"), and the other individuals and entities listed on the signature pages
hereto (the "Purchasers" and, collectively with Brand and each other Person who,
in accordance with the terms hereof, shall become a party to or be bound by the
terms of this Agreement after the date hereof, the "Stockholders").
W I T N E S S E T H:
WHEREAS, Brand currently is the beneficial owner of 19,387,800 shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock"); and
WHEREAS, the Purchasers beneficially own an aggregate of 700,000 shares of
Common Stock; and
WHEREAS, pursuant to the terms of a Purchase Agreement, dated as of even
date herewith (the "Purchase Agreement"), by and among the Company and the
Purchasers, the Purchasers have acquired or will shortly acquire beneficial
ownership of an additional 15,600,000 shares of Common Stock in the aggregate;
and
WHEREAS, under the terms of the Purchase Agreement, the Purchasers have the
right to acquire beneficial ownership of an additional 4,500,000 shares of
Common Stock; and
WHEREAS, the Company and the Stockholders desire to make provision with
respect to (i) the ownership, transfer or other disposition of their equity
interests in the Company, and (ii) the management of the affairs of the Company;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound, the parties hereby agree as follows:
ARTICLE I
Certain Definitions
Section 1.1 Certain Definitions. As used in this Agreement, the following
terms have the respective meanings set forth below.
"Affiliate" means, with respect to any Person, any other Person who
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such Person. The term "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and the terms
"controlled" and
"controlling" have meanings correlative thereto. Any Relative of an individual
shall be deemed to be an Affiliate of such individual for purposes hereof.
"Beneficial owner" (and, with correlative meanings, "beneficially own" and
"beneficial ownership") of any interest means a Person who, together with his,
her or its Affiliates, is or may be deemed a beneficial owner of such interest
for purposes of Rule 13d-3 or 13d-5 under the Securities Exchange Act of 1934,
as amended, or who, together with his, her or its Affiliates, has the right to
become such a beneficial owner of such interest (whether such right is
exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding, or upon the exercise, conversion or
exchange of any warrant, right or other instrument, or otherwise.
"Board" means the Board of Directors of the Company in office at the
applicable time, as elected in accordance with the provisions of this Agreement.
"Company Sale" means any of (i) a Transfer or other disposition of all or
substantially all of the assets of the Company to any Person, or group of
related Persons, other than an Affiliate 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 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
(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 a Stockholder 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, or (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.
"Contract" means any written or oral agreement, contract, arrangement or
instrument.
"Person" means an individual, partnership, corporation, joint stock
company, unincorporated organization or association, trust or joint venture, or
a governmental agency or political subdivision thereof.
"Purchaser Group" means, collectively, the Purchasers and all Purchaser
Transferees (as defined in Section 2.1(f)).
"Relative" means, with respect to any Stockholder, the spouse of such
Stockholder or any of such Stockholder's ancestors, descendants, siblings,
descendants of any such siblings, or the spouse of any of the foregoing
"Right" means any option, warrant, security, right or other instrument
convertible into or exchangeable or exercisable for or otherwise giving the
holder thereof the right to acquire, directly or indirectly, any Common Stock or
any other such option, warrant, security, right or instrument.
"Shares" means shares of Common Stock.
"Subsidiary" means any corporation, association or other organization
whether incorporated or unincorporated of which at least a majority of the
securities or interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or others performing similar
functions with respect to such corporation or other organization is at the time
directly or indirectly owned or controlled by another corporation, association
or other organization, or by any one or more Subsidiaries of such other
corporation, association or other organization, or by such other corporation,
association or other organization and one or more of its Subsidiaries.
"Transfer" means, directly or indirectly, any transfer, sale, assignment,
pledge, hypothecation, gift, or other transfer or disposition, whether or not by
operation of law and whether or not voluntarily, of any Shares or any interest
therein.
Section 1.2. Interpretation. Unless otherwise indicated to the contrary
herein by the context or use thereof: (i) the words, "herein," "hereto,"
"hereof" and words of similar import refer to this Agreement as a whole and not
to any particular Section or paragraph hereof; (ii) words importing the
masculine gender shall also include the feminine and neutral genders, and vice
versa; and (iii) words importing the singular shall also include the plural, and
vice versa.
ARTICLE II
Restrictions on Certain Transfers
Section 2.1. Tag-Along. (a) Except as set forth in paragraphs (f) and (g)
below, no Stockholder (an "Initiating Stockholder"), whether acting alone or in
concert with any other Stockholder, shall enter into a Contract to Transfer,
arrange for the Transfer of or Transfer to any Person or group (as defined
pursuant to Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as
amended), directly or indirectly or through one or more intermediaries, in a
single transaction or a series of related transactions, any Shares then
beneficially owned by the Initiating Stockholder or any interest therein, if
immediately following the consummation of such Transfer, such acquiring Person
or group, together with any Affiliates thereof (or Affiliate of any member of
such group), would be the beneficial owner, directly or indirectly, of more than
50% of the outstanding Shares (including as outstanding for such purpose any
Shares issuable upon exercise of any Rights to be acquired from such Initiating
Stockholder and all other Rights beneficially
owned by any such Affiliate, Person, group or member thereof), unless all
Stockholders are given the opportunity to Transfer all (but not less than all)
of the Shares then owned by each of them (including without limitation Shares
issuable upon exercise of Rights then owned by each of them) concurrently with
such proposed Transfer on terms (including, without limitation, the form and
amount of, and the time of receipt of, consideration therefor) identical to
those applicable to such proposed Transfer (the "Tag-Along Rights").
