SECURITY AGREEMENT
THIS SECURITY AGREEMENT dated as of July __, 1999 (as the same may be
supplemented, modified, amended or restated from time to time in the manner
provided herein, this "Agreement"), by and among DATAMETRICS CORPORATION, a
Delaware corporation having its chief executive office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Debtor"); ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an
individual with an address of c/▇ ▇▇▇▇▇▇▇ Securities, 1325 Avenue of the
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ as Agent (the "Secured Party Agent")
for certain parties described as "Subscribers" in that certain 12% Subordinated
Convertible Secured Note Subscription Agreement(s) of even date herewith
(collectively, the "Subscription Agreement") between the Debtor, the Secured
Party; and such Subscribers ("Holders"). Any capitalized terms not specifically
defined herein shall have the meaning assigned to such terms in the Subscription
Agreement and the documents and instruments related thereto.
WITNESSETH:
WHEREAS, pursuant to the Subscription Agreement, the Debtor is
concurrently herewith issuing to each of the Holders a 12% Subordinated
Convertible Secured Note (the "Notes") in the amount set forth in the
Subscription Agreement, pursuant to which the Debtor promises to pay to the
Holders thereof, the principal amount thereof, together with all accrued
interest thereon, secured by a security interest in the Collateral (as such term
is hereinafter defined) in favor of the Holders and the Secured Party Agent;
WHEREAS, the security interests of the Holders rank pari passu to each
other; and
WHEREAS, each of the Holder and the Debtor desire that the security
interest in the Collateral granted in favor of the respective Holders shall be
subordinate to the rights of any holders of any Senior Debt in the Collateral.
WHEREAS, each of the Holders does hereby appoint the Secured Party
Agent as its agent and attorney in fact to hold, and act on behalf of him, her,
it with respect to, the security interests and rights granted hereunder.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreement hereinafter set forth, the parties hereto hereby agree
as follows:
SECTION 1. DEFINITIONS. All capitalized terms used herein and not
defend herein shall have the meaning given such term in the Notes. As used
herein, the following words shall have the following meanings:
(a) "ACCOUNT(S)": Any and all rights of Debtor to payment for goods
sold or leased or for services rendered at the Property; all accounts
receivable of Debtor; all obligations owing to Debtor and evidenced by
an instrument or chattel paper; all rights of Debtor to
payment under contracts not yet earned by performance and not evidenced
by an instrument or chattel paper; any and all obligations owing to
Debtor of any kind or nature, including all writings, if any,
evidencing the same, including all instruments, drafts, acceptances and
chattel paper; and all proceeds of any of the foregoing. There is
further included within the term "Accounts" all right, title and
interest of Debtor in and to the Inventory which gave rise to any
Account (including the right of stoppage in transit) all guaranties of,
and security and liens with respect to any Account, and all accounts
and documents of Debtor as those terms are defined in the Uniform
Commercial Code. The term "Accounts" shall also include any of the
foregoing types of property related to the Property in which the Debtor
has any interest.
(b) "ACCOUNT DEBTOR": Any person, firm, corporation or other entity who
is obligated to the Debtor on an Account.
(c) "COLLATERAL": All present and future right, title and interest of
Debtor in all Accounts, Inventory, Equipment and Leasehold
Improvements, General Intangibles and all of Debtor's other real and
personal property of every kind and nature located in or on, or used,
or intended to be used in connection with, related to or incidental to
the Debtor's business, whether now existing or hereafter arising or
acquired, and wherever located and all proceeds and products thereof,
including without limitation all proceeds of fire, credit and other
insurance, excluding however, all insurance maintained on the lives of
current or former employees.
(d) "EQUIPMENT AND LEASEHOLD IMPROVEMENTS": All of Debtor's machinery,
equipment, furniture, fixtures, trade fixtures, rolling stock and
leasehold improvements, and intending to include all tangible personal
property utilized in the conduct of Debtor's business (but excluding
any property hereinbefore defined as "Inventory") and all additions,
accessions, substitutions, components and replacements thereto,
therefor and thereof and all proceeds thereof. (The reservation by
Secured Party of its right to proceeds shall not be construed as a
consent by Secured Party to the sale or other disposition of Equipment
or of any interest therein.)
