-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HlEs5cLH6OmgDkuKKWzs4lvHyN8RHFi7jcIyPtkNdCA81iSmlRgNSdKjrJ0UY8c5 94PAtxSnsUyPi3MFf5t67w== 0001005477-98-003022.txt : 19981106 0001005477-98-003022.hdr.sgml : 19981106 ACCESSION NUMBER: 0001005477-98-003022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19981105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOGIMETRICS INC CENTRAL INDEX KEY: 0000060128 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 112171701 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33624 FILM NUMBER: 98738761 BUSINESS ADDRESS: STREET 1: 50 ORVILLE DR CITY: BOHEMIA STATE: NY ZIP: 11716 BUSINESS PHONE: 5167844110 MAIL ADDRESS: STREET 1: 3 NEW YORK PLAZA 18TH FL STREET 2: 50 ORVILLE DR CITY: BOHEMIA STATE: NY ZIP: 11716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRAMER ROSENTHAL MCGLYNN LLC /ADV CENTRAL INDEX KEY: 0000718857 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133156718 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 707 WESTCHESTER AVE CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 9146814475 MAIL ADDRESS: STREET 1: 707 WESTCHESTER AVE CITY: WHITE PLAINS STATE: NY ZIP: 10604 FORMER COMPANY: FORMER CONFORMED NAME: CRAMER ROSENTHAL MCGLYNN INC /ADV DATE OF NAME CHANGE: 19951130 FORMER COMPANY: FORMER CONFORMED NAME: CRAMER ROSENTHAL MCGLYNN INC /ADV DATE OF NAME CHANGE: 19951130 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* LOGIMETRICS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 54141 01 06 - -------------------------------------------------------------------------------- (CUSIP Number) Michael Marrone, c/o Cramer Rosenthal McGlynn, LLC, 707 Westchester Avenue, White Plains, New York 10604 (212) 415-0474 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 21, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box |_|. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Gerald B. Cramer - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* PF - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 3,242,098 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 3,242,098 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,242,098 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 10.29% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 2 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Fred M. Filoon - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* PF - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 324,206 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 324,206 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 324,206 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 1.13% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 3 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Eugene A. Trainor, III - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* PF - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 162,112 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 162,112 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 162,112 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) .57% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 4 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Richard S. Fuld, Jr. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* PF - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 486,314 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 486,314 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 486,314 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 1.7% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 5 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Cramer Rosenthal McGlynn, LLC - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 429,924 Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 18,737,033 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power 429,924 Shares -------------------------------------------------------------- 10 Shared Dispositive Power 18,737,033 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,166,955 Shares* - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 41.27% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * Cramer Rosenthal McGlynn, LLC has sole power to vote and dispose of all 429,924 shares directly held by it, and shares voting and dispositive power with each other Reporting Person over all shares beneficially owned by each such Reporting Person by virtue of its position as investment advisor of each of the other Reporting Persons. Page 6 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person McGlynn Family Partnership - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 324,206 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 324,206 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 324,206 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 1.13% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 7 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Edward J. Rosenthal Keogh - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 324,206 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 324,206 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 324,206 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 1.13% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 8 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person L.A.D. Equity Partners, L.P. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 693,299 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 693,299 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 693,299 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 2.44% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 9 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CRM 1997 Enterprises Fund, LLC - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 2,102,237 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 2,102,237 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,102,237 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 6.88% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 10 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CRM Partners, L.P. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 1,771,532 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 1,771,532 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,771,532 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 5.86% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 11 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CRM Retirement Partners, L.P. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 984,182 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 984,182 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 984,182 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 3.34% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 12 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CRM Madison Partners, L.P. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 984,182 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 984,182 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 984,182 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 3.34% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 13 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CRM U.S. Value fund, Ltd. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Bermuda - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 336,152 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 336,152 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 336,152 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 1.17% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 14 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CRM 1998 Enterprise Fund, LLC - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 2,722,897 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 2,722,897 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,722,897 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 8.9% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 15 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person A.C. Israel Enterprises, Inc. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 3,242,098 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 3,242,098 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,242,098 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 10.29% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 16 of 149 CUSIP No. 54141 01 06 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CRM-EFO Partners, L.P. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Beneficially -------------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 810,523 Shares* Person -------------------------------------------------------------- With 9 Sole Dispositive Power -------------------------------------------------------------- 10 Shared Dispositive Power 810,523 Shares* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 810,523 Shares - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 2.77% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- * The Reporting Person shares voting and dispositive power over all such shares with Cramer Rosenthal McGlynn, LLC, its investment advisor with respect to such shares. Page 17 of 149 This Amendment No. 1 is being filed pursuant to Rule 13-d-(2) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") and amends the Schedule 13D previously filed as of November 20, 1997 (the "Schedule 13D"). At the time that the Schedule 13D was filed, CRM Eurycleia Partner, L.P. ("Eurycleia") was included as a Reporting Person. However, Eurycleia was dissolved in 1998, and all shares of Common Stock beneficially owned by Eurycleia were distributed to its General Partner as well as to certain of the Reporting Persons. Terms not otherwise defined herein shall have the meaning ascribed to them in the Schedule 13D. Item 1. Security and Issuer Item 1 is hereby amended and restated to read as follows: This statement is being filed to report the transactions by each of Gerald B. Cramer, Fred M. Filoon, Eugene A. Trainor III, Richard S. Fuld, Jr., Cramer Rosenthal McGlynn, LLC, McGlynn Family Partnership, Edward J. Rosenthal KEOGH, L.A.D. Equity Partners, L.P., CRM 1997 Enterprise Fund, LLC, CRM Partners, L.P., CRM Retirement Partners, L.P., CRM Madison Partners, L.P., CRM U.S. Value Fund, Ltd., CRM 1998 Enterprise Fund, LLC, A.C. Israel Enterprises, Inc. and CRM-EFO Partners, L.P. (collectively, the "Reporting Persons") in shares of Common Stock, par value of $.01 per share of the Company (the "Common Stock") as well as in the following securities of the Company that are convertible into or exercisable to purchase Common Stock: Class A 13% Convertible Senior Subordinated Pay-In-Kind Debentures Due 1999 (the "Debentures"), which Debentures are convertible into shares of Common Stock at a conversion price of $.41667 per share; Class C 13% Convertible Senior Subordinated Debentures Due 1999 (the "Class C Debentures"); Series G Warrants (the "G Warrants"), which G Warrants are exercisable for a period of seven (7) years to purchase shares of Common Stock at an exercise price of $.50 per share; Series H Warrants (the "H Warrants"), which H Warrants are exercisable for a period of seven (7) years to purchase shares of Common Stock at an exercise price of $.60 per share; and Series I Warrants (the "I Warrants"), which I Warrants are exercisable for a period of seven (7) years to purchase shares of Common Stock at an exercise price of $1.125 per share. On July 29, 1997, certain investors, including the Reporting Persons, entered into a Purchase Agreement (the "Initial Purchase Agreement") relating to a proposed financing (the "Financing") of the Company, consisting of up to $3,583,333 principal amount of Debentures, up to 9,350,000 G Warrants at a purchase price of $.07 per G Warrant, up to 1,433,333 H Warrants at a purchase price of $.06 per H Warrant and up to 716,667 I Warrants at a purchase price of $.04 per I Warrant, for aggregate gross proceeds to the Company of up to $4,352,500. On July 30, 1997, certain of the foregoing investors, including certain of the Reporting Persons, consummated the first closing of the initial purchase (the "Initial Purchase") of such Financing, consisting of an aggregate of $2,535,942 principal amount of Debentures, 6,866,129 G Warrants, 1,074,114 H Warrants and 537,057 I Warrants. One of the investors, not among the Reporting Persons, had the right, in a second closing of the Initial Purchase, to purchase $214,058 principal amount of Debentures, 483,871 G Warrants, 25,886 H Warrants and 12,943 I Warrants. Page 18 of 149 In May and August of 1998, certain investors, including certain of the Reporting Persons, exercised an option to purchase (the "Optional Purchase"), in the aggregate, $833,333 principal amount of Debentures, 2,000,000 G Warrants, 333,333 H Warrants and 166,667 I Warrants. On October 21, 1998, certain investors, including certain of the Reporting Persons, entered into a Purchase Agreement (the "Second Purchase Agreement") with the Company, for the purchase (the "Class C Purchase") by such investors of $2,666,667 in aggregate principal amount of Class C Debentures for aggregate gross proceeds to the Company of $2,000,000. In addition, on October 21, 1998, certain investors, including certain of the Reporting Persons, entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with an individual stockholder of the Company, for the purchase (the "Common Purchase"; and together with the Class C Purchase, the "Second Financing") by such investors of 2,000,000 shares of Common Stock for an aggregate purchase price of $500,000. The principal executive offices of the Company are located at 50 Orville Drive, Bohemia, New York 11716. Item 2. Identity and Background Item 2 is hereby amended and restated to read as follows: (a) This Statement is being filed by Gerald B. Cramer, an individual, Fred M. Filoon, an individual, Eugene A. Trainor, III, an individual, Richard S. Fuld, Jr., an individual, Cramer Rosenthal McGlynn, LLC, a Delaware limited liability company ("Cramer Rosenthal"), McGlynn Family Partnership, a New York limited partnership ("McGlynn Family"), Edward J. Rosenthal KEOGH, a retirement plan ("Rosenthal KEOGH"), L.A.D. Equity Partners, L.P., a Delaware limited partnership ("L.A.D Equity"), CRM 1997 Enterprise Fund, LLC, a New York limited liability company ("CRM 1997"), CRM Partners, L.P., a Delaware limited partnership ("CRM Partners"), CRM Retirement Partners, L.P., a Delaware limited partnership ("CRM Retirement"), CRM Madison Partners, L.P., a Delaware limited partnership ("CRM Madison"), CRM U.S. Value Fund Ltd., a Bermuda corporation ("CRM U.S. Value"), CRM 1998 Enterprise Fund, LLC ("CRM 1998"), a New York limited liability company, A. C. Israel Enterprises, Inc., a Delaware corporation ("A.C. Israel"), and CRM-EFO Partners, L.P., a Delaware limited partnership ("CRM-EFO"). Mr. Cramer, Mr. Filoon, Mr. Trainor, Mr. Fuld, Cramer Rosenthal, McGlynn Family, Rosenthal KEOGH, L.A.D. Equity, CRM 1997, CRM 1998, CRM Partners, CRM Retirement, CRM Madison, CRM U.S. Value, A.C. Israel and CRM-EFO are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d) (3) of the Exchange Act. The Reporting Persons disclaim the existence of a group with the other investors in the Financing or the Second Financing. Page 19 of 149 (b) - (c) Gerald B. Cramer Mr. Cramer is principally employed as the Chairman of Cramer Rosenthal McGlynn, LLC, a firm that provides investment management services, and as the Chairman of the Board of Cramer Rosenthal McGlynn, Inc., which is the general partner of CRM Partners, CRM Retirement and CRM Madison, and the investment advisor of CRM-EFO Investments, LLC, the general partner of CRM-EFO and CRM U. S. Value. The principal business address of Mr. Cramer is 707 Westchester Avenue, White Plains, New York 10604. Fred M. Filoon Mr. Filoon is principally employed as a Senior Vice President of Cramer Rosenthal McGlynn, LLC, a firm that provides investment management services, and as Senior Vice President of Cramer Rosenthal McGlynn, Inc., which is the general partner of CRM Partners, CRM Retirement and CRM Madison, and the Managing Member of CRM-EFO Investments, LLC, the general partner of CRM-EFO and CRM U. S. Value. The principal business address of Mr. Filoon is 707 Westchester, New York, New York 10604. Eugene A. Trainor, III Mr. Trainor is principally employed as the Chief Financial Officer of Cramer Rosenthal McGlynn, LLC, a firm that provides investment management services, and as Senior Vice President of Cramer Rosenthal McGlynn, Inc., which is the general partner of CRM Partners, CRM Retirement and CRM Madison, and the Managing Member of CRM-EFO Investments, LLC, the general partner of CRM-EFO, and CRM U. S. Value. The principal business address of Mr. Trainor is 707 Westchester, New York 10604. Richard S. Fuld, Jr. Mr. Fuld is a client of Cramer Rosenthal McGlynn, LLC. The principal business address of Mr. Fuld is c/o Lehman Brothers, 3 World Trade Center, New York, NY 10285. Cramer Rosenthal McGlynn, LLC Cramer Rosenthal McGlynn, LLC is a corporation that provides investment management services, and is the Managing Member of CRM 1997 and CRM 1998. The principal business address of Cramer Rosenthal McGlynn is 707 Westchester Avenue, White Plains, New York 10604. Page 20 of 149 McGlynn Family Partnership McGlynn Family is a limited partnership that consists of investments of the family of Ronald H. McGlynn, the president and CEO of Cramer Rosenthal McGlynn. The principal business address of McGlynn Family is 520 Madison Avenue, New York, NY 10022. Edward J. Rosenthal KEOGH Rosenthal KEOGH is a retirement plan for Mr. Edward J. Rosenthal, Vice Chairman of Cramer Rosenthal McGlynn, LLC. The principal business address of Rosenthal KEOGH is 707 Westchester Avenue, White Plains, New York 10604. L.A.D. Equity Partners, L.P. L.A.D. Equity is a limited partnership that consists of investments for the Pergament family. Flint Investments, Inc. is the general partner, of which Arthur J. Pergament, Senior Vice President and Shareholder of CRM is Vice President and Secretary, and Robert M. Pergament, a client of CRM is President and Treasurer. The principal business address of L.A.D. Equity is 520 Madison Avenue, New York, New York 10022. CRM 1997 Enterprise Fund, LLC CRM 1997 is a limited liability company that provides investments in shares of small to medium sized, often value oriented companies with potential for long-term capital appreciation, through investment funds (venture capital and leveraged buyout funds). Cramer Rosenthal is the Managing Member of which Mr. Cramer is Chairman, Mr. Filoon is Senior Vice President and Mr. Trainor is Senior Vice President. The principal business address of CRM 1997 Enterprises is 707 Westchester Avenue, White Plains, New York 10604. CRM 1998 Enterprise Fund, LLC CRM 1998 is a limited liability company that provides investments in shares of small to medium sized, often value oriented companies with potential for long-term capital appreciation, through investment funds (venture capital and leveraged buyout funds). Cramer Rosenthal is the Managing Member of which Mr. Cramer is Chairman, Mr. Filoon is Senior Vice President and Mr. Trainor is Senior Vice President. The principal business address of CRM 1998 Enterprises is 707 Westchester Avenue, White Plains, New York 10604. CRM Partners, L.P. CRM Partners is a limited partnership that invests in common and preferred stocks, bonds, options and other money market instruments, utilizing hedging techniques including short selling in an effort to reduce market volatility. CRM, Inc. is the general partner of which Mr. Cramer is Chairman, Mr. Filoon is Senior Page 21 of 149 Vice President, and Mr. Trainor is Senior Vice President. The principal business address of CRM Partners, L.P. is 707 Westchester Avenue, White Plains, New York 10604. CRM Retirement Partners. L.P. CRM Retirement is a limited partnership that invests in common and preferred stocks, bonds, options and other money market instruments, utilizing hedging techniques including short selling in an effort to reduce market volatility. CRM, Inc. is the general partner of which Mr. Cramer is Chairman, Mr. Filoon is Senior Vice President, and Mr. Trainor is Senior Vice President. The principal business address of CRM Retirement, L.P. is 707 Westchester Avenue, White Plains, New York 10604. CRM Madison Partners, L.P. CRM Madison is a limited partnership that invests in common and preferred stocks, bonds, options and other money market instruments, utilizing hedging techniques including short selling in an effort to reduce market volatility. CRM Management, Inc. is the general partner of which Mr. Cramer is Chairman, Mr. Filoon is Senior Vice President, and Mr. Trainor is Senior Vice President. The principal business address of CRM Madison, L.P. is 707 Westchester Avenue, White Plains, New York 10604. CRM U.S. Value Fund Ltd. CRM U.S. Value is a Bermuda corporation whose objective is long-term capital appreciation through investments primarily in equity and equity-related securities of U. S. companies with middle market capitalizations. The principal business address of CRM Value Fund is 6 Front Street, Hamilton, HM 11, Bermuda. A.C. Israel Enterprises, Inc. A.C. Israel Enterprises, Inc. is a limited partnership that handles the investments of the Israel family, clients of Cramer Rosenthal McGlynn. The principal business address of A.C. Israel Enterprises, Inc. is 707 Westchester Avenue, White Plains, New York 10604. CRM-EFO Partners CRM -EFO Partners is a limited partnership whose objective is long-term capital appreciation through investments primarily in equity and equity-related securities of U. S. companies with middle market capitalizations. CRM-EFO LLC, a Delaware limited liability company is the general partner of the partnership. CRM, Inc. is the Managing Member of the general partner, of which Mr. Cramer is Chairman, Mr. Filoon is Senior Vice President, and Mr. Trainor is Senior Vice President. The principal business address of CRM-EFO is 707 Westchester Avenue, White Plains, New York 10604. Page 22 of 149 (d) To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. (f) Each of the individual Reporting Persons is a citizen of the United States of America. Cramer Rosenthal is a Delaware limited liability company. McGlynn Family is a New York limited partnership. Rosenthal KEOGH is a retirement plan. L.A.D. Equity is a New York limited partnership. CRM 1997 is a New York limited liability company. CRM 1998 is a NewYork limited liability company. CRM Partners is a New York limited partnership. CRM Retirement is a Delaware limited partnership. CRM Madison is a Delaware limited partnership. CRM U.S. Value is a Bermuda corporation. A.C. Israel is a Delaware corporation. CRM-EFO is a Delaware limited partnership. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated to read as follows: The source of the $736,569 paid by Mr. Cramer, the $73,656 paid by Mr. Filoon, the $36,830 paid by Mr. Trainor and the $110,486 paid by Mr. Fuld for the Common Stock, Debentures, Class C Debentures, G Warrants, H Warrants and I Warrants purchased by such individuals, as set forth in Item 5 below, was personal funds of such individuals. The source of the $80,781 paid by Cramer Rosenthal, the $73,656 paid by McGlynn Family, the $73,656 paid by Rosenthal KEOGH, the $163,775 paid by L.A.D. Equity, the $476,379 paid by CRM 1997, the $391,760 paid by CRM Partners, the $218,645 paid by CRM Retirement, the $218,645 paid by CRM Madison, the $75,000 paid by CRM U.S. Value, the $736,569 paid by A.C. Israel and the $184,142 paid by CRM-EFO for the Common Stock, Debentures, the Class C Debentures, G Warrants, H Warrants and I Warrants purchased by such entities, as set forth in Item 5 below, was working capital of such entities. Item 4. Purpose of Transaction. Item 4 is hereby amended and restated to read as follows: The Reporting Persons acquired the Common Stock, Debentures, Class C Debentures, G Warrants, H Warrants and I Warrants of the Company reported herein as being owned by each of them for investment purposes. Depending upon market conditions and other factors that each of the Reporting Persons may deem material to their respective investment decisions, the Reporting Persons may Page 23 of 149 purchase shares of Common Stock of the Company in the open market or in private transactions, or may dispose of all or a portion of the Common Stock, Debentures, Class C Debentures, G Warrants, H Warrants and/or I Warrants or other securities of the Company that each now owns or hereafter may acquire, subject to restrictions on transfer under the securities laws and under the documents pursuant to which such securities were purchased. Each of the Reporting Persons has entered into a stockholders' agreement, the "Stockholders' Agreement"; a copy of which is attached as Exhibit 2 to the Schedule 13D) with the Company and Charles Brand, the Chairman of the Board and Chief Technical Officer of the Company and the Company's largest shareholder, in which the Reporting Persons agreed, among other things, to certain limitations on their ability to dispose of their shares of the Common Stock, grant and are granted certain "tag-along" rights with respect to future sales of the Common Stock, and agree to vote their shares of Common Stock for the appointment of certain nominees as members of the Company's Board of Directors and for certain other matters as set forth below. The Reporting Persons, except for Phineas Broadband Systems, L.P., entered into a separate stockholders' agreement with certain investors in the Initial Purchase (the "InterPurchaser Agreement") pursuant to which the Reporting Persons granted and were granted certain additional "tag-along" rights with respect to future sales of Common Stock. Among other things, the Stockholders' Agreement provides that a majority of the Directors appointed by the Majority Investors can recommend to the Board that the Company be sold and Mr. Brand and any transferee of his securities have agreed to use their best efforts to cause the Brand Directors to vote in favor of the sale provided that such recommendation is consistent with their fiduciary duties. Certain amendments have been made to the by-laws of the Company to implement the provisions of the Stockholders' Agreement. Except as otherwise set forth above, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in Paragraphs (b) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated to read as follows: (a) - (c) Set forth below is a description of the number of shares of Common Stock and the percentage of the aggregate shares of Common Stock issued and outstanding, held by each Reporting Person. All of the Class C Debentures reported below were purchased by the respective Reporting Persons on October 21, 1998 pursuant to the Second Purchase Agreement, at a purchase price equal to 75% of the principal amount of Class C Debentures purchased by such Reporting Person. All shares of outright Common Stock reported herein as being held by Reporting Persons were Page 24 of 149 acquired on October 21, 1998 pursuant to the Stock Purchase Agreement, at a price per share of $0.25. Gerald B. Cramer Mr. Cramer beneficially owns 3,242,098 shares of Common Stock, comprised of 1,027,479 shares issuable upon conversion of $482,117 principal amount of Debentures and 168,154 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 967,742 shares issuable upon exercise of 967,742 G Warrants, 51,772 shares issuable upon exercise of 51,772 H Warrants, 25,886, shares issuable upon exercise of 25,886 I Warrants, 218,372 shares of Common Stock and 782,692 shares issuable upon conversion of $242,635 principal amount of Class C Debentures currently owned by Mr. Cramer. For purposes of this Schedule 13D, such 3,242,098 shares of Common Stock comprise 10.29% of the issued and outstanding shares of the Common Stock, based on information received from the Company. Mr. Cramer shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. Fred M. Filoon Mr. Filoon beneficially owns 324,206 shares of Common Stock comprised of 102,748 shares issuable upon conversion of $42,812 principal amount of Debentures and 16,814 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 96,774 shares issuable upon exercise of 96,774 G Warrants, 5,177 shares issuable upon exercise of 5,177 H Warrants, 2,589 shares issuable upon exercise of 2,589 I Warrants, 21,837 shares of Common Stock and 78,267 shares issuable upon conversion of $24,263 principal amount of Class C Debentures currently owned by Mr. Filoon. For purposes of this Schedule 13D, such 324,206 shares of Common Stock comprise 1.13% of the issued and outstanding shares of the Common Stock based on information provided by the Company. Mr. Filoon shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. Eugene A. Trainor III Mr. Trainor beneficially owns 162,112 shares of Common Stock comprised of 51,374 shares issuable upon conversion of $21,406 principal amount of Debentures and 8,407shares issuable upon conversion of the paid-in-kind interest payments received on such Debentures as of October 15, 1998, 48,387 shares issuable upon exercise of 48,387 G Warrants, 2,589 shares issuable upon exercise Page 25 of 149 of 2,589 H Warrants, 1,294 shares issuable upon exercise of 1,294 I Warrants, 10,920 shares of Common Stock and 39,140 shares issuable upon conversion of $12,133 principal amount of Class C Debentures currently owned by Mr. Trainor. For purposes of this Schedule 13D, such 162,112 shares of Common Stock comprise .57% of the issued and outstanding shares of the Common Stock based on information received from the Company. Mr. Trainor shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. Richard S. Fuld, Jr. Mr. Fuld beneficially owns 486,314 shares of Common Stock comprised of 154,120 shares issuable upon conversion of $64,217 principal amount of Debentures and 25,222 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 145,161 shares issuable upon exercise of 145,161 G Warrants, 7,766 shares issuable upon exercise of 7,766 H Warrants, 3,883 shares issuable upon exercise of 3,883 I Warrants, 32,756 shares of Common Stock and 117,406 shares issuable upon conversion of $36,396 principal amount of Class C Debentures currently owned by Mr. Fuld. For purposes of this Schedule 13D, such 486,314 shares of Common Stock comprise 1.70% of the issued and outstanding shares of the Common Stock based on information received from the Company. Mr. Fuld shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. Cramer Rosenthal McGlynn, LLC Cramer Rosenthal beneficially owns 19,166,955 shares of Common Stock comprised of (i) 105,311 shares issuable upon conversion of $43,883 principal amount of Debentures and 17,332 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 299,319 shares issuable upon exercise of 299,319 G Warrants, 5,306 shares issuable upon exercise of 5,306 H Warrants, and 2,654 shares issuable upon exercise of 2,654 I Warrants currently owned by Cramer Rosenthal and (ii) 18,737,033 shares of Common Stock currently held by the other Reporting Persons, by virtue of Cramer Rosenthal's position as investment advisor to each such Reporting Person with respect to such shares. For purposes of this Schedule 13D, such 19,166,955 shares of Common Stock comprise 41.27% of the issued and outstanding shares of the Common Stock based on information received from the Company. Page 26 of 149 Cramer Rosenthal has the sole power to vote and dispose of 429,924 shares directly held by it and shared power to vote and dispose of the 18,737,033 shares held by the other Reporting Persons. McGlynn Family Partnership McGlynn Family beneficially owns 324,206 shares of Common Stock comprised of 102,748 shares issuable upon conversion of $42,452 principal amount of Debentures and 16,814 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 96,774 shares issuable upon exercise of 96,774 G Warrants, 5,177 shares issuable upon exercise of 5,177 H Warrants, and 2,589 shares issuable upon exercise of 2,589 I Warrants, 21,836 shares of Common Stock and 78,267 shares issuable upon conversion of $24,263 principal amount of Class C Debentures currently owned by McGlynn Family. For purposes of this Schedule 13D, such 324,206 shares of Common Stock comprise 1.13% of the issued and outstanding shares of the Common Stock based on information received from the Company. McGlynn Family shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. Edward J. Rosenthal KEOGH Rosenthal KEOGH beneficially owns 324,206 shares of Common Stock comprised of 102,748 shares issuable upon conversion of $42,452 principal amount of Debentures and 16,814 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 96,775 shares issuable upon exercise of 96,775 G Warrants, 5,177 shares issuable upon exercise of 5,177 H Warrants, 2,589 shares issuable upon exercise of 2,589 I Warrants, 21,836 shares of Common Stock and 78,267 shares issuable upon conversion of $24,263 principal amount of Class C Debentures currently owned by Rosenthal KEOGH. For purposes of this Schedule 13D, such 324,206 shares of Common Stock comprise 1.13% of the issued and outstanding shares of the Common Stock based on information received from the Company. Rosenthal KEOGH shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. L.A.D. Equity Partners, L.P. L.A.D. Equity beneficially owns 693,299 shares of Common Stock comprised of 317,702 shares issuable upon conversion of $132,386 principal amount of Debentures and 52,354 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 299,231 shares issuable upon exercise of 299,231 G Warrants, 16,008 shares issuable upon Page 27 of 149 exercise of 16,008 H Warrants and 8,004 shares issuable upon exercise of 8,004 I Warrants. For purposes of this Schedule 13D, such 693,299 shares of Common Stock comprise 2.44% of the issued and outstanding shares of the Common Stock based on information received from the Company. L.A.D. Equity shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. CRM 1997 Enterprise Fund, LLC CRM 1997 beneficially owns 2,102,237 shares of Common Stock comprised of 980,962 shares issuable upon conversion of $408,767 principal amount of Debentures and 123,204 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 923,930 shares issuable upon exercise of 923,930 G Warrants, 49,428 shares issuable upon exercise of 49,428 H Warrants, and 24,713 shares issuable upon exercise of 24,713 I Warrants currently owned by CRM 1997. For purposes of this Schedule 13D, such 2,102,237 shares of Common Stock comprise 6.88% of the issued and outstanding shares of the Common Stock based on information received from the Company. CRM 1997 shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. CRM 1998 Enterprise Fund, LLC CRM 1998 beneficially owns 2,722,897 shares of Common Stock comprised of 593,972 shares of Common Stock and 2,128,925 shares issuable upon conversion of $659,967 principal amount of Class C Debentures currently owned by CRM 1998. For purposes of this Schedule 13D, such 2,722,897 shares of Common Stock comprise 8.9% of the issued and outstanding shares of the Common Stock based on information received from the Company. CRM 1998 shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. CRM Partners, L.P. CRM Partners beneficially owns 1,771,532 shares of Common Stock comprised of 805,051 shares issuable upon conversion of $335,465 principal amount of Debentures and 147,389 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 758,245 shares issuable upon exercise of 758,245 G warrants, 40,565 shares issuable upon Page 28 of 149 exercise of 40,565 H Warrants, and 20,282 shares