(b) No opportunity shall be deemed given to any Stockholder for purposes of
Section 2.1(a) unless (i) such Stockholder shall have received written notice
from the Initiating Stockholder setting forth the material terms of the proposed
Transfer (a "Tag-Along Notice"), and shall have been given at least twenty days
after receipt of such Tag-Along Notice to exercise its rights contained in this
Section 2.1 by giving written notice thereof to the Initiating Stockholder (a
"Tag-Along Exercise Notice"), (ii) if such Stockholder is then the holder of any
Rights, it shall be permitted to exercise, convert or exchange such Rights
strictly in accordance with the terms thereof, (iii) the terms on which the
Initiating Stockholder actually sells its Shares are no more favorable to the
Initiating Stockholder (including, without limitation, the form and amount of,
and the time of receipt of, consideration therefor), than the terms set forth in
the Tag-Along Notice given by it pursuant to clause (i) of this sentence, (iv)
the Person or group to which the applicable Transfer is proposed to be made
makes an offer to all of the Stockholders to purchase any or all outstanding
Shares then owned by the Stockholders (including Shares issuable upon the
exercise, conversion or exchange of Rights) that (A) is distributed in writing
to all Stockholders, (B) is open for acceptance by all Stockholders for a period
of at least twenty business days after such distribution, and (C) provides for
per Share consideration identical to that being paid in the Transfer to each
Stockholder who accepts such offer, and (v) the Person or group to which the
Initiating Stockholder Transfers its Shares purchases, at or prior to the time
of purchase of such Shares, from each Person exercising his or its rights
pursuant to this Section 2.1, at least such number of Shares as such Person
shall specify in the notice given by such Person pursuant to clause (i) of this
sentence.
(c) The Initiating Stockholder and any proposed Transferee shall have the
right, in their sole discretion, at all times prior to consummation of any
proposed Transfer, to abandon any such proposed Transfer whereupon all Tag-Along
Rights with respect to such proposed Transfer shall terminate, and neither the
Initiating Stockholder nor any proposed Transferees shall have any liability or
obligation to any Stockholder with respect thereto.
(d) In determining the consideration paid for purposes hereof, the
aggregate purchase price shall be increased to the extent that the Initiating
Stockholder or its Affiliates shall receive additional consideration (i) for
covenants against competition, or (ii) for services (such as pursuant to
management or consulting agreements) in amounts in excess of amounts which would
be payable to a third party in an arms' length transaction.
(e) If any Stockholder does not timely deliver a Tag-Along Exercise Notice,
such Stockholder will be deemed to have waived its rights with respect to the
proposed Transfer described in the Tag-Along Notice and the Initiating
Stockholder shall have 60 days after the expiration date for the delivery of
such Tag-Along Exercise Notice in which to Transfer not more
than the number of Shares described in the Tag-Along Notice on terms not more
favorable to the Initiating Stockholder than were set forth in the Tag-Along
Notice. If, at the end of such 60-day period, the Initiating Stockholder has not
completed the Transfer of its Shares in accordance with the terms described in
the Tag-Along Notice, then all of the restrictions on sale or other disposition
contained in this Agreement with respect to Shares beneficially owned by the
Initiating Stockholder shall again be in effect.
(f) The provisions of this Section 2.1 shall not apply to any Transfer (x)
by any Purchaser that is an individual (an "Individual Purchaser") or a
Purchaser Transferee (as defined below) that is an individual (an "Individual
Transferee"), by inter vivos gift, qualified domestic relations order,
testamentary bequest or otherwise, with or without consideration, of any Shares
which the Individual Purchaser or such Individual Transferee may now or at any
time hereafter own to (i) a trust for the benefit of such Individual Purchaser
or such Individual Transferee, as applicable, or for one or more of such
Individual Purchaser's or such Individual Transferee's Relatives, as applicable,
or (ii) to one or more of such Individual Purchaser's or such Individual
Transferee's Relatives, as applicable, or (y) with or without consideration, by
any Purchaser or a Purchaser Transferee of any Shares which such Person may now
or at any time hereafter own to any other Purchaser, or any Affiliate of any
Purchaser; provided, however, that any such Transferee pursuant to either clause
(x) or clause (y) (a "Purchaser Transferee") shall expressly agree in writing in
an instrument satisfactory to the Company to be bound by the terms of this
Agreement. Any Shares, or any interest therein, Transferred pursuant to this
clause (f) shall continue to be subject to the terms of this Agreement.
