SECURITY AGREEMENTSecurity Agreement • December 31st, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
This SECURITY AGREEMENT, dated as of December 28, 2018 (this “Agreement”), is by and among Microphase Corporation, a Delaware corporation (the “Company”), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and the holder of that certain Secured Promissory Note in the principal amount of $200,000 (the “Note”), signatory hereto, its endorsees, transferees and assigns (collectively, the “Secured Lender”).
ContractSecured Promissory Note • December 31st, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
THIS NOTE HaS Not BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
PERFORMANCE GUARANTYPerformance Guaranty • December 31st, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
This PERFORMANCE GUARANTY (this “Agreement”) is made as of the 28th day of December, 2018, by and among Dominion Capital LLC (the “Investor”), DPW Holdings, Inc., a Delaware corporation (“DPW”), Microphase Corporation, a Delaware corporation and subsidiary of DPW (“Microphase”), Enertec Systems 2001 Ltd., an Israeli corporation and subsidiary of DPW (“Enertec”), and Ault & Company, Inc., a Delaware corporation (the “Principal”);
PERSONAL GUARANTYPersonal Guaranty • December 31st, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
This PERSONAL GUARANTY (this “Guaranty”) is made as of the 28th day of December, 2018, by the undersigned (the “Guarantor”) for the benefit of Dominion Capital, LLC, a Connecticut limited liability company, and its successors and assigns (the “Investor”).