(e) "GENERAL INTANGIBLES": All of Debtor's general intangibles as
defined in the Uniform Commercial Code and all proceeds thereof,
including without limitation, any and all rights of Debtor to any
refund of any tax assessed against Debtor or paid by Debtor, and all
contracts, licenses, permits, interests, agreements, warranties and
approvals.
(f) "INVENTORY": All of the Debtor's inventory, goods, merchandise, raw
materials, work-in-process, finished inventory and other tangible
personal property held by Debtor for sale or lease, furnished or to be
furnished under contracts of service, or used or consumed in Debtor's
business, goods in transit, any and all returned or repossessed
inventory or merchandise, and all documents of title (whether
negotiable or non-negotiable) representing any of the foregoing, and
all proceeds thereof.
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(g) "MATERIAL ADVERSE EFFECT": A material adverse effect on the
condition (financial or otherwise) or on the earnings, business
affairs, properties, or assets of the Debtor.
(h) "MAJORITY OF THE HOLDERS": Holders of Notes representing 65% of the
aggregate principal balance remaining outstanding under the Notes as of
the time of calculation.
(i) "OBLIGATIONS": All debts, liabilities and obligation of Debtor to
the Holders and the Secured Party Agent, as agent for the Holders,
under the Note and this Agreement.
SECTION 2. PLEDGE. Subject to the rights of the Senior Lender, and
pursuant to the grant of authority and agency hereby irrevocably grants to the
Secured Party Agent by each of the Holders, Debtor hereby pledges, assigns,
transfers and grants to Secured Party Agent, a security interest in all of the
Collateral, which security interest is to secure the prompt and full payment and
performance of all of the Obligations.
SECTION 3. REPRESENTATIONS AND WARRANTIES. Debtor represents and
warrants to the Holder that, as of the date of this Agreement:
3.1 ORGANIZATION/QUALIFICATION. The Debtor is a corporation duly
organized and validly existing under the laws of the State of Delaware and is in
good standing under such laws. The Debtor has all requisite corporate power and
authority to own, lease and operate its properties and assets, and to carry on
its business as presently conducted. The Debtor is qualified to do business as a
foreign corporation in each jurisdiction in which the ownership of its property
or the nature of its business requires such qualification, except where its
failure to be so qualified would not have a Material Adverse Effect on the
Debtor.
3.2 AUTHORIZATION. The Debtor has all requisite corporate right, power
and authority to execute and deliver this Agreement and the Security Documents
and to consummate the transactions contemplated hereby and thereby. All
corporate action on the part of the Debtor, its directors and stockholders
necessary for the authorization, execution, delivery and performance of this
Agreement.
SECTION 4. AFFIRMATIVE COVENANTS. The Debtor hereby covenants and
agrees that, from the date hereof and until the principal and interest hereunder
have been fully paid and satisfied, unless a Majority of the Holders shall
consent otherwise in writing:
4.1 CORPORATE EXISTENCE. The Debtor: (i) shall do, or cause to be done,
all things, or proceed with due diligence with any actions or courses of action,
that may be necessary (A) to maintain its due organization, valid existence and
good standing under the laws of its state of incorporation, and (B) to preserve
and keep in full force and effect all qualifications, licenses and registrations
in those jurisdictions in which the failure to do so could have a Material
Adverse Effect; and (ii) shall not do, and shall not cause, suffer or permit to
be done (by itself or otherwise), any act impairing its power or authority (A)
to carry on its business as now conducted or (B) to execute or deliver this
Agreement or any other Security Document to which it is a party, or to perform
any of its obligations hereunder or thereunder.