(g) The provisions of this Section 2.1 shall not apply to any Transfer by
Brand or a Brand Transferee (as defined below), by inter vivos gift, qualified
domestic relations order, testamentary bequest or otherwise, with or without
consideration, of any Shares which Brand or such Brand Transferee may now or at
any time hereafter own to (i) a trust for the benefit of Brand or such Brand
Transferee, as applicable, or for one or more of Brand's or such Brand
Transferee's Relatives, as applicable, or (ii) to one or more of Brand's or such
Brand Transferee's Relatives, as applicable; provided, however, that any such
Transferee (a "Brand Transferee") shall expressly agree in writing in an
instrument satisfactory to the Company to be bound by the terms of this
Agreement. Any Shares, or any interest therein, Transferred pursuant to this
clause (g) shall continue to be subject to the terms of this Agreement.
Section 2.2. Go-Along Obligations. (a) Subject to the provisions of Section
2.2(c), if at any time after the date hereof, any member of the Purchaser Group
receives a firm, bona fide, written offer from a third party (an "Offeror") to
purchase or otherwise acquire all of the Shares beneficially owned by the
Purchaser Group in one transaction or series of related transactions, and the
holders of a majority of the Shares beneficially owned by all of the members of
the Purchaser Group (the "Majority Holders") have determined to accept such
offer, then, notwithstanding the other provisions of this Agreement, the
Majority Holders shall have the right (the "Go-Along Right") to require all
other Stockholders to sell or otherwise dispose of all Shares beneficially owned
by them to such Offeror on the same terms and conditions set forth in such
offer. In determining the consideration to be paid pursuant to such offer, the
aggregate purchase price for the Shares to be sold by the Purchaser Group shall
be increased to the extent
that any member of the Purchaser Group or their respective Affiliates shall
receive additional consideration (i) for covenants against competition, or (ii)
for services (such as pursuant to management or consulting agreements) in
amounts in excess of amounts which would be payable to a third party in an arms'
length transaction.
(b) If the Majority Holders elect to exercise their Go-Along Rights
hereunder, they shall provide written notice (the "Go-Along Notice") to the
Company and each other Stockholder of such election at least 20 days prior to
the closing date for such transaction, which Go-Along Notice shall include the
terms and conditions of such offer, the name of the Offeree and the proposed
closing date of such transaction. Each other Stockholder shall be obligated to
sell or otherwise dispose of all Shares beneficially owned by it to such Offeror
in accordance with the terms set forth in the Go-Along Notice. However, if such
transaction is not completed within 90 days of the giving of such Go-Along
Notice, then any exercise by the Majority Holders of their Go-Along Right shall
require a new notice pursuant to this Section 2.2.
(c) Notwithstanding the other provisions of this Section 2.2, no
Stockholder shall be required to Transfer its Shares pursuant to this Section
2.2 unless the consideration to be received by the Stockholders in exchange for
the Shares to be Transferred to the Offeror pursuant to such transaction shall
have been determined to be fair to the Stockholders pursuant to a written
fairness opinion issued by an investment banking firm selected by the Company's
Board of Directors with the concurrence of (x) the holders of a majority of the
Shares then owned by Brand and any Brand Transferees, as a group, and (y) the
Majority Holders.
Section 2.3. Additional Transfer Restrictions. Without the prior approval
of the Majority Holders, which approval shall not be unreasonably withheld or
delayed, neither Brand nor any Brand Transferee, whether acting alone or in
concert with any other Person, shall enter into a Contract to Transfer, arrange
for the Transfer of or Transfer to any Person or group (as defined pursuant to
Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended)
(other than to Brand or a Brand Transferee), directly or indirectly or through
one or more intermediaries, in a single transaction or a series of related
transactions, any Shares then beneficially owned by Brand or such Brand
Transferee or any interest therein, if immediately following the consummation of
such Transfer, such acquiring Person or group, together with any Affiliates
thereof (or Affiliate of any member of such group), would be the beneficial
owner, directly or indirectly, of 20% or more of the outstanding Shares
(including as outstanding for such purpose any Shares issuable upon exercise of
any Rights to be acquired from Brand or a Brand Transferee in such transaction
and all other Rights beneficially owned by any such Affiliate, Person, group or
member thereof). For purposes of this Section 2.3, the Majority Holders shall be
deemed to have approved a Transfer pursuant to this Section 2.3 if Brand or the
Brand Transferee, as the case may be, gives written notice to the Purchasers of
his, its or their intention to make a Transfer pursuant to this Section 2.3,
which notice shall include the terms and conditions of such Transfer, the names
of the proposed acquiring Person or group and the proposed closing date of such
Transfer, and Brand or the Brand Transferee, as the case may be, shall not have
received within 10 days thereafter a written notice from the Majority Holders
objecting to the proposed Transfer.
