Joseph Stevens & Company, Inc. New York, New York 10038 PLEASE READ CAREFULLY. THE FOLLOWING RELATES TO YOUR PROPOSED INVESTMENT IN DATATEC SYSTEMS, INC. July ___, 2003Datatec Systems Inc • July 30th, 2003 • Services-computer integrated systems design
This Amendment (the "Amendment") hereby amends and supplements that certain Subscription Agreement (the "Subscription Agreement") relating to the offering (the "Offering") by Datatec Systems, Inc. (the "Company") of up to $4,900,000 worth of Unsecured Four-Year Convertible Notes and Warrants. This Amendment is being circulated for your review and signature in light of certain changes to the Company and the terms of the Offering since the initial distribution of the Subscription Agreement and that certain Confidential Private Placement Memorandum, dated June 6, 2003 (the "Memorandum").
SUBSCRIPTION AGREEMENT DATATEC SYSTEMS, INC. Return by mail or overnight delivery to: Joseph Stevens & Company, Inc. New York, NY 10038 DATATEC SYSTEMS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • July 30th, 2003 • Datatec Systems Inc • Services-computer integrated systems design • Delaware
The undersigned (hereinafter "Subscriber") hereby confirms his/her/its subscription for the purchase of Convertible Notes and Warrants of Datatec Systems, Inc., a Delaware corporation (the "Company"), as described below.
DATATEC SYSTEMS, INC. COMMON STOCK PURCHASE WARRANT July 28, 2003Datatec Systems Inc • July 30th, 2003 • Services-computer integrated systems design • New York
THIS COMMON STOCK PURCHASE WARRANT is one of a duly authorized issue of Warrants (a "Warrant" or the "Warrants") of Datatec Systems, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"), designated as its 2003 Common Stock Purchase Warrants, pursuant to a private offering of the common stock of the Company, par value $.001 per share (the "Common Stock") in an aggregate maximum of Four Million Nine Hundred Thousand and no/100 United States Dollars (US$4,900,000.00) (the "Offering"), as more fully described in the Company's Confidential Private Placement Memorandum dated as of June 6, 2003, as amended or supplemented (together with all documents and filings attached thereto, the "PPM").
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • July 30th, 2003 • Datatec Systems Inc • Services-computer integrated systems design
This Amendment and Waiver Agreement (the "Agreement"), dated as of July 28, 2003, is by and among Datatec Systems, Inc., a Delaware corporation (the "Company"), and Palladin Partners I, L.P., Palladin Multi-Strategy Partners, L.P., DeAM Convertible Arbitrage Fund, Ltd., Palladin Overseas Fund, Ltd., Palladin Opportunity Fund, LLC and Palladin Overseas Multi-Strategy Fund, Ltd. (each an "Investor" and collectively, the "Investors"). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in that certain Note Purchase Agreement dated as of July 3, 2003 by and among the Company and each of the Investors (the "Purchase Agreement").