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4.2 PAYMENT OF CREDITORS. The Debtor shall comply with and observe all
material provisions of any instrument or agreement delivered to the Senior
Lender in connection with the Senior Debt. During any period in which there is
no Senior Debt outstanding, the Debtor shall: (i) pay, or cause to be paid, all
of its indebtedness and other liabilities and lawful claims (whether for
services, labor, materials, supplies or otherwise) as and when due, unless
alternative payment arrangements have been made; (ii) perform, or cause to be
performed, all of its obligations promptly and in accordance with the respective
terms and provisions thereof, unless alternative performance arrangements have
been made; and (iii) promptly pay and discharge, or cause to be paid and
discharged, all taxes, assessments and other governmental charges and levies
imposed upon the Debtor, upon its income or receipts or upon any of its assets
and properties on or before the last day on which the same may be paid without
penalty; provided, however, that it shall not constitute a breach of this
Section if the Debtor fails to perform any such obligation or to pay any such
indebtedness or other liability (except for the principal and interest
obligations hereunder), tax, assessment, or governmental or other charge, levy
or claim: (A) that (1) is being delayed, in the case of trade payables (but not
other obligations), in accordance with the normal payment practices of the
Debtor, or (2) is being contested in good faith and by proper proceedings
diligently pursued, or (3) is less than $100,000 in the aggregate; (B) if the
effect of such failure to pay or perform will not (1) cause or permit the
acceleration of the maturity of any other indebtedness or obligation of the
Debtor (i.e., other than the one being contested), or (2) subject any part of
the assets and properties of the Debtor to attachment, levy or forfeiture; (C)
for which the Debtor has obtained a bond or insurance, or established a reserve,
in an amount that in the judgment of the Secured Party is adequate and
satisfactory; and (D) so long as the aggregate amount of such unpaid overdue
items does not at any time exceed $1,500,000.
SECTION 5. NEGATIVE COVENANTS. The Debtor covenants and agrees that,
from the date hereof until its obligations under the Notes have been fully paid
and satisfied, unless the Secured Party Agent, acting on behalf of a Majority of
the Holders, shall consent otherwise in writing:
5.1 NO PAYMENTS. The Debtor shall not prepay, acquire or otherwise
satisfy, in whole or in part, any of its indebtedness prior to when due, except
indebtedness owed to the holder(s) of any Senior Debt or the Obligations.
5.2 NO GUARANTEES. The Debtor shall not directly or indirectly make,
create, incur, assume, permit to exist, increase, renew or extend any guaranty
on its part of any indebtedness or other obligation of any other person.
5.3 NO SALES. The Debtor shall not directly or indirectly effect, enter
into or offer or agree to: (i) any sale, lease, assignment, conveyance, spin-off
or other transfer or disposition of all or any material part of its business or
assets and properties; (ii) any merger, consolidation, dissolution, liquidation
or winding up, excluding, however, any merger or similar transaction of the
subsidiaries of the Debtor into the Debtor; or (iii) any material change in the
character of its business as conducted on the date of this Agreement, or any
adverse change in the method by which that business is conducted.
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5.4 NO REDEMPTIONS. The Debtor shall not directly or indirectly: (i)
redeem, purchase or otherwise acquire any securities issued by the Debtor or any
option or other right to acquire any such securities other than as and when the
same shall come due or be available for call under the terms of any governing
instruments; or (ii) covenant or otherwise arrange with any person other than a
Senior Lender to directly or indirectly limit or otherwise restrict any
dividend, advance or other payment or distribution (whether of cash or
otherwise) to or for the benefit of the Holders.
5.5 NO RELATED TRANSACTIONS. The Debtor shall not directly or
indirectly enter into any transaction with, or use any material asset or
property of, any affiliate of the Debtor (including, without limitation, the
lease, purchase, sale or exchange of any asset or property, any advance or loan,
the provision of any services, or any allocation of administrative salaries,
expenses and other general overhead), other than in the ordinary course and
pursuant to the reasonable requirement of the business of the Debtor and upon
fair and reasonable terms and provisions no less favorable to the Debtor than it
could have obtained in a comparable arm'slength transaction with a person who is
not an affiliate of the Debtor; provided that the foregoing restriction shall
not apply to (i) the payment of reasonable and customary regular fees to
directors of the Debtor who are not employees of the Debtor; (ii) loans and
advances to officers of the Debtor approved by the Board of Directors of the
Debtor; (iii) reasonable employment arrangements and benefit programs approved
by the Board of Directors of the Debtor; and (iv) the grant of reasonable stock
options or similar rights to employees and directors of the Debtor pursuant to
plans approved by the Board of Directors.