ARTICLE III
Board of Directors; Committees
Section 3.1. Composition of the Board of Directors. (a) Subject to the
provisions of Section 3.1(b) and 3.1(d), the Company shall use its best efforts
to, and each Stockholder shall, take and cause to be taken all necessary action
(corporate and other), including the voting of Shares, to set the number of
directors at seven and to elect as the members of the Board four individuals
(the "Brand Directors") selected and nominated from time to time by Brand
(provided that such individuals shall be reasonably satisfactory to a majority
of the directors appointed by the Purchaser Group) and three individuals (the
"Purchaser Directors") selected and nominated from time to time by the Purchaser
Group, by action of the Majority Holders (provided that such individuals shall
be reasonably satisfactory to a majority of the Brand Directors); provided,
however, that in the event that the Purchaser Group acquires all of the
Additional Securities (as defined in the Purchase Agreement) pursuant to the
terms of Section 1.4 of the Purchase Agreement, the number of directors shall be
set at eight and the Purchaser Group shall have the right from and after the
Option Closing Date (as defined in the Purchase Agreement) to appoint a fourth
Purchaser Director; provided, further, that if any member of the Purchaser Group
is ever entitled to appoint a member of the Board pursuant to the rights granted
by the Company to the holders of the Cerberus Debentures (as such term is
defined in the Purchase Agreement) as a result of the purchase of the Cerberus
Debentures or otherwise, the size of the Board and the number of directors which
the Purchaser Group shall have the right to appoint pursuant to the terms hereof
shall be reduced by one. At any time during which the Purchaser Group is
entitled to appoint at least four Purchaser Directors pursuant to the provisions
of this Section 3.1(a), at the request of either Brand or the Majority Holders,
the size of the Board shall be increased by one and Brand and the Purchaser
Group, by action of the Majority Holders, shall mutually select one additional
director who shall not be employed by or otherwise be an Affiliate of either the
Company, Brand or any member of the Purchaser Group (the "Independent Director")
to fill the vacancy caused by such increase in the size of the Board.
(b) In the event that Cerberus Partners, L.P. ("Cerberus") or any other
holder of the Cerberus Debentures (Cerberus or such holder, the "Debenture
Holder") exercises its right to appoint a member of the Board pursuant to the
terms of the Unit Purchase Agreement, dated as of March 7, 1996 (the "Cerberus
Agreement"), by and between the Company and Cerberus, the number of directors
shall be increased by two, one of such additional directors shall be the
director appointed by the Debenture Holder (the "Debenture Director") and Brand
and the Purchaser Group, by action of the Majority Holders, shall mutually
select one additional Independent Director to fill the vacancies caused by such
increase in the size of the Board. Each Stockholder shall use its best efforts
to cause the Company to comply with the requirements of the Cerberus Agreement,
including without limitation, voting all of their Shares in favor of the
election of such person as the Debenture Holder may designate as a director of
the Company. In the event that the Debenture Director resigns, is removed or
otherwise is unable to continue to serve as a director of the Company and the
Debenture Holder does not exercise its right to
appoint a successor Debenture Director, one Independent Director to be mutually
selected by Brand and the Majority Holders shall be deemed to have resigned as a
director effective as of the date that the Debenture Holder notifies the Company
that it will not exercise its rights under the Cerberus Agreement and shall
cease to be a member of the Board of Directors.
(c) The term of office of all directors shall continue until the next
succeeding annual meeting of stockholders of the Company and until their
successors are duly elected and qualified. Each of Brand and the Purchaser Group
shall at all times have the right, exercisable by such Person in his or its sole
discretion, to designate successors for the directors appointed by such Person
(provided that such successors shall be reasonably satisfactory to a majority of
the Purchaser Directors or the Brand Directors, as the case may be), to cause
the Stockholders to remove, with or without cause, one or more of the directors
appointed by such Person, and to fill any vacancy on the Board resulting from
the death, resignation or removal of any director appointed by such Person
(provided that any nominee selected to fill such a vacancy shall be reasonably
satisfactory to a majority of the Brand Directors or the Purchaser Directors, as
the case may be); provided, however, that no such actions may be taken with
respect to any Independent Director unless mutually agreed to by Brand and the
Purchaser Group and; provided, further, that any Independent Director shall be
reasonably satisfactory to a majority of both the Brand Directors and the
Purchaser Directors. Each Stockholder shall vote for such removal and for the
election of such successor or successors 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, in each case, at the
written request of the Person seeking to remove and replace such director given
to the Company.
(d) The permanent successor Chief Executive Officer hired pursuant to
Section 4.4 hereof shall become a member of the Board effective as of the
effective date of his or her employment by the Company (the "Commencement Date")
and shall be deemed to be a Brand Director for all purposes hereunder. On or
prior to the Commencement Date, Brand and any Brand Transferees shall take all
action reasonably necessary to cause a Brand Director to resign from the Board
effective as of the Commencement Date and to appoint the permanent Chief
Executive Officer to fill the vacancy created by such resignation.