issuable upon exercise of 20,282 I Warrants currently owned by CRM Partners. For purposes of this Schedule 13D, such 1,771,532 shares of Common stock comprise 5.86% of the issued and outstanding shares of the Common Stock based on information received from the Company. CRM Partners shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. CRM Retirement Partners, L.P. CRM Retirement beneficially owns 984,182 shares of Common stock comprised of 447,250 issuable upon conversion of $186,369 principal amount of Debentures and 81,880 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 421,248 shares issuable upon exercise of 421,428 G Warrants, 22,536 shares issuable upon exercise of 22,536 H Warrants, and 11,268 shares issuable upon exercise of 11,268 I Warrants currently owned by CRM Retirement. For purposes of this Schedule 13D, such 984,182 shares of Common stock comprise 3.34% of the issued and outstanding shares of the Common Stock based on information received from the Company. CRM Retirement shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. CRM Madison Partners, L.P. CRM Madison beneficially owns 984,182 shares of Common Stock comprised of 447,250 shares issuable upon conversion of $43,858 principal amount of Debentures and 81,880 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 421,248 shares issuable upon exercise of 421,248 G Warrants, 22,536 shares issuable upon exercise of 22,536 H Warrants, and 11,268 shares issuable upon exercise of 11,268 I Warrants currently owned by CRM Madison. For purposes of this Schedule 13D, such 984,182 shares of Common Stock comprise 3.34% of the issued and outstanding shares of the Common Stock based on information received from the Company. CRM Madison shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. CRM U.S. Value Fund, Ltd. CRM U.S. Value beneficially owns 336,152 shares of Common Stock comprised of 154,120 shares issuable upon conversion of $64,217 principal amount of Page 29 of 149 Debentures and 25,222 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 145,161 shares issuable upon exercise of 145,161 G Warrants, 7,766 shares issuable upon exercise of 7,766 H Warrants, and 3,883shares issuable upon exercise of 3,883 I Warrants currently owned by CRM U.S. Value. For purposes of this Schedule 13D, such 336,152 shares of Common Stock comprise 1.17% of the issued and outstanding shares of the Common Stock based on information received from the Company. CRM U.S. Value shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. A.C. Israel Enterprise, Inc. A.C. Israel beneficially owns 3,242,098 shares of Common Stock comprised of 1,027,480 shares issuable upon conversion of $428,117 principal amount of Debentures and 168,154 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 967,742 shares issuable upon exercise of 967,742 G Warrants, 51,772 shares issuable upon exercise of 51,772 H Warrants, 25,886 shares issuable upon exercise of 25,886 I Warrants, 218,372 shares of Common Stock and 782,692 shares issuable upon conversion of $242,635 principal amount of Class C Debentures currently owned by A.C. Israel. For purposes of this Schedule 13D , such 3,242,098 shares of Common Stock comprise 10.29% of the issued and outstanding shares of the Common Stock, based on information received from the Company. A.C. Israel shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. CRM-EFO Partners, L.P. CRM-EFO beneficially owns 810,523 shares of Common Stock comprised of 256,870 shares issuable upon conversion of $107,029 principal amount of Debentures and 42,038 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 241,936 shares issuable upon exercise of 241,936 G Warrants, 12,943 shares issuable upon exercise of 12,943 H Warrants, and 6,471 shares issuable upon exercise of 6,471 I Warrants, and 54,592 shares of Common Stock and 195,673 shares issuable upon conversion of $60,659 principal amount of Class C Debentures currently owned by CRM-EFO. For purposes of this Schedule 13D, such 810,523 shares of Common Stock comprise 2.77% of the issued and outstanding shares of the Common Stock. CRM-EFO shares the power to vote and dispose of all such securities with Cramer Rosenthal, its investment advisor with respect to such shares. Page 30 of 149 The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. In the event such a "group" is deemed to exist between the Reporting Persons, the "group" beneficially owns 19,166,965 shares of Common Stock, comprised of 6,185,426 shares issuable upon conversion of $2,577,467 principal amount of Debentures and 1,012,279 shares issuable upon conversion of the paid-in-kind interest payments accrued on such Debentures as of October 15, 1998, 6,025,937 shares issuable upon exercise of 6,025,937 G Warrants, 311,638 shares issuable upon exercise of 311,638 H Warrants, 155,834 shares issuable upon conversion of 155,834 I Warrants, 1,194,492 shares of Common Stock and 4,281,329 shares issuable upon conversion of $1,400,000 principal amount of Class C Debentures currently owned by the Reporting Persons. For purposes of this Schedule 13D, such 19,166,965 shares of Common Stock comprise 41.27% of the issued and outstanding shares of Common Stock, based on information received from the Company. In the event a "group" is deemed to exist between the Reporting Persons within the meaning of 13(d)(3) of the Exchange Act, for purposes of this Schedule 13D each Reporting Person (other than Cramer Rosenthal) would be deemed to possess shared power to vote and dispose of the Common Stock held by such Reporting Person directly, with Cramer Rosenthal, the investment advisor to each such Reporting Person, and shared power to vote and dispose of the remainder of Common Stock of the Company beneficially owned by the "group". Cramer Rosenthal would be deemed to possess sole power to vote and dispose of the Common Stock directly held by it, and shared power to vote and dispose of the remainder of Common Stock beneficially owned by the "group". Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Item 6 is hereby amended and restated to read as follows: In accordance with the terms of the Class C Debentures, from and after the earliest of (i) January 31, 1999, (ii) the consummation of a Qualifying Offering (as defined therein), or (iii) the date of any repayment notice given by the Company pursuant to Section 2(d) thereof, any holder of the Class C Debentures has the right, exercisable at his, her or its option at any time during which the principal amount of such Class C Debenture is outstanding, to convert the Class C Debenture, into a number of fully paid and non-assessable shares equal to (i) the result obtained by dividing the stated principal amount of the Class C Debenture by the conversion rate established for any equity security issued in a Qualifying Offering (as defined in the Class C Debenture), if the Class C Debenture is converted on or after the consummation of a Qualifying Offering, or (ii) if no Qualifying Offering has occurred on or prior to such conversion, the result obtained by dividing the stated principal amount of the Class C Debenture by (X) $0.52 per share if the Class C Debenture is converted on or prior to January 31, 1999, (Y) $0.45 per share if the Class C Debenture is converted on or after February 1, 1999 and on or prior to April 30, 1999, or (Z) $0.31 per share if the Class C Debenture is converted on or after May 1, 1999. The respective Page 31 of 149 conversion prices set forth above are subject to adjustment in certain circumstances as provided in the Class C Debenture. Pursuant to a Registration Rights Agreement (the "Registration Rights Agreement"), dated as of October 1998, the Company has agreed to provide certain registration rights to investors (including certain Reporting Persons) in the Class C Debentures purchased pursuant to the Second Purchase Agreement. Reference is made to Item 1 above regarding the Debentures, the G Warrants, the H Warrants and the I Warrants. Reference is made to Item 4 above regarding certain arrangements relating to transfer or voting of securities. Except as set forth elsewhere in this Schedule 13D, the Reporting Persons do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any such securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended as follows: 4. Form of Debenture, 5. Form of Class C Debenture. 6. Form of G Warrant. 7. Form of H Warrant. 8. Form of I Warrant. 9. Registration Rights Agreement Page 32 of 149 SIGNATURE After reasonable inquiry, and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: November 2, 1998 CRAMER ROSENTHAL McGLYNN, LLC By: /s/ Michael Marrone - ------------------------------------ Name: Michael Marrone Title: Principal Director of Operations L.A.D. EQUITY PARTNERS, L.P By: Flint Investments, Inc. its General Partner By: /s/ Arthur J. Pergament - ------------------------------------ Name: Arthur J. Pergament Title: Vice President /s/ Gerald B. Cramer - --------------------------------------- Gerald B. Cramer /s/ Edward. J. Rosenthal - --------------------------------------- Edward J. Rosenthal, Keogh CRM 1997 ENTERPRISE FUND, LLC By: Cramer Rosenthal McGlynn, LLC its Managing Member By: /s/ Michael Marrone - ------------------------------------ Name: Michael Marrone Title: Principal Director of Operations Page 33 of 149 CRM 1998 ENTERPRISE FUND, LLC By: Cramer Rosenthal McGlynn, LLC, its General Partner By: /s/ Michael Marrone - ------------------------------------ Name: Michael Marrone Title: Principal Director of Operations CRM PARTNERS, L.P. By: CRM Management, Inc. its General Partner By: /s/ Michael Marrone - ------------------------------------ Name: Michael Marrone Title: Vice President CRM RETIREMENT PARTNERS, L.P. By: CRM Management, Inc. its General Partner By: /s/ Michael Marrone - ------------------------------------ Name: Michael Marrone Title: Vice President CRM MADISON PARTNERS, L.P. By: CRM Management, Inc. its General Partner By: /s/ Michael Marrone - ------------------------------------ Name: Michael Marrone Title: Vice President Page 34 of 149 CRM U.S. VALUE FUND, LTD. By: CRM Management, Inc. its General Partner By: /s/ Eugene A. Trainor - ------------------------------------ Name: Eugene A. Trainor Title: Senior Vice President A C. ISRAEL ENTERPRISES, INC. By: /s/ Jay Howard - ------------------------------------ Name: Jay Howard Title: CRM-EFO PARTNERS, L.P. By: CRM-EFO Investments, LLC, its General Partner By: CRM Management Inc., its Managing Member By: /s/ Michael Marrone - ------------------------------------ Name: Michael Marrone Title: Vice President RICHARD S. FULD, JR. By: Cramer Rosenthal McGlynn, LLC, Attorney-in-Fact By: /s/ Michael Marrone - ------------------------------------ Name: Michael Marrone Title: Principal Director of Operations Page 35 of 149 McGLYNN FAMILY PARTNERSHIP By: Cramer Rosenthal McGlynn, LLC, Attorney-in-Fact By: /s/ Michael Marrone - ------------------------------------ Name: Michael Marrone Title: Principal Director of Operations Page 36 of 149 Exhibit Index Sequential Exhibit No. Description Page No. - ----------- ----------- -------- 4. Form of Debenture, 5. Form of Class C Debenture. 6. Form of G Warrant. 7. Form of H Warrant. 8. Form of I Warrant. 9. Registration Rights Agreement Page 37 of 149 EX-4 2 FORM OF DEBENTURE EXHIBIT 4 FORM OF DEBENTURE Page 38 of 149 EXHIBIT 4 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND CANNOT BE SOLD OR TRANSFERRED UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION UNDER SUCH ACT OR LAWS IS AVAILABLE. THE TRANSFERABILITY OF THESE SECURITIES IS FURTHER SUBJECT TO THE PROVISIONS OF A PURCHASE AGREEMENT DATED AS OF JULY 29, 1997 AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN. CLASS A 13% CONVERTIBLE SENIOR SUBORDINATED PAY-IN-KIND DEBENTURE DUE 1999 July 29, 1997 LOGIMETRICS, INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of ____________ (together with its, his or her successors and assigns, the "Holder") the principal amount of $__________ Dollars ($_________)in lawful money of the United States, together with interest thereon calculated from the date hereof and payable in accordance with the provisions of this debenture ("Debenture"). By accepting this Debenture, the Holder agrees that the obligations of the Company to the Holder under this Debenture shall be subordinated only to the Senior Debt (as hereinafter defined) of the Company, all upon the terms set forth in paragraph 4 hereof. This Debenture may be surrendered for transfer or exchange by the Holder hereof upon surrender of this Debenture, together with a properly completed bond power or other instrument of transfer, and any required signature guarantees, at the office of the Company set forth in Section 11 hereof. Upon proper surrender, the Company shall issue one or more replacement Debentures of like tenor registered in the names and in the denominations requested by the surrendering Holder and dated the date of issuance thereof; provided, however, that (i) appropriate adjustments shall be made to reflect the date of issue and principal amount of each such replacement Debenture, (ii) the aggregate principal amount of all Debentures, excluding Accrued Interest Debentures (as defined below), shall be limited to $3,583,333, and (iii) no Debenture shall be issued in a principal amount of less than $50,000 unless in connection with a transfer resulting from the complete liquidation of the original Holder of this Debenture. All Debentures shall rank pari passu. 1. Payment of Interest. Subject to subparagraph 6(c)(xviii)(C) hereof, interest will accrue from the date hereof at the rate of thirteen percent (13%) per annum on the unpaid principal amount of this Debenture outstanding from time to time on the basis of a 360-day year for the actual number of days elapsed. Subject to paragraph 4 hereof, the Company will pay to the Holder all accrued and unpaid interest on this Debenture on October 15, 1997 and quarterly thereafter, in arrears, on the 15th day of January, the 15th day of April, the 15th day of July and the 15th day of October (each, an "Interest Payment Date") to and including the earlier to occur of the Conversion Date (hereinafter defined) or the Due Date (hereinafter defined). Interest will Page 39 of 149 accrue at the greater of the Default Rate (hereinafter defined) and the rate of fifteen percent (15%) per annum on any principal payment past due under this Debenture and, unless prohibited under applicable law (and if so prohibited then only to the extent not so prohibited), on any interest which has not been paid on the date on which it is due and payable (without giving effect to any applicable grace periods or paragraph 4 hereof) until such time as payment therefor is actually delivered to the Holder. On each Interest Payment Date other than the Due Date (as defined below), in payment of the interest due on this Debenture on such Interest Payment Date, the Company shall deliver to the Holder of this Debenture a new Debenture (an "Accrued Interest Debenture"), in the form of this Debenture, dated such Interest Payment Date (and bearing interest from such Interest Payment Date) and having a principal amount corresponding to the interest due on this Debenture on such Interest Payment Date. On the Due Date, in payment of the interest due on this Debenture on such date, the Company shall deliver, at the option of the Holder, either (a) a cash payment in such amount, or (b) the number of shares of Common Stock, par value $.01 per share ("Common Stock"), into which Accrued Interest Debentures would be convertible pursuant to Section 6 hereof if Accrued Interest Debentures had been issued to the Holder on the Due Date in payment of such interest and such Accrued Interest Debentures were converted by the Holder immediately thereafter. Unless the Holder gives the Company not less than 10 days' prior written notice of the exercise of such option, the Holder shall be deemed to have irrevocably elected to receive payment of such interest in cash on the Due Date. Any exercise or deemed exercise of such option shall be binding on any subsequent Holder of this Debenture. 2. Payment of Principal on Debenture. (a) Scheduled Payments. The Company will repay the principal amount of this Debenture on July 29, 1999 ("Due Date"). (b) Optional Prepayment. At any time after April 29, 1998, provided that the Registration Statement (hereinafter defined) is effective and available for sales of Registrable Securities (hereinafter defined) thereunder, the Company may at any time hereafter prepay, without premium or penalty, all (but not less than all) of the outstanding principal amount of the Debentures (including, for this purpose, the Accrued Interest Debentures), together with interest accrued on such prepaid amount to the date of payment; provided (i) the average closing price of the Company's Common Stock on days the Common Stock traded during the 120-day period immediately preceding the date of the notice provided for in paragraph (c) hereinbelow shall have been not less than $5.00, and (ii) the closing price of the Common Stock for each of the 30 trading days immediately preceding the date of such notice shall have been not less than $5.00, adjusted in each case for stock splits, stock dividends or other similar transactions affecting the price of the Common Stock. All such prepayments shall be applied pro rata to all of the Debentures. At the option of the Holder, interest accrued on the prepaid amount to the date of payment shall be paid either (a) in cash or (b) by the issuance by the Company to the Holder of shares of Common Stock into which Accrued Interest Debentures would be convertible pursuant to Section 6 hereof if Accrued Interest Debentures had been issued to the Holder on such date in payment of such interest and such Accrued Interest Debentures were converted by the Holder immediately thereafter. Unless the Holder gives the Company not less than 10 days' prior written notice of the exercise of such option, the Holder shall be deemed to have irrevocably elected to receive payment of such interest in cash. Any exercise or deemed exercise of such option shall be binding on any subsequent Holder of this Debenture. Page 40 of 149 (c) Notice of Prepayment. The Company will give written notice of its election to prepay this Debenture to the Holder in person or by registered or certified mail, return receipt requested, at least thirty (30) and not more than forty-five (45) days prior to the date of prepayment. On the date of prepayment specified in the Company's notice, the Company will deliver to the Holder of this Debenture in person or by registered or certified mail, return receipt requested, a cashier's or certified check for the entire outstanding principal amount being prepaid, together with all accrued interest thereon through the date of prepayment. 3. Intentionally Omitted. 4. Subordination. The Company's payment, whether voluntary or involuntary, whether in cash, property, securities or otherwise and whether by application of offset or otherwise (hereinafter "Payment") of any of its obligations under this Debenture, other than the issuance of Accrued Interest Debentures, shall be subject to the following restrictions: (a) Subordination to Senior Debt. Anything in this Debenture to the contrary notwithstanding, the obligations of the Company in respect of the principal of and interest (including any premium or penalty) on this Debenture and any other amounts due under this Debenture (the "Subordinated Debt") shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to the Senior Debt. "Senior Debt", when used with respect to the Company, means (i) the Company's indebtedness to North Fork Bank ("Bank") under (A) that certain $640,000.04 Restated and Amended Term Loan Note, dated April 25, 1997, and (B) that certain $2,200,000 Sixth Restated and Amended Revolving Credit Note, dated April 25, 1997, in each case, together with interest thereon and (ii) renewals, extensions, refinancings, deferrals, restructurings, amendments, modifications and waivers of the indebtedness described in clause (i) above. (b) Default on Senior Debt. So long as the Senior Debt has not been paid in full, if there shall occur a default in the payment when due of any amount due and owing on account of Senior Debt (any of the foregoing being a "Senior Debt Default") then, from and after the receipt of written notice thereof from the holder of Senior Debt unless and until such Senior Debt Default shall have been remedied or waived the Company will not make any Payment on any Subordinated Debt, and the Holders of Subordinated Debt will not receive or accept any direct or indirect Payment in respect thereof, and the Company may not redeem or otherwise acquire any Subordinated Debt. (c) Changes in Senior Debt. Any holder of Senior Debt may, at any time and from time to time, without the consent of, or notice to, the Holder and without incurring responsibility to the Holder, and without impairing or releasing the obligations of the Holder hereunder: (i) Change the manner, place or terms of payment or change or extend the time of payment of or renew or alter the Senior Debt or any portion thereof; provided, however, that without the written consent of the Majority Holders (hereinafter defined) the principal amount of and interest rate applicable from time to time to Senior Debt may not be increased (other than pursuant to the terms of the Senior Debt as such terms existed on the date of issuance hereof); Page 41 of 149 (ii) Sell, exchange, release or otherwise deal with any collateral securing the Senior Debt or any other property by whomsoever at any time pledged or mortgaged to secure, or however securing, the Senior Debt or any portion thereof; and (iii) Apply any sums by whomsoever paid or however released to the Senior Debt or any portion thereof. (d) Consent to Senior Debt. By acceptance of this Debenture, the Holder hereby consents to the making of Senior Debt and hereby acknowledges that each current and future holder of Senior Debt has relied, and in the future will rely, upon the terms of this Debenture. The holders of Senior Debt shall have no liability to the Holder and the Holder hereby waives any claim which it may have now or hereafter against any holder of Senior Debt arising from any and all actions which any holder of Senior Debt may take or omit to take in good faith with regard to the Senior Debt or its rights or obligations hereunder. (e) Payments in Trust. Until the Senior Debt has been repaid in full, in the event the Holder shall receive any Payment in contravention of the provisions of this paragraph 4 including, Payments arising under the subordination provisions of any other indebtedness of the Company, the Holder shall hold all such Payments so received in trust for the holders of Senior Debt and shall forthwith turn over all such Payments to the holders of Senior Debt in the form received (except for the endorsement or assignment of the Holder as necessary, without recourse or warranty) to be applied to payment of the Senior Debt whether or not then due and payable. Any Payment so received in trust and turned over to the holders of Senior Debt shall not be deemed a Payment in satisfaction of the Subordinated Debt by the Company. (f) Payment in full of Senior Debt; Subrogation. If any Payment to which a Holder of Subordinated Debt would otherwise have been entitled but for the provisions of this paragraph 4 shall have been applied, pursuant to the provisions of this paragraph 4, to the payment of Senior Debt, then and in such case, the Holder of the Subordinated Debt (i) shall be entitled to receive from the holders of Senior Debt at the time outstanding any payments or distributions received by such holders of Senior Debt in excess of the amount sufficient to pay all Senior Debt in cash in full (whether or not then due), and (ii) following payment of the Senior Debt in full, shall be subrogated to any right of the holders of Senior Debt to receive any and all further payments or distributions applicable to Senior Debt, until all the Subordinated Debt shall have been paid in full. If the Holder of the Subordinated Debt shall have been subrogated to the rights of the holders of Senior Debt due to the operation of this paragraph 4(f), the Company agrees to take all such reasonable actions as are requested by such Holders of the Subordinated Debt in order to cause such Holders to be able to obtain payments from the Company with respect to such subrogation rights as soon as possible. (g) No Impairment of the Company's Obligations. Nothing contained in this paragraph 4, as between the Company and the Holder of this Debenture, shall impair the obligation of the Company, which is absolute and unconditional, to pay to the Holder the principal of and interest on this Debenture as and when the same shall become due and payable in accordance with the terms hereof. (h) Advances in Reliance. The Holder of this Debenture, by its acceptance hereof, agrees that each holder of Senior Debt has advanced funds or may in the future advance funds in reliance upon the terms and conditions hereof. Page 42 of 149 (i) Non-Waiver of Rights. No right of any holder of Senior Debt to enforce its right of subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company, or by any act or failure to act by any such holder, or by any non-compliance by the Company with the terms, provisions and covenants of this Debenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. (j) Recaptured Payments. Any Payments received by a holder of Senior Debt from the Company or the Holder which, in connection with an Insolvency Event or Proceeding (hereinafter defined), is required to be remitted to the payor or the bankrupt estate shall not be deemed a Payment to such holder of Senior Debt for all purposes hereunder. 5. Security. The obligations of the Company to the Holder of this Debenture (including the obligation to pay the Accrued Interest Debentures when due) are secured by certain Collateral to the extent provided in the Amended and Restated Security Agreement, dated as of March 7, 1996, as amended and restated as of July 29, 1997 ("Security Agreement"), made by the Company in favor of Holders of the Debentures. In addition to all rights and remedies provided herein, Holders of the Debentures are entitled to the benefits provided in the Security Agreement. By accepting this Debenture, the Holder hereof agrees to be bound by the terms of the Security Agreement. 6. Conversion Rights. (a) The Holder of this Debenture has the right (the "Conversion Right"), exercisable at his, her or its option at any time during which the principal amount of this Debenture is outstanding, to convert this Debenture, but only in whole, into Written (Share) shares of Common Stock, subject to adjustment in certain circumstances as provided herein. (b) The Conversion Right is exercisable upon surrender of this Debenture, together with a conversion notice, in the form attached hereto as Exhibit A, duly executed and completed, evidencing the election of the Holder to exercise the Conversion Right, at the Company's principal office at 50 Orville Drive, Bohemia, New York 11716. The registered owner of this Debenture shall become the record holder of the shares of Common Stock issuable upon conversion as of the date of exercise of the Conversion Right (the "Conversion Date"). The shares issued in connection with the Conversion Right shall be registered initially in the name of the Holder, and delivered to the Holder no later than two (2) business days after receipt of a properly completed conversion notice. Upon conversion, the Company shall pay to the Holder accrued but unpaid interest on this Debenture up to, but excluding, the Conversion Date. At the option of the Holder, such accrued but unpaid interest shall be paid either (a) in cash or (b) by the issuance by the Company to the Holder of shares of Common Stock into which Accrued Interest Debentures would be convertible pursuant to Section 6 hereof if Accrued Interest Debentures had been issued to the Holder on such date in payment of such interest and such Accrued Interest Debentures were converted by the Holder immediately thereafter. Unless the Holder gives the Company not less than 10 days' prior written notice of the exercise of such option, the Holder shall be deemed to have irrevocably elected to receive payment of such interest in cash. Any exercise or deemed exercise of such option shall be binding on any subsequent Holder of this Debenture. Page 43 of 149 (c) In case, at any time or from time to time after the date of issuance of this Debenture ("Issuance Date"), the Company shall issue or sell shares of its Common Stock (other than any Common Stock issuable upon the exercise or conversion of (i) the Debentures (and any replacement Debenture or Debentures issued upon transfer or exchange of this Debenture), (ii) any Accrued Interest Debentures (and any replacement Accrued Interest Debenture or Accrued Interest Debentures issued upon transfer or exchange of the Accrued Interest Debentures), (iii) the Company's Amended and Restated Class B 13% Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Class B Debentures") (and any replacement Class B Debenture or Class B Debentures issued upon transfer or exchange of the Class B Debentures), (iv) any additional securities issued in lieu of cash interest otherwise payable on the Class B Debentures (the "Class B Accrued Interest Debentures") (and any replacement Class B Accrued Interest Debenture or Class B Accrued Interest Debentures issued upon transfer or exchange of the Class B Accrued Interest Debentures), (v) securities outstanding on the date hereof, (vi) awards made pursuant to the Company's Stock Compensation Program (the "Plan"), (vii) awards made pursuant to any incentive compensation plan or arrangement approved by the Company's Board of Directors or by the Compensation Committee of the Company's Board of Directors, (viii) the Company's Series G Warrants, (ix) the Company's Series H Warrants, or (x) the Company's Series I Warrants) (such securities, collectively, the "Subject Securities") for a consideration per share less than $.52 per share ("Trigger Price"), or, if a Pro Forma Adjusted Trigger Price (hereinafter defined) shall be in effect as provided below in this paragraph (c), then less than such Pro Forma Adjusted Trigger Price per share, then and in each such case the Holder of this Debenture, upon the conversion hereof as provided in paragraph (a) hereof, shall be entitled to receive, in lieu of the shares of Common Stock theretofore receivable upon the conversion of this Debenture, a number of shares of Common Stock determined by (a) dividing the Trigger Price by a Pro Forma Adjusted Trigger Price per share to be computed as provided below in this paragraph (c), and (b) multiplying the resulting quotient by the number of shares of Common Stock into which this Debenture is then convertible. A Pro Forma Adjusted Trigger Price per share shall be the price computed (to the nearest cent, a fraction of half cent or more being considered a full cent): by dividing (i) the sum of (x) the result obtained by multiplying the number of shares of Common Stock of the Company outstanding immediately prior to such issue or sale by the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, by such Price), and (y) the consideration, if any, received by the Company upon such issue or sale, by (ii) the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. For the purpose of this paragraph (c): (i) In case the Company splits its Common Stock or shall declare any dividend, or make any other distribution, upon any stock of the Company of any class payable in Common Stock, or in any stock or other securities directly or indirectly convertible into or exchangeable for Common Stock (any such stock or other securities being hereinafter called "Convertible Securities"), such split, declaration or distribution shall be deemed to be an issue or sale (as of the record date for such split, dividend or other distribution), without consideration, of such Common Stock or such Convertible Securities, as the case may be. Page 44 of 149 (ii) In case the Company shall issue or sell any Convertible Securities other than the Subject Securities, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock of the Company issuable upon the conversion or exchange of all such Convertible Securities. If the price per share so determined shall be less than the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, less than such Price) as of the date of such issue or sale, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, payable to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the Pro Forma Adjusted Trigger Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the conversion or exchange of such Convertible Securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all such Convertible Securities which shall have been converted or exchanged. (iii) In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock of any class other than the Subject Securities, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, by (b) the maximum number of shares of Common Stock issuable upon the exercise of such rights or options. If the price per share so determined shall be less than the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, less than such Price) as of the date of such issue or sale, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, payable to the Company upon the exercise thereof, the Pro Forma Adjusted Page 45 of 149 Trigger Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised. (iv) In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Convertible Securities other than the Subject Securities, such Convertible Securities shall be deemed, for the purposes of subparagraph (iii) above, to have been issued or sold for the total amount received or receivable by the Company as consideration for the granting of such rights or options plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, provided that, upon the expiration of such rights or options, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made upon the basis that the only Convertible Securities so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised. (v) In case any shares of stock or other securities, other than Common Stock of the Company, shall at any time be receivable upon the conversion of this Debenture, and in case any additional shares of such stock or any additional such securities (or any stock or other securities convertible into or exchangeable for any such stock or securities) shall be issued or sold for a consideration per share such as to dilute the purchase rights evidenced by this Debenture, then and in each such case the Pro Forma Adjusted Trigger Price per share shall forthwith be adjusted, substantially in the manner provided for above in this paragraph (c), so as to protect the Holder of this Debenture against the effect of such dilution. (vi) In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, after deducting any expenses incurred and any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale. (vii) In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this paragraph (c), the Board of Directors of the Company shall promptly determine the fair Page 46 of 149 value of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph (vii), it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Debenture a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms. (viii) In case the Company shall take a record of the holders of shares of its stock of any class for the purpose of entitling them (a) to receive a dividend