5.6 OFFICES; RECORDS. Debtor has places of business only at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇; ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇; and , CA
and all Collateral presently owned or hereafter acquired by Debtor, and all
records relating thereto shall be kept only at one of those locations, and
Debtor shall notify Secured Party Agent no less than thirty (30) days before any
change is made in the foregoing addresses.
SECTION 6. TERMINATION OF SECURITY INTEREST. The Security Interest
granted hereunder shall terminate when the Obligations shall have been fully
paid and satisfied. Upon such complete payment and satisfaction, the Secured
Party Agent shall reassign, release and/or deliver to the Debtor all Collateral
then held by or at the direction of the Secured Party; and the Secured Party
Agent shall execute and deliver to the Debtor for filing in each office in which
any financing statement, mortgage, or lease, or assignment thereof, relating to
the Collateral, or any part thereof, shall have been filed, a termination
statement under the Uniform Commercial Code or an appropriate satisfaction,
release, reconveyance or reassignment releasing the Secured Party Agent's and
the Holders' interests therein, and any other instrument or document that the
Debtor deems reasonably necessary to evidence the termination of the Secured
Party's and the Holders' security interest.
SECTION 7. EVENTS OF DEFAULT. Each of the following events shall
constitute a default under this Agreement (each, an "EVENT OF DEFAULT"): (a) the
material breach of any representation, warranty or covenant contained in this
Agreement; or (b) the occurrence of any Event of Default set forth in the Note.
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SECTION 8. RIGHTS OF THE HOLDERS AND SECURED PARTY AGENT TO THE
COLLATERAL. Upon the occurrence and during the continuance of any Event of
Default and subject and subordinated in right of payment to any rights of the
holder(s) of any Senior Debt in and to the Collateral, a Majority of the Holders
may cause the Secured Party Agent to take any or all of the following actions,
after giving the Debtor and the holders of Senior Debt at least 20 business
days' prior written notice (which notice period the Debtor acknowledges and
agrees to be adequate and reasonable):
(a) prohibit the Debtor from taking any action respecting any
Collateral otherwise permitted by this Agreement;
(b) notify any other obligors, issuers, custodians and parties with
respect to or interested in any item of the Collateral of the Holder's
interest therein or of any action proposed to be taken with respect
thereto, and direct one or more of those parties to make all payments,
distributions and proceeds otherwise payable to the Debtor with respect
thereto directly to the Secured Party Agent on behalf of the Holders
Party, or its order, until notified by a Secured Party Agent that all
of the Obligations to the Holders have been fully paid and satisfied;
(c) receive and retain all payments, distributions and proceeds of any
kind with respect to any and all of the Collateral;
(d) take any action with respect to the offer, sale, lease or other
disposition, and delivery of the whole of, or from time to time any one
or more items of, the Collateral;
(e) exercise any voting, consent, enforcement or other right, power,
privilege, remedy or interest of the Debtor pertaining to any item of
Collateral to the same extent as if the Holders were the outright
owners thereof;
(f) take possession of and thereafter deal with or use from time to
time all or any part of the Collateral in all respects as if the
Holders were the outright owners thereof; and
(g) in addition to, and not by way of limitation of, any of the rights
specified above, exercise or enforce any and all rights, powers,
privileges, remedies and interest afforded to the Secured Parties under
the Note, this Agreement and any and all provisions of applicable law
(including, without limitation, the Uniform Commercial Code), whether
as a secured party in possession of Collateral or otherwise.