(e) In the event that either Brand or the Purchaser Group is no longer
entitled to designate directors pursuant to this Article III, all directors
designated by such Person (other than the permanent Chief Executive Officer
hired pursuant to Section 4.4 hereof) shall be deemed to have resigned as
directors effective immediately and shall cease to be members of the Board.
(f) The participation of any former director in the deliberations of the
Board subsequent to the date of his or her termination as a director shall not
affect in any respect any corporate action which has been approved by a majority
of the remaining members of the Board, whether at a meeting at which a quorum of
the Board (excluding any such former director) was present or pursuant to a
written consent signed by the remaining directors.
Section 3.2. Quorum. At all meetings of the Board, the presence, in person
or by proxy, of a majority of the entire Board shall constitute a quorum for the
transaction of business. Any
director may participate in a meeting of the Board, or any committee thereof, by
means of conference telephone or similar communications equipment by means of
which all Persons participating in the meeting can hear each other.
Section 3.3 Composition of Board Committees. Promptly following the
execution and delivery of this Agreement, the Stockholders shall take and shall
cause their respective director designees to take all actions necessary and
advisable to (i) cause the Executive Committee of the Board (the "Executive
Committee") to be comprised of two Brand Directors to be designated from time to
time by Brand (one of whom shall be the chairman of the committee) and one
Purchaser Director to be designated from time to time by the Purchaser Group;
provided, however, that from and after the Option Closing Date, the size of the
Executive Committee shall be increased by one and the Purchaser Group shall have
the right to designate a second Purchaser Director to be a member of the
Executive Committee, and; provided, further, that from and after the
Commencement Date, the size of the Executive Committee shall be further
increased by one and the permanent Chief Executive Officer of the Company shall
become a member of the Executive Committee, ex officio, (ii) cause the
Compensation Committee of the Board to be comprised of two Brand Directors to be
designated from time to time by Brand and two Purchaser Directors to be
designated from time to time by the Purchaser Group, and (iii) cause the Audit
Committee of the Board to be comprised of two Brand Directors to be designated
from time to time by Brand and two Purchaser Directors to be designated from
time to time by the Purchaser Group.
Section 3.4. Action by Stockholders to Reconstitute Board of Directors or
Committees Thereof. If at any time and for any reason the Board shall fail to be
constituted as required by this Article III, then, at the request of any
Stockholder, the Company shall cause a special meeting of stockholders to be
held or the Stockholders shall act by written consent of stockholders without a
meeting for the purpose of taking whatever action may be necessary to assure
that the Board is constituted as set forth in this Article III as promptly as
practicable. If at any time and for any reason the committees of the Board shall
fail to be constituted as required by this Article III, then, at the request of
any Stockholder, the Company and the Stockholders shall take whatever action may
be necessary to assure that such committees are constituted as set forth in this
Article III as promptly as practicable.
Section 3.5. Certain Covenants. Each Stockholder shall vote, in person or
by proxy, all Shares over which it 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 nominated in accordance with
Section 3.1 and in favor of the removal of any director who is required to be
removed pursuant to Section 3.1 and to take all other necessary and appropriate
actions 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 Stockholder
shall vote all Shares over which it may have or share voting power and shall
take all other actions necessary and appropriate (including, without limitation,
removing any director) to ensure that the Company's Certificate of Incorporation
and by-laws contain all provisions
necessary to implement the terms of this Agreement and 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.
ARTICLE IV
Other Corporate Matters
Section 4.1. Management of the Company; Certain Actions. (a) The business
and affairs of the Company shall be managed by or under the direction of the
Board, subject to the provisions set forth in this Section 4.1 and Section 4.2.
(b) Subject to oversight and control by the Board, the senior management of
the Company shall have the right to manage the day to day operations of the
Company, including, without limitation, the implementation of the Company's
strategic and business plans, ordinary course dealings with customers and
suppliers, the hiring and firing of officers and employees of the Company and
its Subsidiaries, and the ordinary course operation of the Company's business as
it is currently being conducted, and neither any member of the Purchasers nor
the Purchaser Directors shall take any action, directly or indirectly, which may
reasonably be expected to hinder, impede, interfere with or otherwise restrict
the management of the Company's affairs as aforesaid.
(c) In the event that a majority of the Purchaser Directors (a "Purchaser
Majority") recommend to the Board that the Company enter into a Company Sale,
Brand and any Brand Transferees shall use their respective best efforts to cause
the Brand Directors to vote in favor of such Company Sale; provided, however,
that neither Brand nor any Brand Transferee shall have any obligation to cause
the Brand Directors to vote in favor of a Company Sale if counsel of recognized
standing advises the Brand Directors that approval of the Company Sale
recommended by the Purchaser Directors would result in a breach of fiduciary
duty by the Brand Directors.