or a distribution payable in Common Stock or in Convertible Securities, or (b) to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the Common Stock issued or sold or deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution, or the date of the granting of such rights of subscription, purchase or other acquisition, as the case may be. (ix) The number of shares of Common Stock outstanding at any given time shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock, but shall exclude shares in the treasury of the Company. (x) Following each computation or readjustment of a Pro Forma Adjusted Trigger Price as provided in this paragraph (c), the newly computed or adjusted Pro Forma Adjusted Trigger Price shall remain in effect until a further computation or readjustment thereof is required by this paragraph (c). (xi) In case at any time or from time to time after the Issuance Date the holders of the Common Stock of the Company of any class (or any other shares of stock or other securities at the time receivable upon the exercise of this Debenture) Page 47 of 149 shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive: (A) other or additional stock or other securities or property (other than cash) by way of dividend; (B) any cash paid or payable out of capital or paid-in surplus or surplus created as a result of a revaluation of property by way of dividend; or (C) other or additional (or less) stock or other securities or property (including cash) by way of stock-split, spin-off, split-off, split-up, reclassification, combination of shares or similar corporate rearrangement; (other than additional shares of Common Stock issued to holders of Common Stock as a stock dividend or stock-split, adjustments in respect of which shall be covered by the provisions of this paragraph (c)), then in each case the Holder of this Debenture, upon the conversion hereof as provided in paragraph (a) hereof, shall be entitled to receive, in lieu of, or in addition to, as the case may be, the shares theretofore receivable upon the conversion of this Debenture, the amount of stock or other securities or property (including cash in the cases referred to in clauses (B) and (C) above) which such Holder would hold on the date of such exercise if, on the Issuance Date, he, she or it had been the holder of record of the number of shares of Common Stock of the Company into which this Debenture is convertible and had thereafter, during the period from the Issuance Date to and including the date of such conversion, retained such shares and/or all other or additional (or less) stock or other securities or property (including cash in the cases referred to in clauses (B) and (C) above) receivable by him, her or it as aforesaid during such period, giving effect to all adjustments called for during such period by paragraph (c) and subparagraph (xii) hereof. (xii) In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time deliverable on the conversion of this Debenture) after the date hereof, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all its assets to another corporation, then and in each such case the Holder of this Debenture, upon the conversion hereof as provided in paragraph (a) hereof, at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had converted this Debenture immediately prior thereto, all subject to further adjustments as provided for herein; in each such case, the terms of this Debenture shall be applicable to the shares of stock or other securities or property receivable upon the conversion of this Debenture after such consummation. (xiii) The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Debenture, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder hereof against dilution or other impairment. Without limiting the generality of the foregoing, the Company will not increase the par value of any shares of Page 48 of 149 stock receivable upon the conversion of this Debenture above the amount payable therefor upon such exercise, and at all times will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable stock upon the conversion of this Debenture. (xiv) In each case of an adjustment in the number of shares of Common Stock or other stock, securities or property receivable on the conversion of this Debenture, at the request of the Holder of this Debenture the Company at its expense shall promptly cause independent public accountants of recognized standing, selected by the Company, to compute such adjustment in accordance with the terms of this Debenture and prepare a certificate setting forth such adjustment and showing in detail the facts upon which such adjustment is based, including a statement of (A) the consideration received or to be received by the Company for any additional shares issued or sold or deemed to have been issued or sold, (B) the number of shares of Common Stock outstanding or deemed to be outstanding and (C) the Pro Forma Adjusted Trigger Price. The Company will forthwith mail a copy of each such certificate to the Holder of this Debenture. (xv) In case: (A) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or (B) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or (C) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Debenture a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the times, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Debenture) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up or (iii) the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock Page 49 of 149 or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specified. (xvi) The Company will at all times reserve and keep available, solely for issuance and delivery upon the conversion of this Debenture and other similar Debentures, such shares of Common Stock and other stock, securities and property as from time to time shall be issuable upon the exercise of this Debenture and all other similar Debentures at the time outstanding. (xvii) Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement in an amount reasonably satisfactory to it, or (in the case of mutilation) upon surrender and cancellation thereof, the Company will issue, in lieu thereof, a new Debenture of like tenor. (xviii) (A) On or prior to October 27, 1997, the Company will file a registration statement ("Registration Statement") with the Securities and Exchange Commission ("SEC") covering the shares of Common Stock issuable upon conversion of the Debentures and any Accrued Interest Debentures (and covering such other securities as the Company shall determine in its sole discretion) (collectively "Registrable Securities"), and will use its best efforts to cause the Registration Statement to become effective on or prior to the ninetieth day after such filing and to keep the Registration Statement effective until the earlier of (i) seven years from the date it is declared effective by the SEC, or (ii) the sale of all of the Registrable Securities. (B) The following provisions shall be applicable to the Registration Statement: (aa) The Company will use its best efforts to cause the Registration Statement to become effective as promptly as possible, and if any stop order shall be issued by the SEC in connection therewith to use its reasonable efforts to obtain the removal of such order. Following the effective date of the Registration Statement, the Company shall, upon the request of the Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Act, and other documents necessary or incidental to a public offering of the Registrable Securities, as shall be reasonably requested by the Holder to permit the Holder to make a public distribution of its, his or her Registrable Securities; provided, however, that by accepting this Debenture, the Holder agrees, if requested by the managing underwriter(s) in connection with an underwritten public offering of the Company's equity securities, to enter into a customary agreement with such managing underwriter(s) not to offer for sale or sell its, his or her Registrable Securities for up to 180 days after such offering. The Company will use its reasonable efforts to qualify the Registrable Securities for sale in such states as the holder of Registrable Securities shall reasonably request, provided that no such qualification will be required in any jurisdiction where, solely as a result thereof, the Company Page 50 of 149 would be subject to service of general process or to taxation or qualification as a foreign corporation doing business in such jurisdiction. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are expressly conditioned on the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request. (bb) The Company shall pay all expenses incurred in complying with the provisions of this subparagraph (xviii), including, without limitation, all registration and filing fees (including all expenses incident to filing with the National Association of Securities Dealers, Inc.), printing expenses, fees and disbursements of counsel to the Company, securities law and blue sky fees and expenses and the expenses of any regular and special audits incident to or required by any such registration. All underwriting discounts and selling commissions applicable to the sales of the Registrable Securities, and any state or federal transfer taxes payable with respect to the sales of the Registrable Securities and all fees and disbursements of counsel for the Holder, if any, in each case arising in connection with registration of the Registrable Securities shall be payable by the Holder. (cc) In connection with the registration of the Registrable Securities pursuant to this subparagraph (xviii), the Company shall indemnify and hold harmless the Holder, its affiliates, officers, directors, partners, employees, agents and representatives, each person, if any, who controls the Holder within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any person deemed to be an underwriter of the Registrable Securities and any person claiming by or through any of them (collectively, the "Indemnified Persons") from and against all losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising out of or are based upon any untrue statement of any material fact contained in the Registration Statement or alleged untrue statement, under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the Company in connection with such registration or qualification under such state securities or blue sky laws; and will reimburse the Indemnified Persons for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to any Indemnified Person to the extent that any such loss, claim, damage or liability arises out of or Page 51 of 149 is based upon an untrue statement or omission made in the Registration Statement, said preliminary prospectus or said final prospectus or said amendment or supplement or any document incident thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder. (dd) The Holder will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, each officer of the Company who signs the Registration Statement and each director of the Company from and against any and all such losses, claims, damages or liabilities arising from any untrue statement in, or omission from, the Registration Statement, any such preliminary or final prospectus, amendment, or supplement or document incident thereto if the statement or omission in respect of which such loss, claim, damage or liability is asserted was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Holder for use in connection with the preparation of the Registration Statement or such prospectus or amendment or supplement thereof. (ee) The reimbursements required by clauses (cc) and (dd) shall be made by periodic payments during the course of the investigation or defense as and when bills are received or expenses incurred; provided, however, that to the extent that an indemnified party receives periodic payments for legal or other expenses during the course of an investigation or defense, and such party subsequently received payments for such expenses from any other parties to the proceeding, such payments shall be used by the indemnified party to reimburse the indemnifying party for such periodic payments. Any party which proposes to assert the right to be indemnified under clause (cc) or (dd) will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against any indemnified party hereunder, notify each such indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served, but the failure to so notify such indemnifying party of any such action, suit or proceeding shall not relieve the indemnifying party from any obligation which it may have to any indemnified party hereunder unless and only to the extent that the indemnifying party is prejudiced by said lack of notice. In case any such action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expense, other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The Page 52 of 149 indemnified party shall have the right to employ its own counsel in any such action, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party, when and as incurred, unless (A) the employment of counsel by such indemnified party has been authorized by the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel), that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party, (C) the indemnified party shall have reasonably concluded (based on advice of counsel) that there may be a conflict of interest between the indemnifying party and the indemnified party in the conduct of defense of such action (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party), or (D) the indemnifying party shall not in fact have employed counsel to assume the defense of such action within 15 days after receipt of notice of such action. An indemnifying party shall not be liable for any settlement or any action or claim effected without its consent, which shall not be unreasonably withheld. (ff) If the indemnification provided for in this subparagraph (xviii) is unavailable to any indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth herein, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (gg) The Company and the Holder agree that it would not be just and equitable if contribution pursuant to clause (ff) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding any other provision hereof, in no event shall the contribution obligation of the Holder be greater in amount than the excess of (A) the dollar amount of net proceeds received by the Holder upon the sale of the securities giving rise to such contribution obligation over (B) the dollar amount of any damages that the Holder has Page 53 of 149 otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission giving rise to such obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (hh) Neither the filing of the Registration Statement by the Company pursuant to this Agreement nor the making of any request for prospectuses by the Holder shall impose upon the Holder any obligation to convert his, her or its Debentures or to sell his, her or its Registrable Securities. (ii) The Holder, upon receipt of notice from the Company that an event has occurred which requires a post-effective amendment to the Registration Statement or a supplement to the prospectus included therein, shall promptly discontinue the sale of his, her or its Registrable Securities until the Holder receives a copy of a supplemented or amended prospectus from the Company, which the Company shall provide as soon as practicable after such notice. (C) In the event (a) the Registration Statement is not filed by the Company with the SEC on or prior to October 27, 1997, or (b) the Registration Statement has not been declared effective by the SEC on or prior to January 25, 1998, the annual interest rate on the Debentures shall be the rate per annum ("Default Rate") which is 13% increased by one and one-half percent (1-1/2%) per annum for the first three (3) months immediately following the expiration of such ninety (90) day period or one hundred eighty (180) day period, as the case may be, and by an additional one-half of one percent (1/2%) per annum at the beginning of each subsequent thirty (30) day period thereafter, until such time as the requirements of clause (a) or (b) above, as the case may be, have been satisfied, at which time all increases in the interest rate borne by the Debentures resulting from the operation of this sentence shall terminate and the interest rate borne by the Debentures shall revert to the rate that otherwise would be in effect but for the operation of this sentence; provided, however, that in no event shall the interest rate borne by the Debentures exceed seventeen percent (17%) per annum pursuant to this sentence. 7. Covenants. (a) Affirmative Covenants: The Company will, and with respect to the agreements set forth in subsections (i) through (viii) hereof, will cause each subsidiary to: (i) with respect to its properties, assets and business, maintain insurance against loss or damage, to the extent that property, assets and businesses of similar character are usually so insured by companies similarly situated and operating like properties, assets or businesses with responsible insurance companies satisfactory to the Majority Holders said insurance to indicate the Agent (as defined in the Security Agreement) as an additional insured; Page 54 of 149 (ii) duly pay and discharge all taxes or other claims which might become a lien upon any of its properties except to the extent that such items are being in good faith appropriately contested; (iii) maintain, preserve and keep its properties in good repair, working order and condition, and make all reasonable repairs, replacements, additions, betterments and improvements thereto; (iv) conduct its business in substantially the same manner and in substantially the same fields as such business is now carried on and conducted; (v) comply with all statutes, rules and regulations and maintain its corporate existence; (vi) provide the Holder with the following financial information: (A) annually, as soon as available, but in any event within one hundred twenty (120) days after the last day of each fiscal year, audited financial statements, including balance sheets as of the last day of the fiscal year and statements of income and retained earnings and changes in financial condition for such fiscal year each prepared in accordance with generally accepted accounting principles, consistently applied ("GAAP") for the period and prior periods by independent Certified Public Accountants satisfactory to the Majority Holders; (B) as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter, internally prepared financial statements of the Company each prepared in accordance with GAAP and jobs-in-progress reports for said period and prior periods; (C) within a reasonable time after a written request therefor, such other financial data or information as the Holder may reasonably request from time to time; (D) at the same time as it delivers the financial statements required under the provisions of subsections (A) and (B) hereof, a certificate signed by the president or the chief financial, or accounting, officer of the Company, to the effect that no Event of Default hereunder or material default under any other agreement to which the Company is a party or by which it is bound, or by which any of its properties or assets may be affected, and no event which, with the giving of notice or the lapse of time, or both, would constitute such an Event of Default, has occurred; (E) on a monthly basis, no later than the tenth (10th) day after each such month, backlog reports and accounts receivable agings of the Company; (vii) permit the Holder to make or cause to be made, inspections and audits of any books, records and papers of the Company and of any parent or Page 55 of 149 subsidiary thereof and to make extracts therefrom at all such reasonable times and as often as the Holder may reasonably require; (viii) immediately give notice to the Holder that an Event of Default has occurred or that an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, has occurred and specifying the action which the Company has taken and proposes to take with respect thereto. (b) Financial Covenants: (i) At the end of each fiscal quarter, the Company shall maintain a Tangible Net Worth of (-3,042,322) or greater (as calculated in accordance with GAAP). For purposes hereof "Tangible Net Worth" shall mean, at any date, (i) the net book value of assets (other than patents, patent rights, trademarks, trade names, franchises, copyrights, licenses, permits, goodwill and other intangible assets classified as such in accordance with GAAP) after all appropriate adjustments in accordance with GAAP (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization) plus (ii) subordinated indebtedness, in each case computed in accordance with GAAP; and (ii) At the end of each fiscal quarter, the Company shall report a net income (gross income less taxes and extraordinary items) of not less than $1.00. (c) Negative Covenants: The Company will not, and will not permit any subsidiary to: (i) create, incur, assume or suffer to exist any liability for borrowed money, except (A) indebtedness to the Bank or any other financial institution constituting "Senior Debt" hereunder; (B) indebtedness outstanding on the date hereof; (C) indebtedness represented by the Company's 13% Senior Subordinated Interest Note (the "Note") (and any replacement Note or Notes issued upon transfer or exchange of the Note), (D) indebtedness represented by the Debentures (and any replacement Debenture or Debentures issued upon transfer or exchange of the Debentures); (E) indebtedness represented by the Accrued Interest Debentures (and any replacement Accrued Interest Debenture or Accrued Interest Debentures issued upon transfer or exchange of the Accrued Interest Debentures); (F) indebtedness represented by the Class B Debentures (and any replacement Class B Debenture or Class B Debentures issued upon transfer or exchange of the Class B Debentures); (G) indebtedness represented by the Class B Accrued Interest Debentures (and any replacement Class B Accrued Interest Debenture or Class B Accrued Interest Debentures issued upon transfer or exchange of the Class B Accrued Interest Debentures); and (H) other indebtedness for borrowed money (whether or not constituting a refinancing of existing indebtedness) so long as (x) such indebtedness is not secured by collateral securing repayment of the Debentures, (y) such indebtedness contains provisions reasonably satisfactory to the Majority Holders subordinating the payment of principal and interest thereon to the prior payment of principal and interest on the Debentures, and (z) the incurrence of which will not cause an Event of Default, or an event which with notice or the lapse of time or both would constitute an Event of Default, hereunder (collectively, "Permitted Indebtedness"); Page 56 of 149 (ii) create, incur, assume or suffer to exist, any mortgage, pledge, lien or encumbrance of or upon or security interest in, any of its property or assets now owned or hereafter acquired except (A) mortgages, liens, pledges and security interests securing Permitted Indebtedness; (B) other liens, charges and encumbrances incidental to the conduct of its business or the ownership of its property and assets which are not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not materially impair the use thereof in the operation of its business; (C) liens for taxes or other governmental charges which are not delinquent or which are being contested in good faith and for which a reserve shall have been established in accordance with GAAP; (D) liens granted to secure purchase money financing of equipment, provided such liens are limited to the equipment financed; and (E) liens granted to refinance unencumbered equipment provided such liens are limited to the equipment refinanced and the incurrence of which will not cause a default hereunder or in any Senior Debt; (iii) assume, endorse, be or become liable for or guarantee the obligations of any other person except by the endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (iv) (A) terminate any pension plan so as to result in any material liability to The Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (the "PBGC"), (B) engage in or permit any person to engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended) involving any pension plan which would subject the Company to any material tax, penalty or other liability, (C) incur or suffer to exist any material "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, involving any pension plan, or (D) allow or suffer to exist any event or condition, which presents a material risk of incurring a material liability to the PBGC by reason of termination of any pension plan; (v) amend, supplement or modify the terms of the Subject Securities or increase the outstanding amount of any Subject Securities (excluding awards granted under the Plan or under an incentive compensation plan or arrangement approved by the Company's Board of Directors or by the Compensation Committee of the Company's Board of Directors) without the prior consent of the Majority Holders; (vi) enter into any merger or consolidation unless the Company shall be the surviving entity in any such merger or consolidation, and after giving effect to the transaction no Event of Default and no event which with the giving of notice or passage of time or both would constitute an Event of Default shall have occurred and be continuing, or liquidate, wind-up or dissolve itself or sell, transfer or lease or otherwise dispose of all or any substantial part of its assets; (vii) lend or advance money, credit or property to or invest in (by capital contribution, loan, purchase or otherwise) any firm, corporation, or other person except (A) investments in United States Government obligations and certificates of deposit of any bank institution with combined capital and surplus of at least $200,000,000, (B) trade credit, (C) security deposits, or acquire or otherwise cause any other entity to become a subsidiary of the Company (as used herein the term "subsidiary" Page 57 of 149 means any corporation or other organization, whether incorporated or unincorporated, of which the Company or any other subsidiary of the Company beneficially owns a majority of the voting or economic interests), (D) loans made to Murray H. Feigenbaum and Jerome Deutsch in the aggregate principal amount of $162,950 existing on the date hereof, and (E) loans made to Norman M. Phipps and Michael Gaffney in the aggregate amount of $675,000 existing on the date hereof; (viii) declare or pay any dividends or distributions on account of its capital stock or purchase, redeem, retire or otherwise acquire any of its capital stock or any securities convertible into, exchangeable for, or giving any person the right to acquire or otherwise subscribe for, any shares of the Company's capital stock; provided, however, that so long as no Event of Default or event which, with the giving of notice, the lapse of time, or both would constitute an Event of Default hereunder has occurred and is continuing, the Company may pay regular quarterly dividends on the Preferred Stock in accordance with the terms thereof; or (ix) engage in any transaction with any person or entity who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company (an "Affiliate"), other than director and compensation arrangements with Affiliates serving as officers and/or directors of the Company approved by the Company's Board of Directors and other than transactions with Affiliates entered into in the ordinary course of business on terms which are at least as favorable to the Company as those available from unrelated third parties. As used herein, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Company, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlled" and "controlling" have meanings correlative thereto. 8. Events of Default. (a) Definition. For the purposes of this Debenture, an Event of Default hereunder will be deemed to have occurred if: (i) the Company fails to pay the principal amount of this Debenture when due (whether upon the Due Date, upon acceleration or otherwise), whether or not such payment is prohibited by paragraph 4 hereof; (ii) the Company fails to pay any interest, premium or penalty on this Debenture when due and such failure has continued for a period of ten (10) days; (iii) the Company fails to perform or observe the provisions set forth in Paragraphs 7(b) or 7(c) hereof; (iv) the Company fails to perform or observe any provision contained in this Debenture or the Security Agreement (other than those specifically covered by the other provisions of this paragraph 8(a)) and, if such failure is capable of being cured, such failure continues for a period of 30 days after the Company's receipt of written notice thereof; Page 58 of 149 (v) the Company shall have failed to pay when due any amount due and owing under any indebtedness of the Company for borrowed money or any other default or event of default shall have occurred (and shall have continued beyond the expiration of any applicable grace period) under any indebtedness of the Company for borrowed money which would permit the holder thereof to accelerate the maturity thereof or there shall have been an acceleration of the stated maturity of any indebtedness of the Company for borrowed money; (vi) the Security Agreement shall at any time after its execution and delivery and for any reason cease to constitute a valid and perfected lien and security interest in and to the Collateral (as defined therein) or the Company shall take any position inconsistent therewith or any of the provisions of the Security Agreement that permit the Holder to exercise its remedies thereunder cease to be in full force and effect; (vii) the Company makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Company as bankrupt or insolvent; or any order for relief with respect to the Company is entered under the Federal Bankruptcy Code; or the Company petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Company or of any substantial part of the assets of the Company, or commences any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction ("Insolvency Event or Proceeding"); or any such petition or application is filed, or any such proceeding is commenced, against the Company and either (y) the Company by any act indicates its approval thereof, consents thereto or acquiescence therein or (z) such petition application or proceeding is not dismissed within 60 days; (viii) a final judgment which in the aggregate with other outstanding final judgments against the Company exceeds $250,000 shall be rendered against the Company and within 90 days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within 90 days after the expiration of such stay, such judgment is not discharged; (ix) any representation or warranty made by the Company in the Purchase Agreement, dated July 29, 1997 between the Company and the original Holder of this Debenture, the Security Documents (as defined in such Purchase Agreement), or any other certificate or instrument delivered in connection therewith shall have been untrue in any material respect when made; or (x) the Registration Statement shall not have become effective on or prior to April 25, 1998. (b) Consequences of Events of Default. (i) If any Event of Default (other than the type described in subparagraph 8(a)(vii) above) has occurred, the Holder or Holders of Debentures representing a majority of the aggregate principal amount of Debentures then outstanding (the "Majority Holders") may demand (by written notice delivered to the Company) Page 59 of 149 immediate payment of all or any portion of the outstanding principal amount of the Debentures owed by such Holder or Holders. If such Majority Holders demand immediate payment of all or any portion of such Holder's or Holders' Debentures, the Company will, to the extent permitted under the provisions of paragraph 4 hereof, immediately pay to such Holder or Holders the principal amount of the Debentures requested to be paid (plus accrued interest hereon). If an Event of Default of the type described in subparagraph 8(a)(vii) above has occurred, then all of the outstanding principal amount of the Debentures shall automatically be immediately due and payable without any action on the part of any Holders of the Debentures. (ii) If an Event of Default has occurred, each Holder of the Debentures will also have any other rights which such Holder may have pursuant to applicable law, in each case provided such rights are consistent with the provisions of paragraph 4 hereof. 9. Amendment and Waiver. Except as otherwise expressly provided herein, the provisions of this Debenture may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Majority Holders, provided, however, neither the interest rate or principal amounts payable under the Debentures, the dates on which interest or principal under the Debentures is due nor the obligations to make payments on the Debentures on a pro rata basis shall be amended without the prior written consent of each Holder affected thereby, and further provided, however, that any amendment or waiver which might in any way adversely affect the holders of Senior Debt, including, but not limited to, any amendment or waiver affecting the provisions of paragraph 4 or this paragraph 9 shall require the prior written consent of each holder of Senior Debt. Any amendment or waiver effected in accordance with this paragraph 9 shall be binding upon each Holder of this Debenture and each future Holder of this Debenture. 10. Cancellation. After all principal and accrued interest at any time owed on this Debenture has been paid in full, this Debenture will be surrendered to the Company for cancellation and will not be reissued. 11. Place of Payment. Payments of principal and interest are to be delivered to the Holder at the office of the Company, 50 Orville Drive, Bohemia, New York 11716, or to such other address or to the attention of such other Person as specified by prior written notice to the Company. 12. Waiver of Presentment, Demand and Dishonor. The Company hereby waives presentment for payment, protest, demand, notice of protest, notice of non-payment and diligence with respect to this Debenture, and waives and renounces all rights to the benefit of any statute of limitations or any moratorium, appraisement, exemption or homestead now provided or that hereafter may be provided by any federal or applicable state statute, including but not limited to exemptions provided by or allowed under the Federal Bankruptcy Code, both as to itself and as to all of its property, whether real or personal, against the enforcement and collection of the obligations evidenced by this Debenture and any and all extensions, renewals and modifications hereof. Page 60 of 149 No failure on the part of the Holder hereof or of any other Debentures to exercise any right or remedy hereunder with respect to the Company, whether before or after the happening of an Event of Default, shall constitute a waiver of any future Event of Default or of any other Event of Default. No failure to accelerate the debt of the Company evidenced hereby by reason of an Event of Default or indulgence granted from time to time shall be construed to be a waiver of the right to insist upon prompt payment thereafter; or shall be deemed to be a novation of this Debenture or a reinstatement of such debt evidenced hereby or a waiver of such right of acceleration or any other right, or be construed so as to preclude the exercise of any right the Holder may have, whether by the laws of the state governing this Debenture, by agreement or otherwise; and the Company hereby expressly waives the benefit of any statute or rule of law or equity that would produce a result contrary to or in conflict with the foregoing. 