SECTION 9. APPLICATION OF PROCEEDS, ETC. The Secured Party Agent shall
collect the cash proceeds received from any sale or other disposition or from
any other source contemplated by Section 8 hereof, and, after deducting all
costs and expenses incurred by him and any person designated to take any of the
actions enumerated in Section 8 hereof in connection with such collection and
sale or disposition (including, without limitation, attorneys' fees,
disbursements and expenses), the Secured Party Agent shall apply the same to the
Obligations in accordance with the terms and provisions of the Note and this
Agreement. In the event any funds remain after
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satisfaction in full of all such Obligations, then the remainder shall be
returned to the Debtor. In the event that the amount of all proceeds received
with respect to and in liquidation of the Collateral shall be insufficient to
pay and satisfy Obligations in full, the Debtor acknowledges and agrees that the
Debtor shall remain and be liable for any deficiency.
SECTION 10. FURTHER ASSURANCES.
(a) The Debtor agrees to do such further acts and things, and to
execute and deliver, all such statements, assignments, agreements,
instruments and other documents, as the Secured Party from time to time
reasonably request in connection with the administration, maintenance,
enforcement or adjudication of the Notes and this Agreement in order
(i) to evidence, confirm, perfect or protect the Security Interest
granted or required to have been granted under this Agreement, or (ii)
to otherwise effectuate the purpose and the terms and provisions of
this Agreement, provided that, the Secured Party Agent shall be
responsible for the preparation and filing, if applicable, of any such
assignments, financing statements and other documents.
(b) The Holders and the Secured Party Agent jointly and severally
hereby agree to do such further acts and things, and to execute and
deliver, all such statements, assignments, agreements, instruments and
other documents as the Debtor or any Senior Lender may from time to
time or at any time reasonably request in connection with the
administration, maintenance, enforcement or adjudication of the Notes
or this Agreement, the priority of the Senior Lender and the
subordination of the rights of the Holders and the Secured Party Agent
to the Senior Lender, or otherwise as needed (i) to evidence, confirm,
perfect or effect the subordinate nature of the Notes and the Security
Interest granted or intended to have been granted under this Agreement,
or (ii) to otherwise effectuate the purpose and the terms and
provisions of the Notes and this Agreement, provided that, the Debtor
shall be responsible for the preparation and filing, if applicable, of
any such assignments, subordination statements and other documents.
SECTION 11. SECURED PARTY AGREEMENT. The Secured Party Agent shall hold
the Collateral and act hereunder solely for the benefit of Holders; and the
duties and responsibilities of the Secured Party Agent are limited to those
expressly set forth herein: (a) The Secured Party Agent, in its sole discretion,
may disregard any and all notices or instructions, excepting only such notices
or instructions as are hereinabove provided for and excepting orders or process
of any court or binding arbitration entered or issued with or without
jurisdiction, including without limitation any attachment, garnishment, levy,
stay, injunction, or declaratory judgment; (b) the Secured Party Agent may rely
and shall be fully protected in acting upon any paper or other document which
may be submitted to it in connection with its duties hereunder and which it has
no reasonable basis to believe to be other than accurate, truthful and genuine
and to have been signed as presented by the proper party or parties and shall
have no liability or responsibility with respect to the form, execution or
validity thereof; (c) the Secured Party Agent shall not be required to institute
or defend any action or legal process involving any matter referred to herein
which in any manner affects it or its duties or liabilities hereunder unless and
until it has received full indemnity in an amount, and of such character, as it
shall in its sole discretion require, against any
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and all claims, liabilities, judgments, attorneys' fees and other costs and
expenses of any and every kind in relation thereto; (d) the Holders agree
jointly and severally to indemnify and save the Secured Party Agent harmless
from and against any and all claims, liabilities, judgments, attorneys' fees and
other costs and expenses of any and every kind and nature, whether or not suit
is commenced, which may be incurred or sustained by it by reason of its
compliance or attempted compliance with the terms hereof; (e) the Secured Party
Agent shall provide prompt written notice to each Holder each time the Secured
Agent Party becomes aware of any event for which the Secured Party Agent
believes it is entitled to be indemnified hereunder; each Holder shall have the
opportunity to defend, or participate in the defense of, all claims for which
they may have to indemnify the Secured Party Agent hereunder; (f) the Secured
Party Agent shall not be responsible for any act or failure to act on its part
except in the case of its own bad faith or gross negligence; (g) the Secured
Party Agent shall have no responsibility whatsoever with respect to the recitals
contained herein or any other agreements, documents, obligations or rights
between Holders and Debtor.