Section 4.2. Actions Requiring Purchaser Approval. The Company shall not,
and no officer of the Company shall have the power or authority to cause the
Company to, without the consent of a Purchaser Majority:
(a) redeem, repurchase or otherwise acquire shares of the Company's
capital stock except pursuant to or in connection with (i) the conversion
of any class or series of the Company's capital stock into another security
of the Company, (ii) the exercise of any Right, (iii) the redemption, at
the request of the holder thereof, of shares of any class or series of
capital stock that is redeemable at the option of the holder thereof, (iv)
any compensatory plan or arrangement with an officer, director or employee
of the Company or its Subsidiaries; provided, however, that such plan or
arrangement has been approved by the Board or the Compensation Committee
thereof; or
(b) take any voluntary action in furtherance of the liquidation,
dissolution or winding up of the business of the Company.
Section 4.3. Voting by Stockholders. Each Stockholder shall vote, in person
or by proxy, all Shares over which it may have or share voting power, at any
annual or special meeting of stockholders of the Company (i) in favor of all
matters approved by a majority of the entire Board (or a majority of all of the
members of any duly constituted committee thereof) pursuant to Section 4.1(a),
(ii) in favor of all matters approved by the entire Board upon the
recommendation of a Purchaser Majority pursuant to Section 4.1(c) or Section
4.2, and (iii) against all matters not approved by the Board or a duly
constituted committee thereof pursuant to clauses (i) or (ii).
Section 4.4. Executive Search. Promptly following the execution and
delivery hereof, the Board shall establish an ad hoc committee of the Board (the
"Search Committee"), the members of which shall include the Company's Chief
Executive Officer (who shall be the chairman), the Company's Chief Operating
Officer and two Purchaser Directors, which shall promptly commence a search for
a suitably qualified permanent successor to the Chief Executive Officer. The
Search Committee may establish such regulations for its operations as the
members thereof may determine are necessary or advisable. Without limiting the
generality of the foregoing, the Search Committee shall be authorized to engage
such consultants and other agents to assist in the identification and evaluation
of appropriate candidates as the members thereof deem necessary or advisable.
The Search Committee shall report to the Board on its activities from time to
time as events warrant. Following the completion of its initial screening
process and interviews with appropriate candidates, the Search Committee shall
recommend one or more finalists to the Board and, with consultation from the
Board, shall complete all arrangements relating to the hiring of a new Chief
Executive Officer from the list of finalists; provided, however, that such new
Chief Executive Officer shall be approved by Brand, which approval may be
withheld by Brand in his sole and absolute discretion. The terms and conditions
of any such hiring shall be approved by the Board upon the advice and with the
recommendation of Compensation Committee of the Board. In the event that the
permanent Chief Executive Officer ceases to serve as the Chief Executive Officer
of the Company for any reason, then, for purposes of this Agreement (including,
without limitation, the Board and Board committee composition provisions
hereof), the Company shall be deemed to have not designated a permanent
successor Chief Executive Officer and the provisions of this Section 4.4 shall
again come into effect.
Section 4.5. Indemnification; Maintenance of D&O Insurance. The Company
shall indemnify the directors and officers of the Company to the fullest extent
permissible under Delaware law and, without limiting the generality of the
foregoing, the Company and the Stockholders shall take all actions necessary to
include provisions in the Company's Certificate of Incorporation limiting the
liability of directors to the maximum extent permitted by Delaware law and
providing that the directors and officers shall be indemnified to the maximum
extent permitted by Delaware law. The Company shall maintain appropriate
directors and officers insurance in such amounts and covering such risks as the
Board may determine from time to time in light of the cost and availability of
such insurance.
ARTICLE V
Legend
Section 5.1. Legends. Any certificates evidencing Shares subject to this
Agreement shall be stamped or endorsed with a legend in substantially the
following form; provided, however, that in the event that Shares are registered
under the Securities Act of 1933, as amended, the Company shall promptly upon
request, but in any event not later than is necessary in order to consummate any
sale pursuant to any underwriting agreement or sales agency agreement relating
thereto, deliver a replacement certificate not containing the first paragraph of
the legend below in exchange for the legended certificate (it being understood
that such legend shall be placed on such replacement certificate if the sale
does not occur in accordance with the terms of the registration statement); and
provided, further, that the Company shall upon termination of this Agreement
promptly upon request deliver a replacement certificate not containing the
second paragraph of the legend below in exchange for the legended certificate:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS,
AND ACCORDINGLY NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
IN ADDITION, TRANSFERS, VOTING AND OTHER MATTERS IN RESPECT OF THE SHARES OF
COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS
AGREEMENT DATED AS OF JULY 29, 1997 AMONG THE COMPANY AND CERTAIN STOCKHOLDERS
NAMED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF
THE COMPANY AND MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
COMPANY.
Section 5.2. Removal of Legends. From and after the effective date of any
registration statement registering the Shares subject hereto for sale pursuant
to the Securities Act of 1933, as amended, and compliance by the Company with
any applicable state securities or "Blue Sky" laws, the Stockholders shall be
entitled to exchange the certificates representing their Shares for certificates
not bearing the first restrictive legend set forth in Section 5.1 above. In
connection with any Transfer permitted pursuant to this Agreement (other than
Transfers pursuant to Sections 2.1(f) or 2.1(g)), the Stockholder Transferring
Shares shall be entitled to exchange the certificates representing the Shares
being Transferred for replacement certificates not bearing the second
restrictive legend set forth in Section 5.1 above.