13. Usury. The Holder and the Company intend that the obligations evidenced by this Debenture conform strictly to the applicable usury laws from time to time in force. All agreements between the Company and the Holder, whether now existing or hereafter arising and whether oral or written, hereby are expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to the Holder, or collected by the Holder, by or on behalf of the Company for the use, forbearance or detention of the money to be loaned to the Company hereunder or otherwise, or for the payment or performance of any covenant or obligation contained herein of the Company to the Holder, or in any other document evidencing, securing or pertaining to such indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury law. If under any circumstances whatsoever fulfillment of any provision hereof or any other document, at the time performance of such provisions shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances the Holder ever shall receive from or on behalf of the Company an amount deemed interest, by applicable law, which would exceed the highest lawful rate, such amount that would be excessive interest under applicable usury laws shall be applied to the reduction of the Company's principal amount owing hereunder and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Company or to any other person making such payment on the Company's behalf. 14. Governing Law. The validity, construction and interpretation of this Debenture will be governed by the internal laws, but not the law of conflicts and choices of law, of the State of New York. IN WITNESS WHEREOF, the Company has executed and delivered this Class A 13% Convertible Senior Subordinated Pay-in-Kind Debenture this 29th day of July, 1997. LOGIMETRICS, INC. By: ------------------------------------- Name: Charles S. Brand Title: Chief Executive Officer Page 61 of 149 EXHIBIT A ELECTION TO CONVERT (All capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Class A 13% Convertible Senior Subordinated Pay-in-Kind Debentures) LogiMetrics, Inc. 50 Orville Drive Bohemia, New York 11716 TO WHOM IT MAY CONCERN: The undersigned registered owner of the attached Class A 13% Convertible Senior Subordinated Pay-in-Kind Debenture hereby irrevocably exercises the option to convert such Debenture into Common Stock of LogiMetrics, Inc. in accordance with the terms thereof, and directs that any shares issuable and deliverable upon the conversion be issued in the name of and delivered to the undersigned. - -------------------------------------------------------------------------------- [Name of Debentureholder] Dated: , 199 --------------- - Page 62 of 149 EX-5 3 FORM OF CLASS C DEBENTURE EXHIBIT 5 FORM OF CLASS C DEBENTURE Page 63 of 149 EXHIBIT 5 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND CANNOT BE SOLD OR TRANSFERRED UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION UNDER SUCH ACT OR LAWS IS AVAILABLE. THE TRANSFERABILITY OF THESE SECURITIES IS FURTHER SUBJECT TO THE PROVISIONS OF A PURCHASE AGREEMENT DATED AS OF OCTOBER 21, 1998 AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN. CLASS C 13% CONVERTIBLE SENIOR SUBORDINATED DEBENTURE DUE 1999 October 21, 1998 LOGIMETRICS, INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of (together with its, his or her successors and assigns, the "Holder") the principal amount of in lawful money of the United States, together with interest thereon calculated from the date hereof and payable in accordance with the provisions of this debenture ("Debenture"). By accepting this Debenture, the Holder agrees that the obligations of the Company to the Holder under this Debenture shall be subordinated only to the Senior Debt (as hereinafter defined) of the Company, all upon the terms set forth in paragraph 4 hereof. This Debenture may be surrendered for transfer or exchange by the Holder hereof upon surrender of this Debenture, together with a properly completed bond power or other instrument of transfer, and any required signature guarantees, at the office of the Company set forth in Section 11 hereof. Upon proper surrender, the Company shall issue one or more replacement Debentures of like tenor registered in the names and in the denominations requested by the surrendering Holder and dated the date of issuance thereof; provided, however, that (i) appropriate adjustments shall be made to reflect the date of issue and principal amount of each such replacement Debenture, (ii) the aggregate principal amount of all Debentures shall be limited to $2,666,667, and (iii) no Debenture shall be issued in a principal amount of less than $5,000 unless in connection with a transfer resulting from the complete liquidation of the original Holder of this Debenture. All Debentures shall rank pari passu. 1. Payment of Interest. Interest will accrue from the date hereof at the rate of thirteen percent (13%) per annum on the unpaid principal amount of this Debenture outstanding from time to time on the basis of a 360-day year for the actual number of days elapsed. Subject to paragraph 4 hereof, the Company will pay to the Holder all accrued and unpaid interest on this Debenture on January 15, 1999 and quarterly thereafter, in arrears, on the 15th day of January, the 15th day of April, the 15th day of July and the 15th day of October (each, an "Interest Payment Date") to and including the earlier to occur of the Conversion Date (hereinafter defined) or the Due Date (hereinafter defined). Interest will accrue at the greater of the Default Rate (hereinafter defined) and the rate of fifteen percent (15%) per annum on any principal payment past due under this Debenture and, unless prohibited under applicable law (and if so prohibited Page 64 of 149 then only to the extent not so prohibited), on any interest which has not been paid on the date on which it is due and payable (without giving effect to any applicable grace periods or paragraph 4 hereof) until such time as payment therefor is actually delivered to the Holder. 2. Payment of Principal on Debenture. (a) Scheduled Payments. The Company will repay the principal amount of this Debenture on September 30, 1999 ("Due Date"). (b) Optional Prepayment. The Company may at any time hereafter prepay, without premium or penalty, all (but not less than all) of the outstanding principal amount of the Debentures, together with interest accrued on such prepaid amount to the date of payment. (c) Mandatory Prepayment. The Company shall prepay, without premium or penalty, all (but not less than all) of the outstanding principal amount of the Debentures, together with interest accrued on such prepaid amount to the date of prepayment within forty (40) days after the consummation of a Qualifying Offering. As used herein, "Qualifying Offering" means the public or private sale by the Company of debt or equity securities resulting in net proceeds to the Company (after the deduction for all necessary and customary expenses payable by the Company in connection therewith) of at least $15 million. (d) Notice of Prepayment. The Company will give written notice of its election to prepay this Debenture to the Holder in person or by registered or certified mail, return receipt requested, at least thirty (30) and not more than forty-five (45) days prior to the date of prepayment. On the date of prepayment specified in the Company's notice, the Company will deliver to the Holder of this Debenture in person or by registered or certified mail, return receipt requested, a cashier's or certified check for the entire outstanding principal amount being prepaid, together with all accrued interest thereon through the date of prepayment. 3. Intentionally Omitted. 4. Subordination. The Company's payment, whether voluntary or involuntary, whether in cash, property, securities or otherwise and whether by application of offset or otherwise (hereinafter "Payment") of any of its obligations under this Debenture shall be subject to the following restrictions: (a) Subordination to Senior Debt. Anything in this Debenture to the contrary notwithstanding, the obligations of the Company in respect of the principal of and interest (including any premium or penalty) on this Debenture and any other amounts due under this Debenture (the "Subordinated Debt") shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to the Senior Debt. "Senior Debt", when used with respect to the Company, means only the following (and no other indebtedness of any kind or nature whatsoever): (i) the Company's indebtedness to North Fork Bank ("Bank") under (A) that certain $640,000.04 Restated and Amended Term Loan Note, dated April 25, 1997, and (B) that certain $2,200,000 Modified Revolving Credit Note, dated April 30, 1998, in each case, together with interest thereon and (ii) renewals, extensions, refinancings, deferrals, restructurings, amendments, modifications and waivers of the indebtedness described in clause (i) above; provided, however, that the principal amount of the Senior Debt shall not exceed $2.8 million. Page 65 of 149 (b) Default on Senior Debt. So long as the Senior Debt has not been paid in full, if there shall occur a default in the payment when due of any amount due and owing on account of Senior Debt (any of the foregoing being a "Senior Debt Default") then, from and after the receipt of written notice thereof from the holder of Senior Debt unless and until such Senior Debt Default shall have been remedied or waived the Company will not make any Payment on any Subordinated Debt, and the Holders of Subordinated Debt will not receive or accept any direct or indirect Payment in respect thereof, and the Company may not redeem or otherwise acquire any Subordinated Debt. (c) Changes in Senior Debt. Any holder of Senior Debt may, at any time and from time to time, without the consent of, or notice to, the Holder and without incurring responsibility to the Holder, and without impairing or releasing the obligations of the Holder hereunder: (i) Change the manner, place or terms of payment or change or extend the time of payment of or renew or alter the Senior Debt or any portion thereof; provided, however, that without the written consent of the Majority Holders (hereinafter defined) the principal amount of and interest rate applicable from time to time to Senior Debt may not be increased (other than pursuant to the terms of the Senior Debt as such terms existed on the date of issuance hereof); (ii) Sell, exchange, release or otherwise deal with any collateral securing the Senior Debt or any other property by whomsoever at any time pledged or mortgaged to secure, or however securing, the Senior Debt or any portion thereof; and (iii) Apply any sums by whomsoever paid or however released to the Senior Debt or any portion thereof. (d) Consent to Senior Debt. By acceptance of this Debenture, the Holder hereby consents to the making of Senior Debt and hereby acknowledges that each current and future holder of Senior Debt has relied, and in the future will rely, upon the terms of this Debenture. The holders of Senior Debt shall have no liability to the Holder and the Holder hereby waives any claim which it may have now or hereafter against any holder of Senior Debt arising from any and all actions which any holder of Senior Debt may take or omit to take in good faith with regard to the Senior Debt or its rights or obligations hereunder. (e) Payments in Trust. Until the Senior Debt has been repaid in full, in the event the Holder shall receive any Payment in contravention of the provisions of this paragraph 4 including, Payments arising under the subordination provisions of any other indebtedness of the Company, the Holder shall hold all such Payments so received in trust for the holders of Senior Debt and shall forthwith turn over all such Payments to the holders of Senior Debt in the form received (except for the endorsement or assignment of the Holder as necessary, without recourse or warranty) to be applied to payment of the Senior Debt whether or not then due and payable. Any Payment so received in trust and turned over to the holders of Senior Debt shall not be deemed a Payment in satisfaction of the Subordinated Debt by the Company. (f) Payment in full of Senior Debt; Subrogation. If any Payment to which a Holder of Subordinated Debt would otherwise have been entitled but for the provisions of this paragraph 4 shall have been applied, pursuant to the provisions of this paragraph 4, to the Page 66 of 149 payment of Senior Debt, then and in such case, the Holder of the Subordinated Debt (i) shall be entitled to receive from the holders of Senior Debt at the time outstanding any payments or distributions received by such holders of Senior Debt in excess of the amount sufficient to pay all Senior Debt in cash in full (whether or not then due), and (ii) following payment of the Senior Debt in full, shall be subrogated to any right of the holders of Senior Debt to receive any and all further payments or distributions applicable to Senior Debt, until all the Subordinated Debt shall have been paid in full. If the Holder of the Subordinated Debt shall have been subrogated to the rights of the holders of Senior Debt due to the operation of this paragraph 4(f), the Company agrees to take all such reasonable actions as are requested by such Holders of the Subordinated Debt in order to cause such Holders to be able to obtain payments from the Company with respect to such subrogation rights as soon as possible. (g) No Impairment of the Company's Obligations. Nothing contained in this paragraph 4, as between the Company and the Holder of this Debenture, shall impair the obligation of the Company, which is absolute and unconditional, to pay to the Holder the principal of and interest on this Debenture as and when the same shall become due and payable in accordance with the terms hereof. (h) Advances in Reliance. The Holder of this Debenture, by its acceptance hereof, agrees that each holder of Senior Debt has advanced funds or may in the future advance funds in reliance upon the terms and conditions hereof. (i) Non-Waiver of Rights. No right of any holder of Senior Debt to enforce its right of subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company, or by any act or failure to act by any such holder, or by any non-compliance by the Company with the terms, provisions and covenants of this Debenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. (j) Recaptured Payments. Any Payments received by a holder of Senior Debt from the Company or the Holder which, in connection with an Insolvency Event or Proceeding (hereinafter defined), is required to be remitted to the payor or the bankrupt estate shall not be deemed a Payment to such holder of Senior Debt for all purposes hereunder. (k) Right to Convert Unaffected. Nothing contained in this Section 4 shall be construed so as to limit or restrict the ability of the Holder to convert this Debenture in accordance with the terms hereof. 5. Intentionally Omitted. 6. Conversion Rights. (a) From and after the earliest of (i) January 31, 1999, (ii) the consummation of a Qualifying Offering, or (iii) the date of any repayment notice given by the Company pursuant to Section 2(d) hereof, the Holder of this Debenture shall have the right (the "Conversion Right"), exercisable at his, her or its option at any time during which the principal amount of this Debenture is outstanding, to convert this Debenture, but only in whole, into a number of fully paid and non-assessable shares equal to (i) the result obtained by dividing the stated principal amount of this Debenture by the conversion rate established for any equity Page 67 of 149 security issued in a Qualifying Offering, if this Debenture is converted on or after the consummation of a Qualifying Offering, or (ii) if no Qualifying Offering has occurred on or prior to such conversion, the result obtained by dividing the stated principal amount of this Debenture by (X) $0.52 per share if this Debenture is converted on or prior to January 31, 1999, (Y) $0.45 per share if this Debenture is converted on or after February 1, 1999 and on or prior to April 30, 1999, or (Z) $0.31 per share if this Debenture is converted on or after May 1, 1999. The respective conversion prices set forth above shall be subject to adjustment in certain circumstances as provided herein. The conversion price in effect at the time of the conversion of this Debenture is hereinafter referred to as the "Conversion Price." No fractional shares shall be issuable upon the conversion of this Debenture. In lieu of any such fractional share interest, upon conversion the Holder shall be entitled to a cash payment equal to such fractional interest multiplied by the Conversion Price in effect at the time of such conversion. (b) The Conversion Right is exercisable upon surrender of this Debenture, together with a conversion notice, in the form attached hereto as Exhibit A, duly executed and completed, evidencing the election of the Holder to exercise the Conversion Right, at the Company's principal office at 50 Orville Drive, Bohemia, New York 11716. The registered owner of this Debenture shall become the record holder of the shares of Common Stock issuable upon conversion as of the date of exercise of the Conversion Right (the "Conversion Date"). The shares issued in connection with the Conversion Right shall be registered initially in the name of the Holder, and delivered to the Holder no later than two (2) business days after receipt of a properly completed conversion notice. Upon conversion, the Company shall pay to the Holder accrued but unpaid interest on this Debenture up to, but excluding, the Conversion Date. (c) In case, at any time or from time to time after the date of issuance of this Debenture ("Issuance Date"), the Company shall issue or sell shares of its Common Stock (other than any Common Stock issuable upon the exercise or conversion of (i) the Debentures (and any replacement Debenture or Debentures issued upon transfer or exchange of this Debenture), (ii) the Company's Class A 13% Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Class A Debentures") (and any replacement Class A Debenture or Class A Debentures issued upon transfer or exchange of the Class A Debentures), (iii) any additional securities issued in lieu of cash interest otherwise payable on the Class A Debentures (the "Class A Accrued Interest Debentures") (and any replacement Class A Accrued Interest Debenture or Class A Accrued Interest Debentures issued upon transfer or exchange of the Class A Accrued Interest Debentures), (iv) the Company's Amended and Restated Class B 13% Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Class B Debentures") (and any replacement Class B Debenture or Class B Debentures issued upon transfer or exchange of the Class B Debentures), (v) any additional securities issued in lieu of cash interest otherwise payable on the Class B Debentures (the "Class B Accrued Interest Debentures") (and any replacement Class B Accrued Interest Debenture or Class B Accrued Interest Debentures issued upon transfer or exchange of the Class B Accrued Interest Debentures), (vi) securities outstanding on the date hereof, (vii) awards made from and after the Issuance Date pursuant to the Company's Stock Compensation Program (the "Plan"), or (viii) awards made from and after the Issuance Date pursuant to any incentive compensation plan or arrangement approved by the Company's Board of Directors or by the Compensation Committee of the Company's Board of Directors subject to an aggregate limit of 2,000,000 shares of Common Stock for issuances pursuant to clauses (vii) and (viii) (subject to adjustment in the circumstances set forth in the Plan or such arrangements) (such securities, collectively, the "Subject Securities") for a consideration per share less than the Conversion Price (the "Trigger Price"), or, if a Pro Forma Page 68 of 149 Adjusted Trigger Price (hereinafter defined) shall be in effect as provided below in this paragraph (c), then less than such Pro Forma Adjusted Trigger Price per share, then and in each such case the Holder of this Debenture, upon the conversion hereof as provided in paragraph (a) hereof, shall be entitled to receive, in lieu of the shares of Common Stock theretofore receivable upon the conversion of this Debenture, a number of shares of Common Stock determined by (a) dividing the Trigger Price by a Pro Forma Adjusted Trigger Price per share to be computed as provided below in this paragraph (c), and (b) multiplying the resulting quotient by the number of shares of Common Stock into which this Debenture is then convertible. A Pro Forma Adjusted Trigger Price per share shall be the price computed (to the nearest cent, a fraction of half cent or more being considered a full cent): by dividing (i) the sum of (x) the result obtained by multiplying the number of shares of Common Stock of the Company outstanding immediately prior to such issue or sale by the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, by such Price), and (y) the consideration, if any, received by the Company upon such issue or sale, by (ii) the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. For the purpose of this paragraph (c): (i) In case the Company splits its Common Stock or shall declare any dividend, or make any other distribution, upon any stock of the Company of any class payable in Common Stock, or in any stock or other securities directly or indirectly convertible into or exchangeable for Common Stock (any such stock or other securities being hereinafter called "Convertible Securities"), such split, declaration or distribution shall be deemed to be an issue or sale (as of the record date for such split, dividend or other distribution), without consideration, of such Common Stock or such Convertible Securities, as the case may be. (ii) In case the Company shall issue or sell any Convertible Securities other than the Subject Securities, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock of the Company issuable upon the conversion or exchange of all such Convertible Securities. If the price per share so determined shall be less than the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, less than such Price) as of the date of such issue or sale, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, payable to the Company, or in the rate of exchange, upon the conversion or exchange Page 69 of 149 thereof, the Pro Forma Adjusted Trigger Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the conversion or exchange of such Convertible Securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all such Convertible Securities which shall have been converted or exchanged. (iii) In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock of any class other than the Subject Securities, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, by (b) the maximum number of shares of Common Stock issuable upon the exercise of such rights or options. If the price per share so determined shall be less than the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, less than such Price) as of the date of such issue or sale, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, payable to the Company upon the exercise thereof, the Pro Forma Adjusted Trigger Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised. (iv) In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Convertible Securities other than the Subject Securities, such Convertible Securities shall be deemed, for the purposes of subparagraph (iii) above, to have been issued or sold for the total amount received or receivable by the Company as consideration for the granting of such rights or options plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, provided that, upon the expiration of such rights or options, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would Page 70 of 149 have been had an adjustment been made upon the basis that the only Convertible Securities so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised. (v) In case any shares of stock or other securities, other than Common Stock of the Company, shall at any time be receivable upon the conversion of this Debenture, and in case any additional shares of such stock or any additional such securities (or any stock or other securities convertible into or exchangeable for any such stock or securities) shall be issued or sold for a consideration per share such as to dilute the purchase rights evidenced by this Debenture, then and in each such case the Pro Forma Adjusted Trigger Price per share shall forthwith be adjusted, substantially in the manner provided for above in this paragraph (c), so as to protect the Holder of this Debenture against the effect of such dilution. (vi) In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, after deducting any expenses incurred and any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale. (vii) In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this paragraph (c), the Board of Directors of the Company shall promptly determine the fair value of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph (vii), it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Debenture a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the Page 71 of 149 nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms. (viii) In case the Company shall take a record of the holders of shares of its stock of any class for the purpose of entitling them (a) to receive a dividend or a distribution payable in Common Stock or in Convertible Securities, or (b) to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the Common Stock issued or sold or deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution, or the date of the granting of such rights of subscription, purchase or other acquisition, as the case may be. (ix) The number of shares of Common Stock outstanding at any given time shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock, but shall exclude shares in the treasury of the Company. (x) Following each computation or readjustment of a Pro Forma Adjusted Trigger Price as provided in this paragraph (c), the newly computed or adjusted Pro Forma Adjusted Trigger Price shall remain in effect until a further computation or readjustment thereof is required by this paragraph (c). (xi) In case at any time or from time to time after the Issuance Date the holders of the Common Stock of the Company of any class (or any other shares of stock or other securities at the time receivable upon the exercise of this Debenture) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive: (A) other or additional stock or other securities or property (other than cash) by way of dividend; (B) any cash paid or payable out of capital or paid-in surplus or surplus created as a result of a revaluation of property by way of dividend; or (C) other or additional (or less) stock or other securities or property (including cash) by way of stock-split, spin-off, split-off, split-up, reclassification, combination of shares or similar corporate rearrangement; (other than additional shares of Common Stock issued to holders of Common Stock as a stock dividend or stock-split, adjustments in respect of which shall be covered by the provisions of this paragraph (c)), then in each case the Holder of this Debenture, upon the conversion hereof as provided in paragraph (a) hereof, shall be entitled to receive, in lieu of, or in addition to, as the case may be, the shares theretofore receivable upon the conversion of this Debenture, the amount of stock or other securities or property (including cash in the cases referred to in clauses (B) and (C) above) which such Holder would hold on the date of such exercise if, on the Issuance Date, he, she or it had been the holder of record of the number of shares of Common Stock of the Page 72 of 149 Company into which this Debenture is convertible and had thereafter, during the period from the Issuance Date to and including the date of such conversion, retained such shares and/or all other or additional (or less) stock or other securities or property (including cash in the cases referred to in clauses (B) and (C) above) receivable by him, her or it as aforesaid during such period, giving effect to all adjustments called for during such period by paragraph (c) and subparagraph (xii) hereof. (xii) In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time deliverable on the conversion of this Debenture) after the date hereof, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all its assets to another corporation, then and in each such case the Holder of this Debenture, upon the conversion hereof as provided in paragraph (a) hereof, at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had converted this Debenture immediately prior thereto, all subject to further adjustments as provided for herein; in each such case, the terms of this Debenture shall be applicable to the shares of stock or other securities or property receivable upon the conversion of this Debenture after such consummation. (xiii) The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Debenture, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder hereof against dilution or other impairment. Without limiting the generality of the foregoing, the Company will not increase the par value of any shares of stock receivable upon the conversion of this Debenture above the amount payable therefor upon such exercise, and at all times will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable stock upon the conversion of this Debenture. (xiv) In each case of an adjustment in the number of shares of Common Stock or other stock, securities or property receivable on the conversion of this Debenture, at the request of the Holder of this Debenture the Company at its expense shall promptly cause independent public accountants of recognized standing, selected by the Company, to compute such adjustment in accordance with the terms of this Debenture and prepare a certificate setting forth such adjustment and showing in detail the facts upon which such adjustment is based, including a statement of (A) the consideration received or to be received by the Company for any additional shares issued or sold or deemed to have been issued or sold, (B) the number of shares of Common Stock outstanding or deemed to be outstanding and (C) the Pro Forma Adjusted Trigger Price. The Company will forthwith mail a copy of each such certificate to the Holder of this Debenture. (xv) In case: Page 73 of 149 (A) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or (B) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or (C) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Debenture a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the times, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Debenture) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up or (iii) the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specified. (xvi) The Company will at all times reserve and keep available, solely for issuance and delivery upon the conversion of this Debenture and other similar Debentures, such shares of Common Stock and other stock, securities and property as from time to time shall be issuable upon the exercise of this Debenture and all other similar Debentures at the time outstanding. (xvii) Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement in an amount reasonably satisfactory to it, or (in the case of mutilation) upon surrender and cancellation thereof, the Company will issue, in lieu thereof, a new Debenture of like tenor. 