SECTION 12. JURISDICTION. The Debtor hereby irrevocably consents and
submits to, and the Secured Party, by its acceptance hereof, likewise hereby
irrevocably consents and submits to, the exclusive jurisdiction of the United
States District Court for the State of New Jersey in connection with any
proceeding arising out of or relating to this Agreement or the Security
Documents, waives any objection to venue in such District (unless such court
lacks jurisdiction with respect to such proceeding in which case, the Debtor
irrevocably consents and submits to, and the Secured Party, by its acceptance
hereof, likewise irrevocably consents and submits to, the jurisdiction of the
courts of the State of New Jersey in connection with such proceeding and waives
any objection to venue in ▇▇▇▇▇▇ County, State of New Jersey) and agrees that
service of any summons, complaint, notice or other process relating to such
proceeding may be effected in the manner provided by Section 13 hereof.
SECTION 13. NOTICES. All notices and other communications required or
permitted to be given in respect of this Agreement shall be in writing and shall
be given as and shall be deemed to have been given if so given) by delivery,
telegram, telex or facsimile, or by mail (registered or certified mail, postage
prepaid, return receipt requested) or by any courier service, such as Federal
Express, providing proof of delivery, provided that any notice delivered as
herein provided shall also be delivered by facsimile (if a facsimile number is
provided below) at the time of such delivery. All communications hereunder shall
be delivered to the respective parties at the following addresses (or at such
other address for a party as shall be specified by like notice, provided that
notices of a change of address shall be effective only upon receipt thereof):
(i) If to the Debtor, to:
Datametrics Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇; #3305
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, CEO
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
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With a copy to:
▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
(ii) If to the Secured Party Agent, to:
c/▇ ▇▇▇▇▇▇▇ Securities
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
SECTION 14. REIMBURSEMENT. The Debtor agrees to reimburse the Secured
Party for all its costs and expenses, including reasonable attorneys' fees and
disbursements, expended in collecting any amounts due hereunder or in otherwise
enforcing any of its rights hereunder.
SECTION 15. SEVERABILITY. In the event that any term or provision of
this Agreement shall be finally determined to be superseded, invalid, illegal or
otherwise unenforceable pursuant to applicable law by a governmental authority
having jurisdiction and venue, that determination shall not impair or otherwise
affect the validity, legality or enforceability (i) by or before that authority
of the remaining terms and provisions of this Agreement and the other Security
Documents, which shall be enforced as if the unenforceable term or provision
were deleted, or (ii) by or before any other authority of any of the terms and
provisions of this Agreement.
SECTION 16. SECTION AND OTHER HEADINGS. The section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
SECTION 17. GOVERNING LAW. This Agreement has been executed and
delivered in the State of New Jersey and shall be governed by and construed in
accordance with the applicable laws pertaining in the State of New Jersey (other
than those that would defer to the substantive laws of another jurisdiction).
SECTION 18. SUCCESSORS AND ASSIGNS, ASSIGNMENT AND INTENDED
BENEFICIARIES. Whenever in this Agreement reference is made to any party, such
reference shall be deemed to include the successors, assigns, heirs and legal
representatives of such party, and, without limiting the generality of the
foregoing, all representations, warranties, covenants and other agreements made
by or on behalf of the Debtor in this Agreement shall inure to the benefit of
the participants and other successors and assigns of the Secured Party.
SECTION 19. ENTIRE AGREEMENT. This Agreement, the Note, and the other
instruments executed pursuant to the Subscription Agreement contain the entire
agreement of the parties and supersedes all other representations, warranties,
agreements and understandings, oral or otherwise, among the parties with respect
to the matters contained herein and therein.
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IN WITNESS WHEREOF, the Debtor, each Holder and the Secured Party Agent
have executed and delivered this Agreement as of the date first written above.
DEBTOR: DATAMETRICS CORPORATION
By: _____________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
SECURED PARTY AGENT:
__________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Holders:
_____________________________ _______________________________
_____________________________ _______________________________
_____________________________ _______________________________
_____________________________ _______________________________
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