SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT (the "Agreement") dated as of August 23,
2001, is made and entered into by and among Marlton Technologies, Inc., a New
Jersey corporation (the "Company"), and Marlton Technologies (PA), Inc., a newly
formed Pennsylvania corporation (the "Surviving Corporation" and together with
the Company, the "Marlton Parties"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and ▇▇▇▇
▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") (collectively, the "Investors").
RECITALS
The Company proposes to reincorporate in Pennsylvania as a Pennsylvania
corporation by merging with and into the Surviving Corporation, as a result of
which each outstanding share of the Company's common stock, par value $0.10 per
share (the "Company Common Stock") will be converted into one share of the
Surviving Corporation's common stock without par value (the "Common Stock") (the
"Reincorporation").
The Marlton Parties and ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the
"Purchasers") have entered into a subscription agreement (the "Other Agreement")
regarding the purchase of shares of Common Stock ("Shares") and warrants
("Warrants") in the form of Exhibit A-2 thereto to purchase shares (the "Warrant
Shares") of Common Stock.
The Marlton Parties desire to issue to the Investors and the Investors
desire to acquire, in the aggregate, 1,300,000 Shares of the Surviving
Corporation's Common Stock and Warrants to purchase 1,300,000 Shares.
Now, therefore, in consideration of the foregoing and the mutual
covenants and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
ISSUANCE OF SHARES AND WARRANTS
Upon the terms and subject to the conditions set forth in this
Agreement, simultaneously with the closing of the Other Agreement (the "Closing
Date" or the "Closing"), the Marlton Parties will issue, transfer and convey,
and (i) ▇▇▇▇▇▇▇▇ will purchase 1,000,000 Shares and 1,000,000 Warrants in
exchange for $500,000; and (ii) ▇▇▇▇▇▇▇▇ will purchase 300,000 Shares and
300,000 Warrants in exchange for $150,000.
ARTICLE II
CLOSING DOCUMENTS; CLOSING CONDITIONS
Section 2.1 Documents to Be Delivered by the Marlton Parties. The
Marlton Parties agree to deliver to the Investors on the Closing Date (i) the
Registration Rights Agreement (as defined in the Other Agreement) executed by
the Marlton Parties, (ii) the Warrants executed by the Marlton Parties, (iii)
certificates representing the Shares, (iv) the Additional Employment Agreement
(as definded in the Other Agreement) executed by the Marlton Parties party
thereto and (v) such other documents and showings as shall reasonably be
required by the Investors.
Section 2.2 Documents to Be Delivered by the Investors. The Investors
agree to deliver to the Marlton Parties on the Closing Date (i) the Purchase
Price in cash, (ii) the Registration Rights Agreement executed by the Investors,
(iii) the Additional Employment Agreement executed by ▇▇▇▇▇▇▇▇ and (iv) such
other documents and showings as shall reasonably be required by the Marlton
Parties and their counsel.
Section 2.3 Conditions to the Obligations of All Parties. The
respective obligations of each party to effect this Agreement and the other
transactions contemplated herein shall be subject to the consummation of the
transactions contemplated by the Other Agreement.
Section 2.4 Termination. This Agreement may be terminated as to either
or both Investors before the Closing Date (i) by mutual written consent of such
Investor and the Company, or (ii) as provided in Section 8.2 of the Other
Agreement, which is hereby incorporated by reference into this Agreement.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND AGREEMENT OF THE INVESTORS
Each of the Investors hereby severally represents and warrants as to
himself to, and agrees with, the Marlton Parties as set forth in Article III of
the Other Agreement, which is hereby incorporated by reference into this
Agreement as though each of the representations and warranties therein was being
made herein by each of the Investors.
ARTICLE IV
GENERAL PROVISIONS
Article IX and Section 4.3 of the Other Agreement are hereby
incorporated by reference into this Agreement, provided that the address for
each of the Investors for notices shall be ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, without copies sent to any other party.
MARLTON TECHNOLOGIES, INC. MARLTON TECHNOLOGIES (PA), INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title Vice Chairman of the Board Title: Vice Chairman of the Board
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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