ARTICLE VI
Effectiveness; Termination
Section 6.1. Effectiveness; Termination of Agreement. This Agreement shall
become effective as of the date first above written and shall terminate upon the
earliest to occur of the following: (i) upon the written consent of (x) the
Majority Holders, and (y) the holders of a majority of the shares of Common
Stock then beneficially owned by Brand and any Brand Transferee, as a group,
(ii) Brand and any Brand Transferees, as a group, or the Purchaser Group
becoming the beneficial owner of less than 10% of the outstanding Common Stock
(determined on a fully-diluted basis), or (iii) the consummation of a Company
Sale, only to the extent that such transaction has been duly approved pursuant
to Section 4.1(c); provided, however, that no such termination shall relieve any
Person of any liability for a breach or default.
ARTICLE VII
Miscellaneous
Section 7.1. Recapitalization, Exchanges, etc. Affecting the Common Stock.
The provisions of this Agreement shall apply to the full extent set forth herein
with respect to (a) the Shares and (b) any and all shares of capital stock of
the Company or any successor or assign of the Company (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of,
in exchange for, or in substitution for the Shares, by reason of any stock
dividend, split, reverse split, combination, recapitalization, reclassification,
merger, consolidation or otherwise. In the event of any change in the
capitalization of the Company, as a result of any stock split, stock dividend or
stock combination, the provisions of this Agreement shall be appropriately
adjusted.
Section 7.2 No Joint Venture or Partnership. No party shall have any
authority to bind or commit any other party hereto and no such authority shall
be implied by the provisions hereof. Nothing herein shall be deemed or construed
to create a joint venture, partnership or agency relationship between any of the
parties hereto for any purpose.
Section 7.3. Injunctive Relief. 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 and 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 it may have, be entitled to equitable and injunctive
relief, including, without limitation, temporary, preliminary and permanent
injunctive relief, 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
him or it, without the necessity of posting bond or other security against him
or it, and
consents to the entry of injunctive relief against him or it enjoining or
restraining any breach or threatened breach of such provisions of this
Agreement.
Section 7.4. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors,
assigns and legal representatives. This Agreement shall be for the sole benefit
of the parties to this Agreement and their respective successors, 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, assigns
and legal representatives, any legal or equitable right, remedy or claim
hereunder. This Agreement may not be assigned by operation of law or otherwise,
and any attempted assignment shall be null and void, except that, any
Stockholder may assign its rights hereunder, in whole but not in part, in
connection with a Transfer of Shares made in compliance with all of the
provisions of this Agreement. If any Stockholder shall acquire additional
Shares, in any manner, whether by a Transfer permitted hereunder, operation of
law or otherwise, such Shares shall be held subject to all of the terms of this
Agreement, and by taking and holding such Shares such Person shall be
conclusively deemed to have agreed to be bound by and to comply with all of the
terms and provisions of this Agreement. Any Transferee wishing to become a party
hereto or otherwise required to become such a party shall execute an instrument
in the form of Exhibit A hereof agreeing to be bound by the provisions hereof.
Section 7.5. Expenses. Except as provided in the Purchase Agreement, each
party hereto shall pay its own expenses incident to this Agreement and the
transactions contemplated hereby.
Section 7.6. Amendment; Waiver. (a) This Agreement may be amended by a
written instrument duly executed by the parties affected thereby.
(b) No failure by any party to insist upon the strict performance of
any covenant, duty, agreement or condition of this Agreement or to exercise
any right or remedy consequent upon breach thereof shall constitute a waiver of
any such breach or of any other covenant, duty, agreement or condition, any
such waiver being effective only if contained in a writing executed by the
waiving party.
Section 7.7. Notices. Except as otherwise provided in this Agreement, all
notices, requests, claims, demands, waivers and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
by hand, when delivered by courier, three days after being deposited in the mail
(registered or certified mail, postage prepaid, return receipt requested), or
when received by facsimile transmission upon receipt of a confirmed transmission
report, as follows:
If to the Company: 00 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Chief Executive Officer
and if to the other parties at the address or facsimile transmission number
specified below its name on the signature pages hereto (or, in the case of
Persons who become parties hereto subsequently, at their last addresses or
facsimile transmission numbers shown on the record books of the Company). Any
party hereto, by notice given to the other parties hereto in accordance with
this Section 7.7, may change the address or facsimile transmission number to
which such notice or other communications are to be sent to such party. Whenever
pursuant to this Agreement any notice is required to be given by any Stockholder
to any other Stockholder or Stockholders, such Stockholder may request from the
Company a list of addresses and facsimile transmission numbers of all
Stockholders of the Company, which list shall be promptly furnished to such
Stockholder.
Section 7.8. Inspection. For so long as this Agreement shall be in effect,
this Agreement, any amendments hereto and a complete list of the names and
addresses of all Stockholders shall be made available for inspection and copying
on any business day by any Stockholder at the offices of the Company at the
address thereof set forth in Section 7.7 above.