7. Covenants. (a) Affirmative Covenants: The Company will, and with respect to the agreements set forth in subsections (i) through (viii) hereof, will cause each subsidiary to: Page 74 of 149 (i) with respect to its properties, assets and business, maintain insurance against loss or damage, to the extent that property, assets and businesses of similar character are usually so insured by companies similarly situated and operating like properties, assets or businesses with responsible insurance companies satisfactory to the Majority Holders; (ii) duly pay and discharge all taxes or other claims which might become a lien upon any of its properties except to the extent that such items are being in good faith appropriately contested; (iii) maintain, preserve and keep its properties in good repair, working order and condition, and make all reasonable repairs, replacements, additions, betterments and improvements thereto; (iv) conduct its business in substantially the same manner and in substantially the same fields as such business is now carried on and conducted; (v) comply with all statutes, rules and regulations and maintain its corporate existence; (vi) provide the Holder with the following financial information: (A) annually, as soon as available, but in any event within one hundred twenty (120) days after the last day of each fiscal year, audited financial statements, including balance sheets as of the last day of the fiscal year and statements of income and retained earnings and changes in financial condition for such fiscal year each prepared in accordance with generally accepted accounting principles, consistently applied ("GAAP") for the period and prior periods by independent Certified Public Accountants satisfactory to the Majority Holders; provided, however, that the Company shall have until January 31, 1999 to deliver the financial statements for the fiscal year ended June 30, 1998; (B) as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter, internally prepared financial statements of the Company each prepared in accordance with GAAP and jobs-in-progress reports for said period and prior periods; provided, however, that the Company shall have until January 31, 1999 to deliver the financial statements for the fiscal quarter ended September 30, 1998; (C) within a reasonable time after a written request therefor, such other financial data or information as the Holder may reasonably request from time to time; (D) at the same time as it delivers the financial statements required under the provisions of subsections (A) and (B) hereof, a certificate signed by the president or the chief financial, or accounting, officer of the Company, to the effect that no Event of Default hereunder or material default under any other agreement to which the Company is a party or by which it is bound, or by which any of its properties or assets may be affected, and no event which, with the Page 75 of 149 giving of notice or the lapse of time, or both, would constitute such an Event of Default, has occurred; (E) on a monthly basis, no later than the tenth (10th) day after each such month, backlog reports and accounts receivable agings of the Company; (vii) permit the Holder to make or cause to be made, inspections and audits of any books, records and papers of the Company and of any parent or subsidiary thereof and to make extracts therefrom at all such reasonable times and as often as the Holder may reasonably require; (viii) immediately give notice to the Holder that an Event of Default has occurred or that an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, has occurred and specifying the action which the Company has taken and proposes to take with respect thereto. (b) Financial Covenant: At the end of each fiscal quarter, the Company shall maintain a Tangible Net Worth of (-3,042,322) or greater (as calculated in accordance with GAAP). For purposes hereof "Tangible Net Worth" shall mean, at any date, (i) the net book value of assets (other than patents, patent rights, trademarks, trade names, franchises, copyrights, licenses, permits, goodwill and other intangible assets classified as such in accordance with GAAP) after all appropriate adjustments in accordance with GAAP (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization) plus (ii) subordinated indebtedness, in each case computed in accordance with GAAP. (c) Negative Covenants: The Company will not, and will not permit any subsidiary to: (i) create, incur, assume or suffer to exist any liability for borrowed money, except (A) indebtedness to the Bank or any other financial institution constituting "Senior Debt" hereunder; (B) indebtedness outstanding on the date hereof; (C) indebtedness represented by the Debentures (and any replacement Debenture or Debentures issued upon transfer or exchange of the Debentures); (D) indebtedness represented by the Class A Accrued Interest Debentures (and any replacement Class A Accrued Interest Debenture or Class A Accrued Interest Debentures issued upon transfer or exchange of the Class A Accrued Interest Debentures); (E) indebtedness represented by the Class B Accrued Interest Debentures (and any replacement Class B Accrued Interest Debenture or Class B Accrued Interest Debentures issued upon transfer or exchange of the Class B Accrued Interest Debentures); and (F) other indebtedness for borrowed money (whether or not constituting a refinancing of existing indebtedness) so long as (x) such indebtedness is not secured by collateral securing repayment of the Debentures, (y) such indebtedness contains provisions reasonably satisfactory to the Majority Holders subordinating the payment of principal and interest thereon to the prior payment of principal and interest on the Debentures, and (z) the incurrence of which will not cause an Event of Default, or an event which with notice or the lapse of time or both would constitute an Event of Default, hereunder (collectively, "Permitted Indebtedness"); Page 76 of 149 (ii) create, incur, assume or suffer to exist, any mortgage, pledge, lien or encumbrance of or upon or security interest in, any of its property or assets now owned or hereafter acquired except (A) mortgages, liens, pledges and security interests securing Permitted Indebtedness; (B) other liens, charges and encumbrances incidental to the conduct of its business or the ownership of its property and assets which are not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not materially impair the use thereof in the operation of its business; (C) liens for taxes or other governmental charges which are not delinquent or which are being contested in good faith and for which a reserve shall have been established in accordance with GAAP; (D) liens granted to secure purchase money financing of equipment, provided such liens are limited to the equipment financed; and (E) liens granted to refinance unencumbered equipment provided such liens are limited to the equipment refinanced and the incurrence of which will not cause a default hereunder or in any Senior Debt; (iii) assume, endorse, be or become liable for or guarantee the obligations of any other person except by the endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (iv) (A) terminate any pension plan so as to result in any material liability to The Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (the "PBGC"), (B) engage in or permit any person to engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended) involving any pension plan which would subject the Company to any material tax, penalty or other liability, (C) incur or suffer to exist any material "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, involving any pension plan, or (D) allow or suffer to exist any event or condition, which presents a material risk of incurring a material liability to the PBGC by reason of termination of any pension plan; (v) amend, supplement or modify the terms of the Subject Securities or increase the outstanding amount of any Subject Securities (excluding awards granted under the Plan or under an incentive compensation plan or arrangement approved by the Company's Board of Directors or by the Compensation Committee of the Company's Board of Directors) without the prior consent of the Majority Holders; (vi) enter into any merger or consolidation unless the Company shall be the surviving entity in any such merger or consolidation, and after giving effect to the transaction no Event of Default and no event which with the giving of notice or passage of time or both would constitute an Event of Default shall have occurred and be continuing, or liquidate, wind-up or dissolve itself or sell, transfer or lease or otherwise dispose of all or any substantial part of its assets; (vii) lend or advance money, credit or property to or invest in (by capital contribution, loan, purchase or otherwise) any firm, corporation, or other person except (A) investments in United States Government obligations and certificates of deposit of any bank institution with combined capital and surplus of at least $200,000,000, (B) trade credit, (C) security deposits, or acquire or otherwise cause any other entity to become a subsidiary of the Company (as used herein the term "subsidiary" Page 77 of 149 means any corporation or other organization, whether incorporated or unincorporated, of which the Company or any other subsidiary of the Company beneficially owns a majority of the voting or economic interests), and (D) loans outstanding on the date hereof; (viii) declare or pay any dividends or distributions on account of its capital stock or purchase, redeem, retire or otherwise acquire any of its capital stock or any securities convertible into, exchangeable for, or giving any person the right to acquire or otherwise subscribe for, any shares of the Company's capital stock; provided, however, that so long as no Event of Default or event which, with the giving of notice, the lapse of time, or both would constitute an Event of Default hereunder has occurred and is continuing, the Company may pay regular quarterly dividends on the Preferred Stock in accordance with the terms thereof; or (ix) engage in any transaction with any person or entity who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company (an "Affiliate"), other than director and compensation arrangements with Affiliates serving as officers and/or directors of the Company approved by the Company's Board of Directors and other than transactions with Affiliates entered into in the ordinary course of business on terms which are at least as favorable to the Company as those available from unrelated third parties. As used herein, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Company, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlled" and "controlling" have meanings correlative thereto. 8. Events of Default. (a) Definition. For the purposes of this Debenture, an Event of Default hereunder will be deemed to have occurred if: (i) the Company fails to pay the principal amount of this Debenture when due (whether upon the Due Date, upon acceleration or otherwise), whether or not such payment is prohibited by paragraph 4 hereof; (ii) the Company fails to pay any interest, premium or penalty on this Debenture when due and such failure has continued for a period of ten (10) days; (iii) the Company fails to perform or observe the provisions set forth in Paragraphs 7(b) or 7(c) hereof; (iv) the Company fails to perform or observe any provision contained in this Debenture (other than those specifically covered by the other provisions of this paragraph 8(a)) and, if such failure is capable of being cured, such failure continues for a period of 30 days after the Company's receipt of written notice thereof; (v) the Company shall have failed to pay when due any amount due and owing under any indebtedness of the Company for borrowed money or any other default or event of default shall have occurred (and shall have continued beyond the expiration of any applicable grace period) under any indebtedness of the Company for Page 78 of 149 borrowed money which would permit the holder thereof to accelerate the maturity thereof or there shall have been an acceleration of the stated maturity of any indebtedness of the Company for borrowed money; (vi) the Company makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Company as bankrupt or insolvent; or any order for relief with respect to the Company is entered under the Federal Bankruptcy Code; or the Company petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Company or of any substantial part of the assets of the Company, or commences any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction ("Insolvency Event or Proceeding"); or any such petition or application is filed, or any such proceeding is commenced, against the Company and either (y) the Company by any act indicates its approval thereof, consents thereto or acquiescence therein or (z) such petition application or proceeding is not dismissed within 60 days; (vii) a final judgment which in the aggregate with other outstanding final judgments against the Company exceeds $250,000 shall be rendered against the Company and within 90 days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within 90 days after the expiration of such stay, such judgment is not discharged; or (viii) any representation or warranty made by the Company in the Purchase Agreement, dated October 21, 1998 between the Company and the original Holder of this Debenture or any other certificate or instrument delivered in connection therewith shall have been untrue in any material respect when made. (b) Consequences of Events of Default. (i) If any Event of Default (other than the type described in subparagraph 8(a)(vi) above) has occurred, the Holder or Holders of Debentures representing a majority of the aggregate principal amount of Debentures then outstanding (the "Majority Holders") may demand (by written notice delivered to the Company) immediate payment of all or any portion of the outstanding principal amount of the Debentures owed by such Holder or Holders. If such Majority Holders demand immediate payment of all or any portion of such Holder's or Holders' Debentures, the Company will, to the extent permitted under the provisions of paragraph 4 hereof, immediately pay to such Holder or Holders the principal amount of the Debentures requested to be paid (plus accrued interest hereon). If an Event of Default of the type described in subparagraph 8(a)(vi) above has occurred, then all of the outstanding principal amount of the Debentures shall automatically be immediately due and payable without any action on the part of any Holders of the Debentures. (ii) If an Event of Default has occurred, each Holder of the Debentures will also have any other rights which such Holder may have pursuant to applicable law, in each case provided such rights are consistent with the provisions of paragraph 4 hereof. Page 79 of 149 9. Amendment and Waiver. Except as otherwise expressly provided herein, the provisions of this Debenture may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Majority Holders, provided, however, neither the interest rate or principal amounts payable under the Debentures, the dates on which interest or principal under the Debentures is due nor the obligations to make payments on the Debentures on a pro rata basis shall be amended without the prior written consent of each Holder affected thereby, and further provided, however, that any amendment or waiver which might in any way adversely affect the holders of Senior Debt, including, but not limited to, any amendment or waiver affecting the provisions of paragraph 4 or this paragraph 9 shall require the prior written consent of each holder of Senior Debt. Any amendment or waiver effected in accordance with this paragraph 9 shall be binding upon each Holder of this Debenture and each future Holder of this Debenture. 10. Cancellation. After all principal and accrued interest at any time owed on this Debenture has been paid in full, this Debenture will be surrendered to the Company for cancellation and will not be reissued. 11. Place of Payment. Payments of principal and interest are to be delivered to the Holder at the office of the Company, 50 Orville Drive, Bohemia, New York 11716, or to such other address or to the attention of such other Person as specified by prior written notice to the Company. 12. Waiver of Presentment, Demand and Dishonor. The Company hereby waives presentment for payment, protest, demand, notice of protest, notice of non-payment and diligence with respect to this Debenture, and waives and renounces all rights to the benefit of any statute of limitations or any moratorium, appraisement, exemption or homestead now provided or that hereafter may be provided by any federal or applicable state statute, including but not limited to exemptions provided by or allowed under the Federal Bankruptcy Code, both as to itself and as to all of its property, whether real or personal, against the enforcement and collection of the obligations evidenced by this Debenture and any and all extensions, renewals and modifications hereof. No failure on the part of the Holder hereof or of any other Debentures to exercise any right or remedy hereunder with respect to the Company, whether before or after the happening of an Event of Default, shall constitute a waiver of any future Event of Default or of any other Event of Default. No failure to accelerate the debt of the Company evidenced hereby by reason of an Event of Default or indulgence granted from time to time shall be construed to be a waiver of the right to insist upon prompt payment thereafter; or shall be deemed to be a novation of this Debenture or a reinstatement of such debt evidenced hereby or a waiver of such right of acceleration or any other right, or be construed so as to preclude the exercise of any right the Holder may have, whether by the laws of the state governing this Debenture, by agreement or otherwise; and the Company hereby expressly waives the benefit of any statute or rule of law or equity that would produce a result contrary to or in conflict with the foregoing. 13. Usury. The Holder and the Company intend that the obligations evidenced by this Debenture conform strictly to the applicable usury laws from time to time in force. All agreements between the Company and the Holder, whether now existing or hereafter arising and Page 80 of 149 whether oral or written, hereby are expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to the Holder, or collected by the Holder, by or on behalf of the Company for the use, forbearance or detention of the money to be loaned to the Company hereunder or otherwise, or for the payment or performance of any covenant or obligation contained herein of the Company to the Holder, or in any other document evidencing, securing or pertaining to such indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury law. If under any circumstances whatsoever fulfillment of any provision hereof or any other document, at the time performance of such provisions shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances the Holder ever shall receive from or on behalf of the Company an amount deemed interest, by applicable law, which would exceed the highest lawful rate, such amount that would be excessive interest under applicable usury laws shall be applied to the reduction of the Company's principal amount owing hereunder and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Company or to any other person making such payment on the Company's behalf. 14. Governing Law. The validity, construction and interpretation of this Debenture will be governed by the internal laws, but not the law of conflicts and choices of law, of the State of New York. IN WITNESS WHEREOF, the Company has executed and delivered this Class C 13% Convertible Senior Subordinated Debenture this 21st day of October, 1998. LOGIMETRICS, INC. By: ------------------------------------- Name: Norman M. Phipps Title: Chief Operating Officer Page 81 of 149 EXHIBIT A ELECTION TO CONVERT (All capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Class C 13% Convertible Senior Subordinated Debentures) LogiMetrics, Inc. 50 Orville Drive Bohemia, New York 11716 TO WHOM IT MAY CONCERN: The undersigned registered owner of the attached Class C 13% Convertible Senior Subordinated Debenture hereby irrevocably exercises the option to convert such Debenture into Common Stock of LogiMetrics, Inc. in accordance with the terms thereof, and directs that any shares issuable and deliverable upon the conversion be issued in the name of and delivered to the undersigned. - -------------------------------------------------------------------------------- [Name of Debentureholder] Dated: , 199 --------------- - Page 82 of 149 EX-6 4 FORM OF G WARRANT EXHIBIT 6 FORM OF G WARRANT Page 83 of 149 EXHIBIT 6 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND CANNOT BE SOLD OR TRANSFERRED UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION UNDER SUCH ACT OR LAWS IS AVAILABLE. THE TRANSFERABILITY OF THESE SECURITIES IS FURTHER SUBJECT TO THE PROVISIONS OF A PURCHASE AGREEMENT DATED AS OF JULY 29, 1997 AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN. LOGIMETRICS, INC. Common Stock Purchase Warrant - Series G LOGIMETRICS, INC. (the "Company"), a Delaware corporation, hereby certifies that, for value received, Gerald B. Kramer, or assigns, is entitled, subject to the terms set forth below, to purchase from the Company Seven Hundred Seventeen Thousand Two Hundred Forty Seven (717,247) fully paid and non-assessable shares of Common Stock, par value $.01 per share, of the Company (the "Common Stock"), at a purchase price, subject to the provisions of Paragraph 3 hereof, of fifty cents ($.50) per share (the "Purchase Price") at any time prior to July 29, 2004. The number and character of such shares are subject to adjustment as provided below, and the term "Common Stock" shall mean, unless the context otherwise requires, the stock or other securities or property at the time deliverable upon the exercise of this Warrant. 1. EXERCISE OF WARRANT. The purchase rights evidenced by this Warrant shall be exercised by the holder hereof ("Holder") surrendering this Warrant, with the form of subscription at the end hereof duly executed by such Holder, to the Company at its office in Bohemia, New York (or such other office as may be designated by the Company from time to time), accompanied by payment (in cash or by certified or official bank check). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, in which case the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon any such partial exercise, the Company at its expense will forthwith issue to the Holder hereof a new Warrant or Warrants of like tenor calling for the number of shares of Common Stock as to which rights have not been exercised, such Warrant or Warrants to be issued in the name of the Holder hereof or his nominee. 2. DELIVERY OF STOCK CERTIFICATES ON EXERCISE. As soon as practicable after the exercise of this Warrant and payment of the Purchase Price, and in any event within five (5) business days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder hereof a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock or other securities or property to which such Holder shall be entitled upon such exercise, plus, in lieu of any fractional share interest to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the then current market value of one full share of Common Stock or other securities to which such Holder shall be so entitled. Page 84 of 149 3. ADJUSTMENT FOR ISSUE OR SALE OF COMMON STOCK AT LESS THAN PURCHASE PRICE. In case, at any time or from time to time after the date of issuance of this Warrant ("Issuance Date"), the Company shall issue or sell shares of its Common Stock (other than any Common Stock issuable upon the exercise or conversion of (i) the Company's Class A 13% Senior Subordinated Convertible Pay-in-Kind Debentures due 1999 (the "Debentures") (and any replacement Debenture or Debentures issued upon transfer or exchange of the Debentures), (ii) any additional securities issued in lieu of cash interest otherwise payable on the Debentures ("Accrued Interest Debentures") (and any replacement Accrued Interest Debenture or Accrued Interest Debentures issued upon transfer or exchange of the Accrued Interest Debentures), (iii) the Company's Amended and Restated Class B 13% Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Class B Debentures") (and any replacement Class B Debenture or Class B Debentures issued upon transfer or exchange of the Class B Debentures), (iv) any additional securities issued in lieu of cash interest otherwise payable on the Class B Debentures (the "Class B Accrued Interest Debentures") (and any replacement Class B Accrued Interest Debenture or Class B Accrued Interest Debentures issued upon transfer or exchange of the Class B Accrued Interest Debentures), (v) securities outstanding on the date hereof, (vi) awards made pursuant to the Company's Stock Compensation Program, (vii) awards made pursuant to any incentive compensation plan or arrangement approved by the Company's Board of Directors or by the Compensation Committee of the Company's Board of Directors, (viii) the Company's Series G Warrants, (ix) the Company's Series H Warrants, or (x) the Company's Series I Warrants) (such securities, collectively, the "Subject Securities") for a consideration per share less than fifty-two cents ($.52) per share (the "Trigger Price") (or, if a Pro Forma Adjusted Trigger Price shall be in effect as provided below in this Paragraph 3, then less than such Pro Forma Adjusted Trigger Price per share), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Paragraph 1 hereof, shall be entitled to receive, in lieu of the shares of Common Stock theretofore receivable upon the exercise of this Warrant, a number of shares of Common Stock determined by (a) dividing the Trigger Price by a Pro Forma Adjusted Trigger Price per share to be computed as provided below in this Paragraph 3, and (b) multiplying the resulting quotient by the number of shares of Common Stock called for on the face of this Warrant. A Pro Forma Adjusted Trigger Price per share shall be the price computed (to the nearest cent, a fraction of half cent or more being considered a full cent): by dividing (i) the sum of (x) the result obtained by multiplying the number of shares of Common Stock of the Company outstanding immediately prior to such issue or sale by the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, by such Price), and (y) the consideration, if any, received by the Company upon such issue or sale, by (ii) the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. For the purpose of this Paragraph 3: 3.1 Stock Splits, Dividends, etc., in Common Stock or Convertible Securities. In case the Company splits its Common Stock or shall declare any dividend, or make any other distribution, upon any stock of the Company of any class payable in Common Stock, or in any stock or other securities directly or indirectly convertible into or exchangeable for Common Stock (any such stock or other securities being hereinafter called "Convertible Securities"), such split, declaration or distribution shall be deemed to be an issue or sale (as of the record date for such split, Page 85 of 149 dividend or other distribution), without consideration, of such Common Stock or such Convertible Securities, as the case may be. 3.2 Issuance or Sale of Convertible Securities. In case the Company shall issue or sell any Convertible Securities other than the Subject Securities, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock of the Company issuable upon the conversion or exchange of all such Convertible Securities. If the price per share so determined shall be less than the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, less than such Price) as of the date of such issue or sale, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, payable to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the Pro Forma Adjusted Trigger Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the conversion or exchange of such Convertible Securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all such Convertible Securities which shall have been converted or exchanged. 3.3 Grant of Rights or Options for Common Stock. In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock of any class other than the Subject Securities, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, by (b) the maximum number of shares of Common Stock issuable upon the exercise of such rights or options. If the price per share so determined shall be less than the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, less than such Price) as of the date of such issue or sale, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, payable to the Company upon the exercise thereof, the Pro Forma Adjusted Trigger Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of Page 86 of 149 such rights or options, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised. 3.4 Grant of Rights or Options for Convertible Securities. In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Convertible Securities other than the Subject Securities, such Convertible Securities shall be deemed, for the purposes of subparagraph 3.2. above, to have been issued or sold for the total amount received or receivable by the Company as consideration for the granting of such rights or options plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, provided that, upon the expiration of such rights or options, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made upon the basis that the only Convertible Securities so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised. 3.5 Dilution in Case of Other Stock or Securities. In case any shares of stock or other securities, other than Common Stock of the Company, shall at any time be receivable upon the exercise of this Warrant, and in case any additional shares of such stock or any additional such securities (or any stock or other securities convertible into or exchangeable for any such stock or securities) shall be issued or sold for a consideration per share such as to dilute the purchase rights evidenced by this Warrant, then and in each such case the Pro Forma Adjusted Trigger Price per share shall forthwith be adjusted, substantially in the manner provided for above in this Paragraph 3, so as to protect the Holder of this Warrant against the effect of such dilution. 3.6 Expenses, etc., Deducted. In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, after deducting any expenses incurred and any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale. 3.7 Determination of Consideration. In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this Paragraph 3, the Board of Directors of the Company shall promptly determine the fair value of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to Page 87 of 149 subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms. 3.8 Record Date Deemed Issue Date. In case the Company shall take a record of the Holders of shares of its stock of any class for the purpose of entitling them (a) to receive a dividend or a distribution payable in Common Stock or in Convertible Securities, or (b) to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the Common Stock issued or sold or deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution, or the date of the granting of such rights of subscription, purchase or other acquisition, as the case may be. 3.9 Shares Considered Outstanding. The number of shares of Common Stock outstanding at any given time shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock, but shall exclude shares in the treasury of the Company. 3.10 Duration of ProForma Adjusted Trigger Price. Following each computation or readjustment of a Pro Forma Adjusted Trigger Price as provided in this Paragraph 3, the newly computed or adjusted Pro Forma Adjusted Trigger Price shall remain in effect until a further computation or readjustment thereof is required by this Paragraph 3. 4. ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK, PROPERTY, ETC.; RECLASSIFICATIONS, ETC. In case at any time or from time to time after the Issuance Date the Holders of the Common Stock of the Company of any class (or any other shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive: (a) other or additional stock or other securities or property (other than cash) by way of dividend; (b) any cash paid or payable out of capital or paid-in surplus or surplus created as a result of a revaluation of property by way of dividend; or Page 88 of 149 (c) other or additional (or less) stock or other securities or property (including cash) by way of stock-split, spin-off, split-off, split-up, reclassification, combination of shares or similar corporate rearrangement; (other than additional shares of Common Stock issued to holders of Common Stock as a stock dividend or stock-split, adjustments in respect of which shall be covered by the provisions of Paragraph 3 hereof), then in each case the Holder of this Warrant, upon the exercise hereof as provided in Paragraph 1 hereof, shall be entitled to receive, in lieu of, or in addition to, as the case may be, the shares theretofore receivable upon the exercise of this Warrant, the amount of stock or other securities or property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder would hold on the date of such exercise if, on the Issuance Date, he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the Issuance Date to and including the date of such exercise, retained such shares and/or all other or additional (or less) stock or other securities or property (including cash in the cases referred to in clauses (b) and (c) above) receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period by Paragraphs 3 and 5 hereof. 5. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time deliverable on the exercise of this Warrant) after the date hereof, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Paragraph 1 hereof, at any time after the consummation such reorganization, consolidation, merger or conveyance, shall be entitled to receive the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustments as provided in Paragraphs 3 and 4 hereof; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation. 6. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder hereof against dilution or other impairment. Without limiting the generality of the foregoing, the Company will not increase the par value of any shares of stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise, and at all times will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable stock upon the exercise of this Warrant. 7. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of an adjustment in the number of shares of Common Stock or other stock, securities or property receivable on the exercise of this Warrant, at the request of the Holder of this Warrant the Company at its expense shall promptly cause independent public accountants of recognized standing, selected by the Company, to compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment and showing in detail the Page 89 of 149 facts upon which such adjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding and (c) the Pro Forma Adjusted Trigger Price. The Company will forthwith mail a copy of each such certificate to the Holder of this Warrant. 8. NOTICES OF RECORD DATE, ETC. In case: (a) the Company shall take a record of the Holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or (c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the times, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up or (iii) the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specified. 9. RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE OF WARRANTS. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant and other similar Warrants, such shares of Common Stock and other stock, securities and property as from time to time shall be issuable upon the exercise of this Warrant and all other similar Warrants at the time outstanding. 10. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement in an amount reasonably satisfactory to it, or (in the case of mutilation) upon surrender and cancellation thereof, the Company will issue, in lieu thereof, a new Warrant of like tenor. Page 90 of 149 11. REMEDIES. The Company stipulates that the remedies at law of the Holder of this Warrant in the event of any default by the Company in its performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that the same may be specifically enforced. 12. NEGOTIABILITY, ETC. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Title to this warrant may be transferred by endorsement (by the Holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered Holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. 13. SUBDIVISION OF RIGHTS. This Warrant (as well as any new warrants issued pursuant to the provisions of this paragraph) is exchangeable, upon the surrender hereof by the Holder hereof, at the principal office of the Company for any number of new warrants of like tenor and date representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock of the Company which may be subscribed for and purchased hereunder. 14. REGISTRATION RIGHTS. a. Registration. On or prior to October 27, 1997, the Company will file a registration statement ("Registration Statement") with the Securities and Exchange Commission ("SEC") covering (x) the Warrants, and (y) the shares of Common Stock issuable upon exercise of the Warrants (and covering such other securities as the Company shall determine in its sole discretion) (collectively "Registrable Securities"), and will use its best efforts to cause the Registration Statement to become effective on or prior to the ninetieth day after such filing and to keep the Registration Statement effective until the earlier of (i) seven years from the date it is declared effective by the SEC, or (ii) the, sale of all of the Registrable Securities. b. Additional Terms. Except as otherwise expressly stated herein, the following provisions shall be applicable to the Registration Statement: (i) The Company will use its best efforts to cause the Registration Statement to become effective as promptly as possible, and if any stop order shall be issued by the SEC in connection therewith to use its reasonable efforts to obtain the Page 91 of 149 removal of such order. Following the effective date of the Registration Statement, the Company shall, upon the request of the Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and other documents necessary or incidental to a public offering of the Registrable Securities, as shall be reasonably requested by the Holder to permit the Holder to make a public distribution of its, his or her Registrable Securities; provided, however, that by accepting this Warrant, the Holder agrees, if requested by the managing underwriter(s) in connection with an underwritten public offering of the Company's equity securities, to enter into a customary agreement with such managing underwriter(s) not to offer for sale or sell its, his or her Registrable Securities for up to 180 days after such offering. The Company will use its reasonable efforts to qualify the Registrable Securities for sale in such states as the Holder of Registrable Securities shall reasonably request, provided that no such qualification will be required in any jurisdiction where, solely as a result thereof, the Company would be subject to service of general process or to taxation or qualification as a foreign corporation doing business in such jurisdiction. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are expressly conditioned on the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holders offering of such Registrable Securities as the Company may reasonably request. (ii) The Company shall pay all expenses incurred in complying with the provisions of this Paragraph 14, including, without limitation, all registration and filing fees (including all expenses incident to filing with the National Association of Securities Dealers, Inc.), printing expenses, fees and disbursements of counsel to the Company, securities law and blue sky fees and expenses and the expenses of any regular and special audits incident to or required by any such registration. All underwriting discounts and selling commissions applicable to the sales of the Registrable Securities, and any state or federal transfer taxes payable with respect to the sales of the Registrable Securities and all fees and disbursements of counsel for the Holder, if any, in each case arising in connection with registration of the Registrable Securities shall be payable by the Holder. (iii) In connection with the registration of the Registrable Securities pursuant to this Paragraph 14, the Company shall indemnify and hold harmless the Holder, its affiliates, officers, directors, partners, employees, agents and representatives, each person, if any, who controls the Holder within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any person deemed to be an underwriter of the Registrable Securities and any person claiming by or through any of them (collectively, the "Indemnified Persons") from and against all losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising out of or are based upon any untrue statement of any material fact contained in the Registration Statement or alleged untrue statement, under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the Company in connection with such registration or qualification Page 92 of 149 under such state securities or blue sky laws; and will reimburse the Indemnified Persons for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to any Indemnified Person to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission made in the Registration Statement, said preliminary prospectus or said final prospectus or said amendment or supplement or any document incident thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder. (iv) The Holder will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, each officer of the Company who signs the Registration Statement and each director of the Company from and against any and all such losses, claims, damages or liabilities arising from any untrue statement in, or omission from, the Registration Statement, any such preliminary or final prospectus, amendment, or supplement or document incident thereto if the statement or omission in respect of which such loss, claim, damage or liability is asserted was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Holder for use in connection with the preparation of the Registration Statement or such prospectus or amendment or supplement thereof. (v) The reimbursements required by clauses (iii) and (iv) shall be made by periodic payments during the course of the investigation or defense as and when bills are received or expenses incurred; provided, however, that to the extent that an indemnified party receives periodic payments for legal or other expenses during the course of an investigation or defense, and such party subsequently received payments for such expenses from any other parties to the proceeding, such payments shall be used by the indemnified party to reimburse the indemnifying party for such periodic payments. Any party which proposes to assert the right to be indemnified under clause (iii) or (iv) will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against any indemnified party hereunder, notify each such indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served, but the failure to so notify such indemnifying party of any such action, suit or proceeding shall not relieve the indemnifying party from any obligation which it may have to any indemnified party hereunder unless and only to the extent that the indemnifying party is prejudiced by said lack of notice. In case any such action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expense, other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its own counsel in any such action, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party, when and as incurred, unless (A) the employment of counsel by such indemnified party has been Page 93 of 149 authorized by the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel), that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party, (C) the indemnified party shall have reasonably concluded (based on advice of counsel) that there may be a conflict of interest between the indemnifying party and the indemnified party in the conduct of defense of such action (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party), or (D) the indemnifying party shall not in fact have employed counsel to assume the defense of such action within 15 days after receipt of notice of such action. An indemnifying party shall not be liable for any settlement or any action or claim effected without its consent, which shall not be unreasonably withheld. (vi) If the indemnification provided for in this Paragraph 14 is unavailable to any indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying, party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth herein, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (vii) The Company and the Holder agree that it would not be just and equitable if contribution pursuant to clause (vi) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding any other provision hereof, in no event shall the contribution obligation of the Holder be greater in amount than the excess of (A) the dollar amount of proceeds received by the Holder upon the sale of the securities giving rise to such contribution obligation over (B) the dollar amount of any damages that the Holder has otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission giving rise to such obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 1l(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (viii) Neither the filing of the Registration Statement by the Company pursuant to this Agreement nor the making of any request for prospectuses by the Holder shall impose upon the Holder any obligation to exercise his, her or its Warrants or to sell his, her or its Registrable Securities. Page 94 of 149 (ix) The Holder, upon receipt of notice from the Company that an event has occurred which requires a post-effective amendment to the Registration Statement or a supplement to the prospectus included therein, shall promptly discontinue the sale of his, her or its Registrable Securities until the Holder receives a copy of a supplemented or amended prospectus from the Company, which the Company shall provide as soon as practicable after such notice. 15. MAILING OF NOTICES, ETC. 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: 50 Orville Drive Bohemia, New York 11716 Tel: (516)784-4110 Fax: (516) 784-4132 Attention: Chief Executive Officer and if to the Holder of this Warrant to the address furnished to the Company in writing by the last Holder of this Warrant who shall have furnished an address to the Company in writing. Either the Company or the Holder of this Warrant, by notice given to the other parties hereto in accordance with this Section 15, may change the address or facsimile transmission number to which such notice or other communications are to be sent to such party. 16. HEADINGS, ETC. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof. 17. CHANGE, WAIVER, ETC. Neither this Warrant nor any term hereof may be changed, waived, discharged or terminated orally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 18. GOVERNING LAW. This Warrant shall be construed and enforced in accordance with the laws of the State of New York. LOGIMETRICS, INC. By: ------------------------------------- Dated: July 29, 1997 Attest: - -------------------------------------- Page 95 of 149 [To be signed only upon exercise of Warrant] To LOGIMETRICS, INC.: The undersigned, the Holder of the within Series G Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, __________ shares of Common Stock of LOGIMETRICS, INC. and herewith makes payment of $________ therefor, and requests that the certificates for such shares be issued in the name of, and be delivered to, __________, whose address is _____________. Dated: - -------------------------------------- - -------------------------------------------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant) Address: - -------------------------------------------------------------------------------- Page 96 of 149 [To be signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________ the right represented by the within Series G Warrant to purchase the ___________ shares of the Common Stock of LOGIMETRICS, INC. to which the within Series G Warrant relates, and appoints _____________ attorney to transfer said right on the books of LOGIMETRICS, INC. with full power of substitution in the premises. Dated: - -------------------------------------- - -------------------------------------------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In the presence of - -------------------------------------- Page 97 of 149 EX-7 5 FORM OF H WARRANT EXHIBIT 7 FORM OF H WARRANT Page 98 of 149 EXHIBIT 7 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND CANNOT BE SOLD OR TRANSFERRED UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION UNDER SUCH ACT OR LAWS IS AVAILABLE. THE TRANSFERABILITY OF THESE SECURITIES IS FURTHER SUBJECT TO THE PROVISIONS OF A PURCHASE AGREEMENT DATED AS OF JULY 29, 1997 AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN. LOGIMETRICS, INC. Common Stock Purchase Warrant - Series H LOGIMETRICS, INC. (the "Company"), a Delaware corporation, hereby certifies that, for value received, Gerald B. Kramer, or assigns, is entitled, subject to the terms set forth below, to purchase from the Company Thirty-Eight Thousand Three Hundred Seventy One (38,371) fully paid and non-assessable shares of Common Stock, par value $.0l per share, of the Company (the "Common Stock"), at a purchase price, subject to the provisions of Paragraph 3 hereof, of sixty cents ($.60) per share (the "Purchase Price") at any time prior to July 29, 2004. The number and character of such shares are subject to adjustment as provided below, and the term "Common Stock" shall mean, unless the context otherwise requires, the stock or other securities or property at the time deliverable upon the exercise of this Warrant. 1. EXERCISE OF WARRANT. The purchase rights evidenced by this Warrant shall be exercised by the holder hereof ("Holder") surrendering this Warrant, with the form of subscription at the end hereof duly executed by such Holder, to the Company at its office in Bohemia, New York (or such other office as may be designated by the Company from time to time), accompanied by payment (in cash or by certified or official bank check). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, in which case the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon any such partial exercise, the Company at its expense will forthwith issue to the Holder hereof a new Warrant or Warrants of like tenor calling for the number of shares of Common Stock as to which rights have not been exercised, such Warrant or Warrants to be issued in the name of the Holder hereof or his nominee. 2. DELIVERY OF STOCK CERTIFICATES ON EXERCISE. As soon as practicable after the exercise of this Warrant and payment of the Purchase Price, and in any event within five (5) business days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder hereof a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock or other securities or property to which such Holder shall be entitled upon such exercise, plus, in lieu of any fractional share interest to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the then current market value of one full share of Common Stock or other securities to which such Holder shall be so entitled. 3. ADJUSTMENT FOR ISSUE OR SALE OF COMMON STOCK AT LESS THAN Page 99 of 149 PURCHASE PRICE. In case, at any time or from time to time after the date of issuance of this Warrant ("Issuance Date"), the Company shall issue or sell shares of its Common Stock (other than any Common Stock issuable upon the exercise or conversion of (i) the Company's Class A 13% Senior Subordinated Convertible Pay-in-Kind Debentures due 1999 (the "Debentures") (and any replacement Debenture or Debentures issued upon transfer or exchange of the Debentures), (ii) any additional securities issued in lieu of cash interest otherwise payable on the Debentures ("Accrued Interest Debentures") (and any replacement Accrued Interest Debenture or Accrued Interest Debentures issued upon transfer or exchange of the Accrued Interest Debentures), (iii) the Company's Amended and Restated Class B 13% Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Class B Debentures") (and any replacement Class B Debenture or Class B Debentures issued upon transfer or exchange of the Class B Debentures), (iv) any additional securities issued in lieu of cash interest otherwise payable on the Class B Debentures (the "Class B Accrued Interest Debentures") (and any replacement Class B Accrued Interest Debenture or Class B Accrued Interest Debentures issued upon transfer or exchange of the Class B Accrued Interest Debentures), (v) securities outstanding on the date hereof, (vi) awards made pursuant to the Company's Stock Compensation Program, (vii) awards made pursuant to any incentive compensation plan or arrangement approved by the Company's Board of Directors or by the Compensation Committee of the Company's Board of Directors, (viii) the Company's Series G Warrants, (ix) the Company's Series H Warrants, or (x) the Company's Series I Warrants) (such securities, collectively, the "Subject Securities") for a consideration per share less than fifty-two cents ($.52) per share (the "Trigger Price") (or, if a Pro Forma Adjusted Trigger Price shall be in effect as provided below in this Paragraph 3, then less than such Pro Forma Adjusted Trigger Price per share), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Paragraph 1 hereof, shall be entitled to receive, in lieu of the shares of Common Stock theretofore receivable upon the exercise of this Warrant, a number of shares of Common Stock determined by (a) dividing the Trigger Price by a Pro Forma Adjusted Trigger Price per share to be computed as provided below in this Paragraph 3, and (b) multiplying the resulting quotient by the number of shares of Common Stock called for on the face of this Warrant. A Pro Forma Adjusted Trigger Price per share shall be the price computed (to the nearest cent, a fraction of half cent or more being considered a full cent): by dividing (i) the sum of (x) the result obtained by multiplying the number of shares of Common Stock of the Company outstanding immediately prior to such issue or sale by the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, by such Price), and (y) the consideration, if any, received by the Company upon such issue or sale by (ii) the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. For the purpose of this Paragraph 3: 3.1 Stock Splits, Dividends, etc., in Common Stock or Convertible Securities. In case the Company splits its Common Stock or shall declare any dividend, or make any other distribution, upon any stock of the Company of any class payable in Common Stock, or in any stock or other securities directly or indirectly convertible into or exchangeable for Common Stock (any such stock or other securities being hereinafter called "Convertible Securities"), such split, declaration or distribution shall be deemed to be an issue or sale (as of the record date for such split, Page 100 of 149 dividend or other distribution), without consideration, of such Common Stock or such Convertible Securities, as the case may be. 3.2 Issuance or Sale of Convertible Securities. In case the Company shall issue or sell any Convertible Securities other than the Subject Securities, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock of the Company issuable upon the conversion or exchange of all such Convertible Securities. If the price per share so determined shall be less than the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, less than such Price) as of the date of such issue or sale, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, payable to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the Pro Forma Adjusted Trigger Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the conversion or exchange of such Convertible Securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all such Convertible Securities which shall have been converted or exchanged. 3.3 Grant of Rights or Options for Common Stock. In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock of any class other than the Subject Securities, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, by (b) the maximum number of shares of Common Stock issuable upon the exercise of such rights or options. If the price per share so determined shall be less than the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, less than such Price) as of the date of such issue or sale, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, payable to the Company upon the exercise thereof, the Pro Forma Adjusted Trigger Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of Page 101 of 149 such rights or options, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised. 3.4 Grant of Rights or Options for Convertible Securities. In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Convertible Securities other than the Subject Securities, such Convertible Securities shall be deemed, for the purposes of subparagraph 3.2. above, to have been issued or sold for the total amount received or receivable by the Company as consideration for the granting of such rights or options plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, provided that, upon the expiration of such rights or options, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made upon the basis that the only Convertible Securities so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised. 3.5 Dilution in Case of Other Stock or Securities. In case any shares of stock or other securities, other than Common Stock of the Company, shall at any time be receivable upon the exercise of this Warrant, and in case any additional shares of such stock or any additional such securities (or any stock or other securities convertible into or exchangeable for any such stock or securities) shall be issued or sold for a consideration per share such as to dilute the purchase rights evidenced by this Warrant, then and in each such case the Pro Forma Adjusted Trigger Price per share shall forthwith be adjusted, substantially in the manner provided for above in this Paragraph 3, so as to protect the Holder of this Warrant against the effect of such dilution. 3.6 Expenses, etc., Deducted. In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, after deducting any expenses incurred and any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale. 3.7 Determination of Consideration. In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this Paragraph 3, the Board of Directors of the Company shall promptly determine the fair value of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to Page 102 of 149 subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms. 3.8 Record Date Deemed Issue Date. In case the Company shall take a record of the Holders of shares of its stock of any class for the purpose of entitling them (a) to receive a dividend or a distribution payable in Common Stock or in Convertible Securities, or (b) to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the Common Stock issued or sold or deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution, or the date of the granting of such rights of subscription, purchase or other acquisition, as the case may be. 3.9 Shares Considered Outstanding. The number of shares of Common Stock outstanding at any given time shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock, but shall exclude shares in the treasury of the Company. 3.10 Duration of ProForma Adjusted Trigger Price. Following each computation or readjustment of a Pro Forma Adjusted Trigger Price as provided in this Paragraph 3, the newly computed or adjusted Pro Forma Adjusted Trigger Price shall remain in effect until a further computation or readjustment thereof is required by this Paragraph 3. 4. ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK, PROPERTY, ETC.; RECLASSIFICATIONS, ETC. In case at any time or from time to time after the Issuance Date the Holders of the Common Stock of the Company of any class (or any other shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive: (a) other or additional stock or other securities or property (other than cash) by way of dividend; (b) any cash paid or payable out of capital or paid-in surplus or surplus created as a result of a revaluation of property by way of dividend; or Page 103 of 149 (c) other or additional (or less) stock or other securities or property (including cash) by way of stock-split, spin-off, split-off, split-up, reclassification, combination of shares or similar corporate rearrangement; (other than additional shares of Common Stock issued to holders of Common Stock as a stock dividend or stock-split, adjustments in respect of which shall be covered by the provisions of Paragraph 3 hereof), then in each case the Holder of this Warrant, upon the exercise hereof as provided in Paragraph 1 hereof, shall be entitled to receive, in lieu of, or in addition to, as the case may be, the shares theretofore receivable upon the exercise of this Warrant, the amount of stock or other securities or property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder would hold on the date of such exercise if, on the Issuance Date, he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the Issuance Date to and including the date of such exercise, retained such shares and/or all other or additional (or less) stock or other securities or property (including cash in the cases referred to in clauses (b) and (c) above) receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period by Paragraphs 3 and 5 hereof. 5. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time deliverable on the exercise of this Warrant) after the date hereof, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Paragraph 1 hereof, at any time after the consummation such reorganization, consolidation, merger or conveyance, shall be entitled to receive the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustments as provided in Paragraphs 3 and 4 hereof; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation. 6. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder hereof against dilution or other impairment. Without limiting the generality of the foregoing, the Company will not increase the par value of any shares of stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise, and at all times will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable stock upon the exercise of this Warrant. 7. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of an adjustment in the number of shares of Common Stock or other stock, securities or property receivable on the exercise of this Warrant, at the request of the Holder of this Warrant the Company at its expense shall promptly cause independent public accountants of recognized standing, selected by the Company, to compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment and showing in detail the Page 104 of 149 facts upon which such adjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding and (c) the Pro Forma Adjusted Trigger Price. The Company will forthwith mail a copy of each such certificate to the Holder of this Warrant. 8. NOTICES OF RECORD DATE, ETC. In case: (a) the Company shall take a record of the Holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or (c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the times, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up or (iii) the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specified. 9. RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE OF WARRANTS. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant and other similar Warrants, such shares of Common Stock and other stock, securities and property as from time to time shall be issuable upon the exercise of this Warrant and all other similar Warrants at the time outstanding. 10. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement in an amount reasonably satisfactory to it, or (in the case of mutilation) upon surrender and cancellation thereof, the Company will issue, in lieu thereof, a new Warrant of like tenor. Page 105 of 149 11. REMEDIES. The Company stipulates that the remedies at law of the Holder of this Warrant in the event of any default by the Company in its performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that the same may be specifically enforced. 12. NEGOTIABILITY, ETC. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Title to this warrant may be transferred by endorsement (by the Holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered Holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. 13. SUBDIVISION OF RIGHTS. This Warrant (as well as any new warrants issued pursuant to the provisions of this paragraph) is exchangeable, upon the surrender hereof by the Holder hereof, at the principal office of the Company for any number of new warrants of like tenor and date representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock of the Company which may be subscribed for and purchased hereunder. 14. REGISTRATION RIGHTS. a. Registration. On or prior to October 27, 1997, the Company will file a registration statement ("Registration Statement") with the Securities and Exchange Commission ("SEC") covering (x) the Warrants, and (y) the shares of Common Stock issuable upon exercise of the Warrants (and covering such other securities as the Company shall determine in its sole discretion) (collectively "Registrable Securities"), and will use its best efforts to cause the Registration Statement to become effective on or prior to the ninetieth day after such filing and to keep the Registration Statement effective until the earlier of (i) seven years from the date it is declared effective by the SEC, or (ii) the, sale of all of the Registrable Securities. b. Additional Terms. Except as otherwise expressly stated herein, the following provisions shall be applicable to the Registration Statement: (i) The Company will use its best efforts to cause the Registration Statement to become effective as promptly as possible, and if any stop order shall be issued by the SEC in connection therewith to use its reasonable efforts to obtain the Page 106 of 149 removal of such order. Following the effective date of the Registration Statement, the Company shall, upon the request of the Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and other documents necessary or incidental to a public offering of the Registrable Securities, as shall be reasonably requested by the Holder to permit the Holder to make a public distribution of its, his or her Registrable Securities; provided, however, that by accepting this Warrant, the Holder agrees, if requested by the managing underwriter(s) in connection with an underwritten public offering of the Company's equity securities, to enter into a customary agreement with such managing underwriter(s) not to offer for sale or sell its, his or her Registrable Securities for up to 180 days after such offering. The Company will use its reasonable efforts to qualify the Registrable Securities for sale in such states as the Holder of Registrable Securities shall reasonably request, provided that no such qualification will be required in any jurisdiction where, solely as a result thereof, the Company would be subject to service of general process or to taxation or qualification as a foreign corporation doing business in such jurisdiction. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are expressly conditioned on the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holders offering of such Registrable Securities as the Company may reasonably request. (ii) The Company shall pay all expenses incurred in complying with the provisions of this Paragraph 14, including, without limitation, all registration and filing fees (including all expenses incident to filing with the National Association of Securities Dealers, Inc.), printing expenses, fees and disbursements of counsel to the Company, securities law and blue sky fees and expenses and the expenses of any regular and special audits incident to or required by any such registration. All underwriting discounts and selling commissions applicable to the sales of the Registrable Securities, and any state or federal transfer taxes payable with respect to the sales of the Registrable Securities and all fees and disbursements of counsel for the Holder, if any, in each case arising in connection with registration of the Registrable Securities shall be payable by the Holder. (iii) In connection with the registration of the Registrable Securities pursuant to this Paragraph 14, the Company shall indemnify and hold harmless the Holder, its affiliates, officers, directors, partners, employees, agents and representatives, each person, if any, who controls the Holder within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any person deemed to be an underwriter of the Registrable Securities and any person claiming by or through any of them (collectively, the "Indemnified Persons") from and against all losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising out of or are based upon any untrue statement of any material fact contained in the Registration Statement or alleged untrue statement, under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act or state securities or blue sky laws applicable to the Company and relating to action or Page 107 of 149 inaction required of the Company in connection with such registration or qualification under such state securities or blue sky laws; and will reimburse the Indemnified Persons for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to any Indemnified Person to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission made in the Registration Statement, said preliminary prospectus or said final prospectus or said amendment or supplement or any document incident thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder. (iv) The Holder will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, each officer of the Company who signs the Registration Statement and each director of the Company from and against any and all such losses, claims, damages or liabilities arising from any untrue statement in, or omission from, the Registration Statement, any such preliminary or final prospectus, amendment, or supplement or document incident thereto if the statement or omission in respect of which such loss, claim, damage or liability is asserted was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Holder for use in connection with the preparation of the Registration Statement or such prospectus or amendment or supplement thereof. (v) The reimbursements required by clauses (iii) and (iv) shall be made by periodic payments during the course of the investigation or defense as and when bills are received or expenses incurred; provided, however, that to the extent that an indemnified party receives periodic payments for legal or other expenses during the course of an investigation or defense, and such party subsequently received payments for such expenses from any other parties to the proceeding, such payments shall be used by the indemnified party to reimburse the indemnifying party for such periodic payments. Any party which proposes to assert the right to be indemnified under clause (iii) or (iv) will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against any indemnified party hereunder, notify each such indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served, but the failure to so notify such indemnifying party of any such action, suit or proceeding shall not relieve the indemnifying party from any obligation which it may have to any indemnified party hereunder unless and only to the extent that the indemnifying party is prejudiced by said lack of notice. In case any such action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expense, other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its own counsel in any such action, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party, when and Page 108 of 149 as incurred, unless (A) the employment of counsel by such indemnified party has been authorized by the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel), that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party, (C) the indemnified party shall have reasonably concluded (based on advice of counsel) that there may be a conflict of interest between the indemnifying party and the indemnified party in the conduct of defense of such action (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party), or (D) the indemnifying party shall not in fact have employed counsel to assume the defense of such action within 15 days after receipt of notice of such action. An indemnifying party shall not be liable for any settlement or any action or claim effected without its consent, which shall not be unreasonably withheld. (vi) If the indemnification provided for in this Paragraph 14 is unavailable to any indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying, party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth herein, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (vii) The Company and the Holder agree that it would not be just and equitable if contribution pursuant to clause (vi) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding any other provision hereof, in no event shall the contribution obligation of the Holder be greater in amount than the excess of (A) the dollar amount of proceeds received by the Holder upon the sale of the securities giving rise to such contribution obligation over (B) the dollar amount of any damages that the Holder has otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission giving rise to such obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 1l(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (viii) Neither the filing of the Registration Statement by the Company pursuant to this Agreement nor the making of any request for prospectuses by the Holder shall impose upon the Holder any obligation to exercise his, her or its Warrants or to sell his, her or its Registrable Securities. Page 109 of 149 (ix) The Holder, upon receipt of notice from the Company that an event has occurred which requires a post-effective amendment to the Registration Statement or a supplement to the prospectus included therein, shall promptly discontinue the sale of his, her or its Registrable Securities until the Holder receives a copy of a supplemented or amended prospectus from the Company, which the Company shall provide as soon as practicable after such notice. 