Section 7.9. APPLICABLE LAW. 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, EXCEPT TO THE EXTENT
THAT THE PROVISIONS OF THE DELAWARE GENERAL CORPORATION LAW APPLY THERETO.
Section 7.10. Headings. The descriptive headings of the several sections in
this Agreement are for convenience only and do not constitute part of this
Agreement and shall not affect in any way the meaning or interpretation of this
Agreement.
Section 7.11. Integration. This Agreement and the other writings referred
to herein or delivered pursuant hereto which form a part hereof contain the
entire understanding of the parties with respect to its subject matter. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to its subject matter. There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings with respect to
its subject matter other than those expressly set forth or referred to herein.
Section 7.12. Severability. If any term or provision of this Agreement or
any application thereof shall be declared or held invalid, illegal or
unenforceable, in whole or in part, whether generally or in any particular
jurisdiction, such provision shall be deemed amended to the extent, but only to
the extent, necessary to cure such invalidity, illegality or unenforceability,
and the validity, legality and enforceability of the remaining provisions, both
generally and in every other jurisdiction, shall not in any way be affected or
impaired thereby.
Section 7.13. Consent to Jurisdiction. 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 courts and irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.
Section 7.14. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.
LOGIMETRICS, INC.
/s/Xxxxxxx X. Brand
By: ____________________________
Name:Xxxxxxx X. Brand
Title: Chairman and Chief
Executive Officer
/s/Xxxxxxx X. Brand
____________________________
Xxxxxxx X. Brand
00 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
XXXXXX XXXXXXXXX XxXXXXX, INC.
By: /s/Xxxxxx X. Trainer
____________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial
Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
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. Xxxxxx
___________________________
Xxxxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/Xxxxxx X. Xxxxxxxxx
___________________________
Xxxxxx X. Xxxxxxxxx, Xxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM 1997 ENTERPRISE FUND, LLC
By: Xxxxxx Xxxxxxxxx XxXxxxx,
Inc.,
Its Managing Member
By: /s/Xxxxxx X. Xxxxxxx
_________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial
Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By: /s/Xxxxxx X. Xxxxxxx
______________________
Name: Xxxxxx X. Xxxxxxx
Title:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM RETIREMENT PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By: /s/Xxxxxx X. Xxxxxxx
________________________
Name: Xxxxxx X. Xxxxxxx
Title:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM MADISON PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By: /s/Xxxxxx X. Trainer
______________________
Name: Xxxxxx X. Xxxxxxx
Title:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM U.S. VALUE FUND, LTD.
By: CRM Management, Inc.
Its General Partner
By: /s/Xxxxxx X. Xxxxxxx
_______________________
Name: Xxxxxx X. Xxxxxxx
Title:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM EURYCLEIA PARTNERS, L.P.
By: CRM Eurycleia Investments, LLC,
Its General Partner
By: CRM Management, Inc.,
Its Managing Member
By: /s/Xxxxxx X. Xxxxxxx
_______________________________
Name: Xxxxxx X. Xxxxxxx
Title:
000 Xxxxxxx Xxxxxx
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
_______________________________
Name: Xxxxxx X. Xxxxxxx
Title:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/ Xxxxxxx X. Xxxx. Jr.
_________________________________
Xxxxxxx X. Xxxx, Xx.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Attorney-in-Fact
By: /s/Xxxxxx X. Xxxxxxx
______________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
XXXXXX EQUITIES CORP.
By: /s/Xxxxxxx Xxxxxxxxxxx
_________________________
Name:
Title:
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:
Title: Manager
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
KABUKI PARTNERS ADP, GP
By: /s/Xxxxxxx Xxxxxxxxxxx
________________________
Name:
Title: General Partner
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
MBF CAPITAL CORP.
By: /s/Xxxx X. Xxxxxx
________________________
Name: Xxxx X. Xxxxxx
Title: President
00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
PHINEAS BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
Its General Partner
By: /s/Xxxx X. Xxxxxx
____________________________
Name: Xxxx X. Xxxxxx
Title: President
00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
/s/Xxxx X. Xxxxxx
________________________________
Xxxx X. Xxxxxx
00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XxXXXXX FAMILY PARTNERSHIP
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/Xxxx X. Xxxxxx
______________________________
Xxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/Xxxxxx X. Xxxxxxx
______________________________
Xxxxxx X. Xxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
EXHIBIT A
In consideration of the Transfer of Shares to the undersigned, the
undersigned, having all due authority, hereby agrees to be bound by the terms
and provisions of the Stockholders Agreement, dated as of July 29, 1997 (the
"Stockholders Agreement"), by and among LogiMetrics, Inc. and the Stockholders
party thereto relating to such Shares as a Stockholder thereunder. Capitalized
defined terms used herein without definition shall have the same meanings
respectively as assigned thereto in the Stockholders Agreement.
Name: _____________________________
By: _______________________________
Date: _____________________________