15. MAILING OF NOTICES, ETC. 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: 50 Orville Drive Bohemia, New York 11716 Tel: (516)784-4110 Fax: (516) 784-4132 Attention: Chief Executive Officer and if to the Holder of this Warrant to the address furnished to the Company in writing by the last Holder of this Warrant who shall have furnished an address to the Company in writing. Either the Company or the Holder of this Warrant, by notice given to the other parties hereto in accordance with this Section 15, may change the address or facsimile transmission number to which such notice or other communications are to be sent to such party. 16. HEADINGS, ETC. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof. 17. CHANGE, WAIVER, ETC. Neither this Warrant nor any term hereof may be changed, waived, discharged or terminated orally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 18. GOVERNING LAW. This Warrant shall be construed and enforced in accordance with the laws of the State of New York. LOGIMETRICS, INC. By: ------------------------------- Dated: July 29,1997 Attest: - ------------------------------- Page 110 of 149 [To be signed only upon exercise of Warrant] To LOGIMETRICS, INC.: The undersigned, the Holder of the within Series G Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, __________ shares of Common Stock of LOGIMETRICS, INC. and herewith makes payment of $________ therefor, and requests that the certificates for such shares be issued in the name of, and be delivered to, __________, whose address is _____________. Dated: - -------------------------------------- - -------------------------------------------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant) Address: - -------------------------------------------------------------------------------- Page 111 of 149 [To be signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________ the right represented by the within Series G Warrant to purchase the ___________ shares of the Common Stock of LOGIMETRICS, INC. to which the within Series G Warrant relates, and appoints _____________ attorney to transfer said right on the books of LOGIMETRICS, INC. with full power of substitution in the premises. Dated: - -------------------------------------- - -------------------------------------------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In the presence of - -------------------------------------- Page 112 of 149 EX-8 6 FORM OF I WARRANT EXHIBIT 8 FORM OF I WARRANT Page 113 of 149 EXHIBIT 8 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND CANNOT BE SOLD OR TRANSFERRED UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION UNDER SUCH ACT OR LAWS IS AVAILABLE. THE TRANSFERABILITY OF THESE SECURITIES IS FURTHER SUBJECT TO THE PROVISIONS OF A PURCHASE AGREEMENT DATED AS OF JULY 29, 1997 AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN. LOGIMETRICS, INC. Common Stock Purchase Warrant - Series I LOGIMETRICS, INC. (the "Company"), a Delaware corporation, hereby certifies that, for value received, Gerald B. Kramer, or assigns, is entitled, subject to the terms set forth below, to purchase from the Company Nineteen Thousand One Hundred Eighty Six (19,186) fully paid and non-assessable shares of Common Stock, par value $.01 per share, of the Company (the "Common Stock"), at a purchase price, subject to the provisions of Paragraph 3 hereof, of $1.125 per share (the "Purchase Price") at any time prior to July 29, 2004. The number and character of such shares are subject to adjustment as provided below, and the term "Common Stock" shall mean, unless the context otherwise requires, the stock or other securities or property at the time deliverable upon the exercise of this Warrant. 1. EXERCISE OF WARRANT. The purchase rights evidenced by this Warrant shall be exercised by the holder hereof ("Holder") surrendering this Warrant, with the form of subscription at the end hereof duly executed by such Holder, to the Company at its office in Bohemia, New York (or such other office as may be designated by the Company from time to time), accompanied by payment (in cash or by certified or official bank check). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, in which case the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon any such partial exercise, the Company at its expense will forthwith issue to the Holder hereof a new Warrant or Warrants of like tenor calling for the number of shares of Common Stock as to which rights have not been exercised, such Warrant or Warrants to be issued in the name of the Holder hereof or his nominee. 2. DELIVERY OF STOCK CERTIFICATES ON EXERCISE. As soon as practicable after the exercise of this Warrant and payment of the Purchase Price, and in any event within five (5) business days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder hereof a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock or other securities or property to which such Holder shall be entitled upon such exercise, plus, in lieu of any fractional share interest to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the then current market value of one full share of Common Stock or other securities to which such Holder shall be so entitled. 3. ADJUSTMENT FOR ISSUE OR SALE OF COMMON STOCK AT LESS THAN PURCHASE PRICE. In case, at any time or from time to time after the date of issuance of this Warrant ("Issuance Date"), the Company shall issue or sell shares of its Common Stock (other Page 114 of 149 than any Common Stock issuable upon the exercise or conversion of (i) the Company's Class A 13% Senior Subordinated Convertible Pay-in-Kind Debentures due 1999 (the "Debentures") (and any replacement Debenture or Debentures issued upon transfer or exchange of the Debentures), (ii) any additional securities issued in lieu of cash interest otherwise payable on the Debentures ("Accrued Interest Debentures") (and any replacement Accrued Interest Debenture or Accrued Interest Debentures issued upon transfer or exchange of the Accrued Interest Debentures), (iii) the Company's Amended and Restated Class B 13% Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Class B Debentures") (and any replacement Class B Debenture or Class B Debentures issued upon transfer or exchange of the Class B Debentures), (iv) any additional securities issued in lieu of cash interest otherwise payable on the Class B Debentures (the "Class B Accrued Interest Debentures") (and any replacement Class B Accrued Interest Debenture or Class B Accrued Interest Debentures issued upon transfer or exchange of the Class B Accrued Interest Debentures), (v) securities outstanding on the date hereof, (vi) awards made pursuant to the Company's Stock Compensation Program, (vii) awards made pursuant to any incentive compensation plan or arrangement approved by the Company's Board of Directors or by the Compensation Committee of the Company's Board of Directors, (viii) the Company's Series G Warrants, (ix) the Company's Series H Warrants, or (x) the Company's Series I Warrants) (such securities, collectively, the "Subject Securities") for a consideration per share less than fifty-two cents ($.52) per share (the "Trigger Price") (or, if a Pro Forma Adjusted Trigger Price shall be in effect as provided below in this Paragraph 3, then less than such Pro Forma Adjusted Trigger Price per share), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Paragraph 1 hereof, shall be entitled to receive, in lieu of the shares of Common Stock theretofore receivable upon the exercise of this Warrant, a number of shares of Common Stock determined by (a) dividing the Trigger Price by a Pro Forma Adjusted Trigger Price per share to be computed as provided below in this Paragraph 3, and (b) multiplying the resulting quotient by the number of shares of Common Stock called for on the face of this Warrant. A Pro Forma Adjusted Trigger Price per share shall be the price computed (to the nearest cent, a fraction of half cent or more being considered a full cent): by dividing (i) the sum of (x) the result obtained by multiplying the number of shares of Common Stock of the Company outstanding immediately prior to such issue or sale by the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, by such Price), and (y) the consideration, if any, received by the Company upon such issue or sale, by (ii) the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. For the purpose of this Paragraph 3: 3.1 Stock Splits, Dividends, etc., in Common Stock or Convertible Securities. In case the Company splits its Common Stock or shall declare any dividend, or make any other distribution, upon any stock of the Company of any class payable in Common Stock, or in any stock or other securities directly or indirectly convertible into or exchangeable for Common Stock (any such stock or other securities being hereinafter called "Convertible Securities"), such split, declaration or distribution shall be deemed to be an issue or sale (as of the record date for such split, dividend or other distribution), without consideration, of such Common Stock or such Convertible Securities, as the case may be. Page 115 of 149 3.2 Issuance or Sale of Convertible Securities. In case the Company shall issue or sell any Convertible Securities other than the Subject Securities, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock of the Company issuable upon the conversion or exchange of all such Convertible Securities. If the price per share so determined shall be less than the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, less than such Price) as of the date of such issue or sale, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, payable to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the Pro Forma Adjusted Trigger Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the conversion or exchange of such Convertible Securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all such Convertible Securities which shall have been converted or exchanged. 3.3 Grant of Rights or Options for Common Stock. In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock of any class other than the Subject Securities, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, by (b) the maximum number of shares of Common Stock issuable upon the exercise of such rights or options. If the price per share so determined shall be less than the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, less than such Price) as of the date of such issue or sale, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, payable to the Company upon the exercise thereof, the Pro Forma Adjusted Trigger Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so Page 116 of 149 issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised. 3.4 Grant of Rights or Options for Convertible Securities. In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Convertible Securities other than the Subject Securities, such Convertible Securities shall be deemed, for the purposes of subparagraph 3.2. above, to have been issued or sold for the total amount received or receivable by the Company as consideration for the granting of such rights or options plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, provided that, upon the expiration of such rights or options, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made upon the basis that the only Convertible Securities so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised. 3.5 Dilution in Case of Other Stock or Securities. In case any shares of stock or other securities, other than Common Stock of the Company, shall at any time be receivable upon the exercise of this Warrant, and in case any additional shares of such stock or any additional such securities (or any stock or other securities convertible into or exchangeable for any such stock or securities) shall be issued or sold for a consideration per share such as to dilute the purchase rights evidenced by this Warrant, then and in each such case the Pro Forma Adjusted Trigger Price per share shall forthwith be adjusted, substantially in the manner provided for above in this Paragraph 3, so as to protect the Holder of this Warrant against the effect of such dilution. 3.6 Expenses, etc. Deducted. In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, after deducting any expenses incurred and any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale. 3.7 Determination of Consideration. In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this Paragraph 3, the Board of Directors of the Company shall promptly determine the fair value of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly Page 117 of 149 determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms. 3.8 Record Date Deemed Issue Date. In case the Company shall take a record of the Holders of shares of its stock of any class for the purpose of entitling them (a) to receive a dividend or a distribution payable in Common Stock or in Convertible Securities, or (b) to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the Common Stock issued or sold or deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution, or the date of the granting of such rights of subscription, purchase or other acquisition, as the case may be. 3.9 Shares Considered Outstanding. The number of shares of Common Stock outstanding at any given time shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock, but shall exclude shares in the treasury of the Company. 3.10 Duration of Pro Forma Adjusted Trigger Price. Following each computation or readjustment of a Pro Forma Adjusted Trigger Price as provided in this Paragraph 3, the newly computed or adjusted Pro Forma Adjusted Trigger Price shall remain in effect until a further computation or readjustment thereof is required by this Paragraph 3. 4. ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK, PROPERTY, ETC.; RECLASSIFICATIONS, ETC. In case at any time or from time to time after the Issuance Date the Holders of the Common Stock of the Company of any class (or any other shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive: (a) other or additional stock or other securities or property (other than cash) by way of dividend; (b) any cash paid or payable out of capital or paid-in surplus or surplus created as a result of a revaluation of property by way of dividend; or Page 118 of 149 (c) other or additional (or less) stock or other securities or property (including cash) by way of stock-split, spin-off, split-off, split-up, reclassification, combination of shares or similar corporate rearrangement; (other than additional shares of Common Stock issued to holders of Common Stock as a stock dividend or stock-split, adjustments in respect of which shall be covered by the provisions of Paragraph 3 hereof), then in each case the Holder of this Warrant, upon the exercise hereof as provided in Paragraph 1 hereof, shall be entitled to receive, in lieu of, or in addition to, as the case may be, the shares theretofore receivable upon the exercise of this Warrant, the amount of stock or other securities or property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder would hold on the date of such exercise if, on the Issuance Date, he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the Issuance Date to and including the date of such exercise, retained such shares and/or all other or additional (or less) stock or other securities or property (including cash in the cases referred to in clauses (b) and (c) above) receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period by Paragraphs 3 and 5 hereof. 5. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time deliverable on the exercise of this Warrant) after the date hereof, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Paragraph 1 hereof, at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustments as provided in Paragraphs 3 and 4 hereof; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation. 6. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder hereof against dilution or other impairment. Without limiting the generality of the foregoing, the Company will not increase the par value of any shares of stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise, and at all times will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable stock upon the exercise of this Warrant. 7. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of an adjustment in the number of shares of Common Stock or other stock, securities or property receivable on the exercise of this Warrant, at the request of the Holder of this Warrant the Company at its expense shall promptly cause independent public accountants of recognized standing, selected by the Company, to compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment and showing in detail the Page 119 of 149 facts upon which such adjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding and (c) the Pro Forma Adjusted Trigger Price. The Company will forthwith mail a copy of such certificate to the Holder of this Warrant. 8. NOTICES OF RECORD DATE, ETC. In case: (a) the Company shall take a record of the Holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash or stock dividend at the same rate as the rate of the last cash or stock dividend theretofore paid) or other distribution, or to exercise any preemptive right pursuant to the Company's charter, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or (c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the times, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock of any class (or such other stock or securities) for reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up or (iii) the amount and character of the stock or other securities proposed to be issued or granted, the date of such proposed issuance or grant and the persons or class of persons to whom such stock or other securities are to be offered, issued or granted. Such notice shall be mailed at least thirty (30) days prior to the date therein specified. 9. RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE OF WARRANTS. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant and other similar Warrants, such shares of Common Stock and other stock, securities and property as from time to time shall be issuable upon the exercise of this Warrant and all other similar Warrants at the time outstanding. 10. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in case of loss theft or destruction) upon delivery of an indemnity agreement in an amount reasonably satisfactory to it, or (in the case of mutilation) upon surrender and cancellation thereof, the Company will issue, in lieu thereof, a new Warrant of like tenor. Page 120 of 149 11. REMEDIES. The Company stipulates that the remedies at law of the Holder of this Warrant in the event of any default by the Company in its performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that the same may be specifically enforced. 12. NEGOTIABILITY, ETC. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Title to this warrant may be transferred by endorsement (by the Holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered Holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. 13. SUBDIVISION OF RIGHTS. This Warrant (as well as any new warrants issued pursuant to the provisions of this paragraph) is exchangeable, upon the surrender hereof by the Holder hereof, at the principal office of the Company for any number of new warrants of like tenor and date representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock of the Company which may be subscribed for and purchased hereunder. 14. REGISTRATION RIGHTS. a. Registration. On or prior to October 27, 1997, the Company will file a registration statement ("Registration Statement") with the Securities and Exchange Commission ("SEC") covering (x) the Warrants, and (y) the shares of Common Stock issuable upon exercise of the Warrants (and covering such other securities as the Company shall determine in its sole discretion) (collectively, "Registrable Securities"), and will use its best efforts to cause the Registration Statement to become effective on or prior to the ninetieth day after such filing and to keep the Registration Statement effective until the earlier of (i) seven years from the date it is declared effective by the SEC, or (ii) the sale of all of the Registrable Securities. b. Additional Terms. Except as otherwise expressly stated herein, the following provisions shall be applicable to the Registration Statement: (i) The Company will use its best efforts to cause the Registration Statement to become effective as promptly as possible, and if any stop order shall be issued by the SEC in connection therewith to use its reasonable efforts to obtain the Page 121 of 149 removal of such order. Following the effective date of the Registration Statement, the Company shall, upon the request of the Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and other documents necessary or incidental to a public offering of the Registrable Securities, as shall be reasonably requested by the Holder to permit the Holder to make a public distribution of its, his or her Registrable Securities; provided, however, that by accepting this Warrant, the Holder agrees, if requested by the managing underwriter(s) in connection with an underwritten public offering of the Company's equity securities, to enter into a customary agreement with such managing underwriter(s) not to offer for sale or sell its, his or her Registrable Securities for up to 180 days after such offering. The Company will use its reasonable efforts to qualify the Registrable Securities for sale in such states as the Holder of Registrable Securities shall reasonably request, provided that no such qualification will be required in any jurisdiction where, solely as a result thereof, the Company would be subject to service of general process or to taxation or qualification as a foreign corporation doing business in such jurisdiction. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are expressly conditioned on the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request. (ii) The Company shall pay all expenses incurred in complying with the provisions of this Paragraph 14, including, without limitation, all registration and filing fees (including all expenses incident to filing with the National Association of Securities Dealers, Inc.), printing expenses, fees and disbursements of counsel to the Company, securities law and blue sky fees and expenses and the expenses of any regular and special audits incident to or required by any such registration. All underwriting discounts and selling commissions applicable to the sales of the Registrable Securities, and any state or federal transfer taxes payable with respect to the sales of the Registrable Securities and all fees and disbursements of counsel for the Holder, if any, in each case arising in connection with registration of the Registrable Securities shall be payable by the Holder. (iii) In connection with the registration of the Registrable Securities pursuant to this Paragraph 14, the Company shall indemnify and hold harmless the Holder, its affiliates, officers, directors, partners, employees, agents and representatives, each person, if any, who controls the Holder within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any person deemed to be an underwriter of the Registrable Securities and any person claiming by or through any of them (collectively, the "Indemnified Persons") from and against all losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising out of or are based upon any untrue statement of any material fact contained in the Registration Statement or alleged untrue statement, under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the Company in connection with such registration or qualification Page 122 of 149 under such state securities or blue sky laws; and will reimburse the Indemnified Persons for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to any Indemnified Person to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission made in the Registration Statement, said preliminary prospectus or said final prospectus or said amendment or supplement or any document incident thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder. (iv) The Holder will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, each officer of the Company who signs the Registration Statement and each director of the Company from and against any and all such losses, claims, damages or liabilities arising from any untrue statement in, or omission from, the Registration Statement, any such preliminary or final prospectus, amendment, or supplement or document incident thereto if the statement or omission in respect of which such loss, claim, damage or liability is asserted was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Holder for use in connection with the preparation of the Registration Statement or such prospectus or amendment or supplement thereof. (v) The reimbursements required by clauses (iii) and (iv) shall be made by periodic payments during the course of the investigation or defense as and when bills are received or expenses incurred; provided, however, that to the extent that an indemnified party receives periodic payments for legal or other expenses during the course of an investigation or defense, and such party subsequently received payments for such expenses from any other parties to the proceeding, such payments shall be used by the indemnified party to reimburse the indemnifying party for such periodic payments. Any party which proposes to assert the right to be indemnified under clause (iii) or (iv) will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against any indemnified party hereunder, notify each such indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served, but the failure to so notify such indemnifying party of any such action, suit or proceeding shall not relieve the indemnifying party from any obligation which it may have to any indemnified party hereunder unless and only to the extent that the indemnifying party is prejudiced by said lack of notice. In case any such action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expense, other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its own counsel in any such action, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party, when and as incurred, unless (A) the employment of counsel by such indemnified party has been Page 123 of 149 authorized by the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel), that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party, (C) the indemnified party shall have reasonably concluded (based on advice of counsel) that there may be a conflict of interest between the indemnifying party and the indemnified party in the conduct of defense of such action (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party), or (D) the indemnifying party shall not in fact have employed counsel to assume the defense of such action within 15 days after receipt of notice of such action. An indemnifying party shall not be liable for any settlement or any action or claim effected without its consent, which shall not be unreasonably withheld. (vi) If the indemnification provided for in this Paragraph 14 is unavailable to any indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth herein, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (vii) The Company and the Holder agree that it would not be just and equitable if contribution pursuant to clause (vi) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding any other provision hereof, in no event shall the contribution obligation of the Holder be greater in amount than the excess of (A) the dollar amount of proceeds received by the Holder upon the sale of the securities giving rise to such contribution obligation over (B) the dollar amount of any damages that the Holder has otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission giving rise to such obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (viii) Neither the filing of the Registration Statement by the Company pursuant to this Agreement nor the making of any request for prospectuses by the Holder shall impose upon the Holder any obligation to sell his, her or its Registrable Securities. Page 124 of 149 (ix) The Holder, upon receipt of notice from the Company that an event has occurred which requires a post-effective amendment to the Registration Statement or a supplement to the prospectus included therein, shall promptly discontinue the sale of his, her or its Registrable Securities until the Holder receives a copy of a supplemented or amended prospectus from the Company, which the Company shall provide as soon as practicable after such notice. 15. MAILING OF NOTICES, ETC. 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: 50 Orville Drive Bohemia, New York 11716 Tel: (516) 784-4110 Fax: (516) 784-4132 Attention: Chief Executive Officer and if to the Holder of this Warrant to the address furnished to the Company in writing by the last Holder of this Warrant who shall have furnished an address to the Company in writing. Either the Company or the Holder of this Warrant, by notice given to the other parties hereto in accordance with this Section 15, may change the address or facsimile transmission number to which such notice or other communications are to be sent to such party. 16. HEADINGS, ETC. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof. 17. CHANGE, WAIVER, ETC. Neither this Warrant nor any term hereof may be changed, waived, discharged or terminated orally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 18. GOVERNING LAW. This Warrant shall be construed and enforced in accordance with the laws of the State of New York. LOGIMETRICS, INC. By: ---------------------------------- Dated: July 29, 1997 Attest: - -------------------------------- Page 125 of 149 [To be signed only upon exercise of Warrant] To LOGIMETRICS, INC.: The undersigned, the Holder of the within Series I Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, _______ shares of Common Stock of LOGIMETRICS, INC. and herewith makes payment of $________ therefor, and requests that the certificates for such shares be issued in the name of, and be delivered to, ________, whose address is _______________. Dated: - --------------------------------- - -------------------------------------------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant) Address: - -------------------------------------------------------------------------------- Page 126 of 149 [To be signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________ the right represented by the within Series I Warrant to purchase the _______ shares of the Common Stock of LOGIMETRICS, INC. to which the within Series I Warrant relates, and appoints _____________ attorney to transfer said right on the books of LOGIMETRICS, INC. with full power of substitution in the premises. Dated: - --------------------------------- - -------------------------------------------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In the presence of - --------------------------------- Page 127 of 149 EX-9 7 REGISTRATION RIGHTS AGREEMENT EXHIBIT 9 REGISTRATION RIGHTS AGREEMENT Page 128 of 149 EXHIBIT 9 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October __, 1998, among LogiMetrics, Inc., a Delaware corporation (the "Company"), and the parties whose names appear on the signature pages hereof. W I T N E S S E T H: WHEREAS, the Company and the parties hereto (the "Purchasers") have entered into a Purchase Agreement of even date herewith (the "Purchase Agreement") pursuant to which the Company has agreed to sell to such parties $2,666,667 in aggregate principal amount of its Class C 13% Senior Subordinated Debentures (the "Debentures"); and WHEREAS, the Debentures are convertible into shares (the "Debenture Shares") of the Company's common stock, par value $.01 per share; and WHEREAS, the Company has agreed to effect the registration of Debenture Shares on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows: 1. Certain Definitions. For purposes of this Agreement, the following terms have the following meanings when used herein: (a) "Affiliate" means, with respect to any Person, means 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. (b) "Business Day" means any day other than a Saturday or Sunday on which banking institutions in New York, New York are open for the general conduct of business. (c) "Commission" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. (d) "Common Stock" means the Common Stock, par value $.01 per share, of the Company. (e) "Company" means LogiMetrics, Inc., a Delaware corporation, and its successors and assigns. Page 129 of 149 (f) "Demand Registration" means any registration of Registrable Securities effected pursuant to Section 2. (g) "Effective Date" means the earlier of (i) September 1, 1999 and (ii) the termination of the engagement letter, dated August 7, 1998, by and between the Company and Donaldson Lufkin Jenrette Securities Corporation. (h) "Exchange Act" means the Securities Exchange Act of 1934, as amended (or any similar successor federal statute), and the rules and regulations thereunder, as in effect from time to time. (i) "Holders" means the Purchasers party to the Purchase Agreement or any permitted transferees thereof holding Registrable Securities. (j) "Majority Registered Holders" means, in the case of any registration statement, the Holders of a majority of the Registrable Securities proposed to be covered in such registration statement (or that are actually so covered). (k) "Person" means any individual, partnership, corporation (including a business trust), joint stock company, limited liability company, trust, unincorporated association, joint venture, or other entity, or a government or any political subdivision or agency. (l) "Piggyback Registration" means any registration of Registrable Securities effected pursuant to Section 3. (m) "Registrable Securities" means (i) the Debenture Shares, and (ii) any securities issued or issuable in respect of or in exchange for any of the Debenture Shares by way of stock dividend or other distribution on the Common Stock, stock split or combination of shares, recapitalization, reclassification merger, consolidation or exchange offer. For purposes hereof, a Registrable Security ceases to be a Registrable Security when either (x) it has been effectively registered under the Securities Act and sold or distributed to any Person pursuant to an effective registration statement covering it or (y) it has been sold or distributed to any Person pursuant to Rule 144 or Rule 145(d). (n) "Registration" means any Demand Registration or Piggyback Registration. (o) "Rule 10b-6" means Rule 10b-6 promulgated by the Commission under the Exchange Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission. (p) "Rule 144," "Rule 145" and "Rule 424" mean, respectively, Rule 144, Rule 145 and Rule 424, each promulgated by the Commission under the Securities Act, in each case as amended from time to time, or any similar successor rule thereto that may be promulgated by the Commission. (q) "Securities Act" means the Securities Act of 1933, as amended (or any similar successor federal statute), and the rules and regulations thereunder, as the same are in effect from time to time. Page 130 of 149 2. Demand Registrations. (a) At any time after the Effective Date and until the earlier of (i) the date that all of the Registrable Securities may be freely resold by the Holders thereof pursuant to Rule 144(k) and (ii) two years from the conversion of all of the Debentures (the "Registration Rights Period"), upon written notice to the Company from one or more Holders of Registrable Securities who held on the Effective Date (together with their Affiliates at such time) in the aggregate not less than 50% of the Debenture Shares (the Holders furnishing such written notice being hereinafter referred to as the "Initiating Holders") requesting that the Company effect, pursuant to this Section 2, the registration of any or all of such Initiating Holders' Registrable Securities under the Securities Act (which notice shall specify (A) the Registrable Securities so requested to be registered, (B) the proposed amounts thereof (which in the aggregate shall equal at least (x) 50% of the Debenture Shares, or (y) if such Registrable Securities are all of the remaining Registrable Securities held by the Initiating Holders, 25% of the Debenture Shares), and (C) the intended method of disposition by such Initiating Holders, including whether or not the proposed offering is to be underwritten), the Company shall promptly (but in any event within 20 days) give written notice of such requested registration to all Holders, and thereupon the Company shall, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (x) the Registrable Securities that the Initiating Holders have requested the Company to register, for disposition in accordance with the intended method of disposition stated in their notice to the Company; and (y) all other Registrable Securities the Holders of which shall have made a written request to the Company for registration thereof (which request shall specify such Registrable Securities and the proposed amounts thereof) within 30 days after the receipt of such written notice from the Company, all to the extent requisite to permit the disposition (in accordance with the method of disposition specified in the notice given to the Company by the Initiating Holders) by Holders of the securities then constituting Registrable Securities so to be registered. (b) Number of Demand Registrations: Duration: Sale of Registrable Securities. Notwithstanding the provisions of Section 2(a), the Company shall not be required to effect a Demand Registration pursuant to this Section 2: (i) if a Demand Registration has previously been effected by the Company pursuant to this Section 2 within one year of the date on which notice is given by the Initiating Holders pursuant to Section 2(a); or (ii) if the Company shall previously have effected two Demand Registrations; provided that a Demand Registration shall not be deemed to have been effected for purposes of the limitations of this Section 2(b) unless the applicable registration statement was declared effective and kept effective until the earlier of (A) nine months following the date on which it was declared effective and (B) the sale pursuant thereto of all of the Registrable Securities covered thereby. A request from Initiating Holders pursuant to Section 2(a) shall be deemed withdrawn upon commencement of a Black-Out Period (as defined in Section 4(c)). (c) Inclusion of Other Securities. The Company shall not include securities in any Demand Registration other than (i) Registrable Securities, and (ii) securities entitled to Page 131 of 149 piggyback registration rights granted by the Company prior to the date hereof without the prior written consent of the Majority Registered Holders which shall not be unreasonably withheld or delayed. 3. Piggyback Registrations. (a) Effective Registration. If prior to the end of the Registration Rights Period the Company proposes to file a registration statement under the Securities Act with respect to any class of equity securities (other than in connection with the registration of equity securities issued or issuable pursuant to a dividend reinvestment, employee stock option, stock purchase, stock bonus or similar plan or pursuant to a merger, exchange offer or transaction of the type specified in paragraph (a) of Rule 145) at any time, then the Company shall give written notice of such proposed filing to the Holders at least 20 days before the anticipated filing date, and such notice shall offer the Holders the opportunity to register such amount of Registrable Securities as each such Holder may request. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the inclusion therein of any Registrable Securities the Holders of which request, within 15 days after receiving written notice of the proposed filing from the Company, such inclusion, at the same initial public offering price and subject to the same underwriting discount and commissions as any similar securities of the Company so included. Any Holder's request for such inclusion may be withdrawn, in whole or in part, at any time prior to the effective date of the registration statement for such offering. (b) Number of Piggyback Registrations: Duration: Sale of Registrable Securities. Notwithstanding the provisions of Section 3(a) but subject to the second proviso to Section 3(c), the Company shall not be required to effect a Piggyback Registration pursuant to this Section 3 in response to a request made pursuant to Section 3(a) if the Company shall previously have so effected three Piggyback Registrations in response to such requests; provided that a Piggyback Registration shall not be deemed to have been effected for purposes of this limitation unless, in respect thereof, the following conditions (hereinafter, the "Conditions") were satisfied: (i) the applicable registration statement covered the full amount of Registrable Securities requested to be so covered by each Holder, without any reductions in any such amount pursuant to Section 3(c) or otherwise, except as a result of withdrawals pursuant to the last sentence of Section 3(a); and (ii) the applicable registration statement was declared effective and kept effective until the earlier of (A) nine months following the date on which it was declared effective and (B) the sale pursuant thereto of all of the Registrable Securities covered thereby, provided, that such non-month period shall be tolled during a Black-Out Period (as defined in Section 4(b)). (c) Cut-Backs. Notwithstanding the provisions of Section 3(a), if the managing underwriter or underwriters of a proposed underwritten offering as described in Section 3(a) deliver a written opinion to the Holders requesting inclusion of their Registrable Securities, stating that the total amount or kind of securities that they or any other Persons (other than the Company) seek to include in such offering would materially and adversely affect the success of such offering, then, in addition to the number of such securities being included in the offering for the account of the Company, the Company shall be required to include in the offering only that number of additional such securities, including Registrable Securities (collectively, the "Additional Securities"), which the underwriters determine in their sole discretion will not jeopardize the success of the offering, and the Additional Securities so included shall be apportioned pro rata among the selling stockholders and the Holders of Registrable Securities Page 132 of 149 according to the total amount of securities requested to be included therein by each selling stockholder and the Holders or in such other proportions as shall mutually be agreed to by such selling stockholders and the Holders. (d) Control by the Company. The Company may withdraw any registration statement and abandon any proposed offering initiated by the Company without the consent of any Holder of Registrable Securities, notwithstanding the request of any such Holder to participate therein in accordance with this Section 3, if the Board of Directors of the Company determines in its sole discretion that such action is in the best interests of the Company. 4. Holdback Agreements; Blackouts. (a) Restrictions on Public Sales by Holders of Registrable Securities. To the extent not inconsistent with applicable law, each Holder whose Registrable Securities are included in a Registration that is timely notified in writing by the managing underwriter or underwriters shall not effect any public sale or distribution (including a sale pursuant to Rule 144) of any issue being registered in an underwritten offering (other than pursuant to a dividend reinvestment, employee stock option, stock purchase, stock bonus or similar plan, pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) or pursuant to a "shelf" registration), any securities of the Company similar to any such issue or any securities of the Company convertible into or exchangeable or exercisable for any such issue, during the 10-day period prior to, and during the 180-day period beginning on, the effective date of the applicable registration statement (or, if later, the date on which a bona fide offering of the securities covered thereby commences), except as part of such Registration. (b) Restrictions on Public Sales by the Company. The Company shall not effect any public sale or distribution for its own account of any issue being registered in an underwritten offering (other than pursuant to a dividend reinvestment, employee stock option, stock purchase, stock bonus or similar plan, pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act or pursuant to a "shelf" registration), any securities of the Company similar to any such issue or any securities of the Company convertible into or exchangeable or exercisable for any such issue, during the 10-day period prior to, and during the 180-day period beginning on, the effective date of the applicable registration statement (or, if later, the date on which a bona fide offering of the securities covered thereby commences), except as part of such Registration. (c) Black-Outs. Notwithstanding the provisions of Sections 2 and 3, the Company may, by giving written notice to the Holders at any time prior to the effectiveness of the applicable registration statement, delay effecting a Demand Registration or a Piggyback Registration for a reasonable period of time (the "Black-Out Period") not to exceed: (i) 90 days, if at the time the Company is otherwise engaged in an issuer tender offer (within the meaning of Section 13(e) of the Exchange Act) for securities of the same class (within the meaning of the Exchange Act) as the Registrable Securities that are proposed to be registered and sold; provided that the Board of Directors of the Company shall have determined in good faith, based on advice of counsel to the Company, that such issuer tender offer may not, under Rule 10b-6, be continued and consummated if offers or sales of Registrable Securities were to be made pursuant to such Demand Registration or Piggyback Registration; provided, further, that the Company, if requested by the Majority Registered Holders, shall Page 133 of 149 cooperate with the Holders to obtain from the staff of the Commission a no-action letter to the effect that the staff would not recommend enforcement action to the Commission with respect to Rule 10b-6, or would grant an exemption from Rule 10b-6, in the event such offers and sales were to be so made; and (ii) 90 days, if at the time the Company is otherwise engaged in a financing, acquisition, corporate reorganization or other material transaction whose disclosure in the good faith judgment of the Board of Directors of the Company would (a) be detrimental to the interests of the Company and (b) based on advice of counsel to the Company, be required in connection with such Demand Registration or Piggyback Registration. 5. Registration Procedures. (a) Company Procedures. Whenever the Company is required by this Agreement to effect the registration of any Registrable Securities under the Securities Act pursuant to a registration statement, the Company shall use its best efforts to effect each such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall, as soon as practicable: (i) prepare and file with the Commission the requisite registration statement to effect such registration and thereafter use its best efforts to cause such registration statement to be declared effective as soon as practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act, provided that as soon as practicable but in no event later than three Business Days before filing such registration statement, any related prospectus or any amendment or supplement thereto, other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the Commission subsequent to the filing of such registration statement, the Company shall furnish to the Holders of the Registrable Securities covered by such registration statement and the underwriters, if any, copies of all such documents proposed to be filed, which documents shall be subject to the review of such Holders and underwriters; the Company shall not file any registration statement or amendment thereto or any prospectus or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the Commission subsequent to the filing of such registration statement) to which the managing underwriters of the applicable offering, if any, or the Majority Registered Holders shall have reasonably objected in writing, within two Business Days after receipt of such documents, to the effect that such registration statement or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act and specifying in reasonable detail the reasons therefor (provided that the foregoing shall not limit the right of any Holder whose Registrable Securities are covered by a registration statement to reasonably object, within two Business Days after receipt of such documents, to any particular information that is to be contained in such registration statement, amendment, prospectus or supplement and relates specifically to such Holder, including without limitation any information describing the manner in which such Holder acquired such Registrable Securities and the intended method of distribution of such Registrable Securities), and if the Company is unable to file any such document due to the objections of such underwriters or such Holders, the Company shall use its best efforts to cooperate with such underwriters and Holders to prepare, as soon as practicable, a document that is responsive in all material respects to the reasonable objections of such underwriters and Holders; Page 134 of 149 (ii) prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement continuously effective and current for the period required by this Agreement to the extent permitted under the Securities Act; cause each related prospectus to be supplemented by any prospectus supplement as may be required, and as so supplemented to be filed pursuant to Rule 424, if required; and otherwise use its best efforts to comply with the provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such registration statement during the applicable period and in accordance with the intended method of disposition by the selling Holders thereof set forth in such registration statement or such prospectus or prospectus supplement; (iii) notify the Holders and the managing underwriters, if any, of the applicable offering (providing, if requested by any such Persons, confirmation in writing) as soon as practicable after becoming aware of: (A) the filing of any prospectus or prospectus supplement or the filing or effectiveness (or anticipated date of effectiveness) of such registration statement or any post-effective amendment thereto; (B) any request by the Commission for amendments or supplements to such registration statement or the related prospectus or for additional information; (C) the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose; (D) the receipt by the Company of any notification with respect to the suspension of the qualification or registration (or exemption therefrom) of any Registrable Securities for sale in any jurisdiction in the United States or the initiation or threatening of any proceeding for such purposes; or (B) the happening of any event that makes any statement made in such registration statement or in any related prospectus, prospectus supplement, amendment or document incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement or in any such prospectus, supplement, amendment or other such document so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement in the light of the circumstances under which they were made) not misleading; (iv) use its best efforts to obtain at the earliest possible moment the withdrawal of any order or other action suspending the effectiveness of any such registration statement or suspending the qualification or registration (or exemption therefrom) of the Registrable Securities for sale in any jurisdiction; (v) if reasonably requested by the managing underwriters, if any, of the applicable offering, or by the Majority Registered Holders, as soon as practicable incorporate in a prospectus supplement or post-effective amendment such information as such underwriters or the Majority Registered Holders, as the case may be, agree should be included therein relating to the sale and offering of the applicable Registrable Securities, including without limitation information with respect to the number of Registrable Securities being sold to any underwriters, the purchase price being paid therefor by any such underwriters and any other terms of the offering of the Registrable Securities; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable following receipt of notice of the matters to be incorporated therein; (vi) as soon as practicable after filing such documents with the Commission, furnish to the Holders and each of the underwriters, if any, without charge, at least one manually Page 135 of 149 signed or conformed copy of such registration statement and any post-effective amendment thereto, including financial statements and schedules; and as soon as practicable after the request of any Holder or underwriter, furnish to such Holder or underwriter, as the case may be, at least one copy of any document incorporated by reference in such registration statement or in any related prospectus, prospectus supplement or amendment, together with all exhibits thereto (including those previously furnished or incorporated by reference); (vii) deliver to the Holders and to each of the underwriters, if any, without charge, as many copies of the prospectus or prospectuses (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; subject to Section 5(b)(i), the Company consents to the use of any such prospectus or any amendment or supplement thereto by the Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by any such prospectus or any amendment or supplement thereto; (viii) prior to any public offering of Registrable Securities, register or qualify, or obtain an exemption therefrom (with the cooperation of the Holders, the underwriters, if any, and their respective counsel in connection therewith to the extent necessary) of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions in the United States as the Holders or the underwriters, if any, shall reasonably request in writing; use its best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period during which such registration statement is required to be kept effective pursuant to this Agreement, to the extent permitted under the Securities Act; and do any and all other acts and things reasonably necessary or advisable to facilitate the disposition in such jurisdictions of the Registrable Securities covered by such registration statement; provided that the Company shall not be required to qualify to do business in any jurisdiction where it would not be required so to qualify but for this Section 5(a)(viii); (ix) cooperate with Holders participating in such registration and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold; and enable such Registrable Securities to be in such denominations and registered in such names as the underwriters, if any, may request at least two Business Days prior to any sale of Registrable Securities to the underwriters; (x) use its best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities in the United States as may be reasonably necessary to enable the Holders or the underwriters, if any, to consummate the disposition of such Registrable Securities; (xi) as soon as practicable after the occurrence of any event described in Section 5(a)(iii)(E), prepare a supplement or post-effective amendment to such registration statement or to the related prospectus or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; if any event described in Section 5(a)(iii)(B) occurs, use its best efforts to cooperate with the Commission to prepare, as soon as practicable, any amendment or supplement to such registration statement or such related prospectus and any other additional information, or to take other action that may have been requested by the Commission; Page 136 of 149 (xii) use its best efforts to cause all Common Stock constituting Registrable Securities covered by such registration statement to be listed on each securities exchange (or quotation system operated by a national securities association), if any, on which the Common Stock of the Company is then listed (or included), if so requested by the Majority Registered Holders or the underwriters, if any, and enter into customary agreements including, if necessary, a listing application and indemnification agreement in customary form, and provide a transfer agent for such Registrable Securities no later than the effective date of such registration statement; use its best efforts to cause any other Registrable Securities covered by such registration statement to be listed (or included) on each securities exchange (or quotation system operated by a national securities association) on which securities of the same class and series, if any, are then listed (or included) (or on any exchange or quotation system on which any Person other than a Holder shall have the right to have securities of the same class and series, if any, listed or included), if so requested by the Majority Registered Holders or the underwriters, if any, and enter into customary agreements including, if necessary, a listing application and indemnification agreement in customary form, and, if necessary, provide a transfer agent for such securities no later than the effective date of such registration statement; (xiii) provide a CUSIP number for the Registrable Securities no later than the effective date of such registration statement; (xiv) enter into customary agreements (including, in the case of an underwritten offering, an underwriting agreement in customary form for the managing underwriters with respect to issuers of similar market capitalization and reporting and financial histories) and take all such other appropriate actions in connection therewith in order to expedite or facilitate the disposition of the Registrable Securities included in such registration statement and, in the case of an underwritten offering: (A) make representations and warranties to each Holder of Registrable Securities participating in such offering and to each of the underwriters, in such form, substance and scope as are customarily made to the managing underwriters by issuers of similar market capitalization and reporting and financial histories and confirm the same to the extent customary if and when requested; (B) obtain opinions of counsel to the Company addressed to each Holder of Registrable Securities participating in such offering and to each of the underwriters, such opinions to be in customary form and covering the matters customarily covered in opinions obtained in underwritten offerings by the managing underwriters for issuers of similar market capitalization and reporting and financial histories; (C) use its best efforts to obtain "comfort" letters from the Company's independent certified public accountants addressed to each Holder of Registrable Securities participating in such offering and to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in "comfort" letters to the managing underwriters in connection with underwritten offerings by them for issuers of similar market capitalization and reporting and financial histories; (D) provide, in the underwriting agreement or agency agreement to be entered into in connection with such offering, indemnification and contribution provisions and procedures no less favorable than those set forth in Section 7 with respect to all parties to be indemnified pursuant to Section 7; and (E) deliver such customary documents and certificates as may be reasonably requested by the Majority Registered Holders and the managing underwriters to evidence compliance with clause (A) of this paragraph (xiv) and with any customary conditions contained in the underwriting agreement entered into by the Company in connection with such offering; Page 137 of 149 (xv) in the case of any nonunderwritten offering: (A) obtain an opinion of counsel to the Company at the time of effectiveness of such registration statement covering such offering and an update thereof at the time of effectiveness of any post-effective amendment to such registration statement (other than by reason of incorporation by reference of documents filed with the Commission) addressed to each Holder of any Registrable Securities covered by such registration statement, covering matters that are no more extensive in scope than would be customarily covered in opinions obtained in underwritten offerings by issuers with similar market capitalization and reporting and financial histories; (B) use its best efforts to obtain a "comfort" letter from the Company's independent certified public accountants at the time of effectiveness of such registration statement and, upon the request of the Majority Registered Holders, updates thereof, in each case addressed to each Holder of Registrable Securities participating in such offering and covering matters that are no more extensive in scope than would be customarily covered in "comfort" letters and updates obtained in underwritten offerings by issuers with similar market capitalization and reporting and financial histories; and (C) deliver a certificate of a senior executive officer of the Company at the time of effectiveness of such registration statement and, upon the request of the Majority Registered Holders, updates thereof, such certificates to cover matters no more extensive in scope than those matters customarily covered in officers' certificates delivered in connection with underwritten offerings by issuers with similar market capitalization and reporting and financial histories; (xvi) make available, for inspection by the Holders of the Registrable Securities included in such registration, any underwriter participating in any disposition of Registrable Securities pursuant to such registration statement, and any attorney, accountant or other representative retained by such selling Holders or by any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such underwriter, attorney, accountant or other representative in connection with such registration, provided that no record, document or property that is subject to a claim of privilege need be made available for inspection by any Person pursuant to this clause (xvi) if inspection thereof by such Person could, in the opinion of the Company's counsel, result in the waiver of such privilege; (xvii) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission relating to such registration and the distribution of the securities being offered (including, without limitation, Rule l0b-6, with respect to which the Company shall also use its best efforts timely to apprise each Holder of any bids and purchases by the Company, and of any known bids and purchases by each "affiliated purchaser" (as defined in Rule l0b-6) of the Company, that would in the opinion of the Company be prohibited under Rule l0b-6 in connection with a "distribution" (as so defined) by such Holder of securities of the Company) and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 thereunder), not later than 60 days after the end of any 12-month period (or 120 days, if such period is a fiscal year) commencing at the end of any fiscal quarter in which the Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering, or, if not sold to underwriters in such an offering, beginning with the first month of the Company's first fiscal quarter commencing after the effective date of such registration statement, which earning statements shall cover such 12-month periods; Page 138 of 149 (xviii) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. and in the performance of any customary or required due diligence investigation by any underwriter, provided that no record, document or property that is subject to a claim of privilege need be made available for investigation by any underwriter pursuant to this clause (xviii) if investigation thereof by such underwriter could, in the opinion of the Company's counsel, result in the waiver of such privilege; and (xix) use its best efforts to effect such registration in the manner contemplated by this Agreement. (b) Holder Procedures. (i) Each Holder agrees, by acquisition of the Registrable Securities that, upon receipt of any notice from the Company of the happening of any event described in Section 5(a)(iii) (B), 5(a) (iii) (C), 5(a)(iii)(D) or 5(a)(iii)(E), such Holder shall forthwith discontinue disposition of any Registrable Securities (but, in the case of an event described in Section 5(a)(iii)(D), in the affected jurisdiction or jurisdictions only) covered by the affected registration statement or prospectus until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(a)(iii) or 5(a)(xi) or until such Holder is (it being agreed by the Company that the underwriters, if any, shall also be) advised in writing (the "Advice") by the Company that the use of the applicable prospectus may be resumed. If the Company shall have given any such notice during a period when a Demand Registration or Piggyback Registration is in effect, the one-year period mentioned in Section 2(b) or Section 3(b), as the case may be, shall be extended by the number of days from and including the date of the giving of such notice to and including the date when each Holder of Registrable Securities included in such Registration shall have received the copies of the supplemented or amended prospectus contemplated by Section 5(a)(iii) or 5(a)(xi) or the Advice, as the case may be. (ii) In connection with any underwritten public offering of Registrable Securities, the managing underwriter of such offering shall be, (A) in the case of a Demand Registration, a nationally recognized investment banking firm selected by the Majority Registered Holders and reasonably acceptable to the Company and (B) in the case of a Piggyback Registration, a nationally recognized investment banking firm selected by the Company and reasonably acceptable to the Majority Registered Holders. 6. Registration Expenses. All expenses incident to the Company's performance of or compliance with the provisions of this Agreement, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws (including fees and disbursements of counsel in connection with blue sky qualifications or registrations (or the obtaining of exemptions therefrom) of the Registrable Securities), printing expenses (including expenses of printing prospectuses), messenger and delivery expenses, internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), fees and disbursements of its counsel and its independent certified public accounts (including the expenses of any special audit or "comfort" letters required by or incident to such performance or compliance), securities acts liability insurance (if the Company elects to obtain such insurance), fees and expenses of any special experts retained by the Company in connection with such Registration, fees and expenses of other Persons retained by the Company shall be Page 139 of 149 borne by the Company. Each Holder shall bear the fees and expenses of its counsel, the out-of-pocket expenses of the Holders incurred in connection herewith and any underwriting discounts, commissions or fees attributable to the sale of Registrable Securities included in any Registration. 7. Indemnification: Contribution. (a) Indemnification by the Company. The Company shall indemnify, to the full extent permitted by law, each Holder of Registrable Securities, its officers, directors, employees and agents, each Person who controls such Holder (within the meaning of the Securities Act) and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, except in each case insofar, but only insofar, as the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement, prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. This indemnity is in addition to any liability that the Company may otherwise have. The Company shall also indemnify any underwriters of the Registrable Securities, selling brokers, dealer managers and similar securities industries professionals participating in the distribution and their officers and directors and each Person who controls such underwriters or other Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of Holders and other specified Persons. (b) Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees and agents, each Person who controls the Company (within the meaning of the Securities Act) and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information Page 140 of 149 furnished to the Company by such Holder expressly for use therein. Notwithstanding any other provision hereof, in no event shall the indemnification obligation of any Holder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such obligation. (c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification under this Section 7 agrees to give prompt written notice to the indemnifying party after the receipt by such Person of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such Person will claim indemnification or contribution pursuant to this Agreement and, unless in the judgment of such indemnified party a conflict of interest may exist between such indemnified party and the indemnifying party with respect to such claim, permit the indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to such indemnified party (which may be regular counsel to the Company). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel with respect to such claim, unless in the judgment of counsel to such indemnified party, expressed in a writing delivered to the indemnifying party, a conflict of interest may exist between such indemnified party and any other indemnified party with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels (which shall be limited to one counsel per indemnified party). The indemnifying party shall not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. (d) Contribution. (i) If the indemnification provided for in this Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7(c), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding any other provision hereof, in no event shall the contribution obligation of any Holder be greater in amount than the excess of (A) the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities Page 141 of 149 giving rise to such contribution obligation over (B) the dollar amount of any damages that such Holder has otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission giving rise to such obligation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (iii) If any provision of an indemnification or contribution clause in an underwriting agreement or agency agreement executed by or on behalf of a Holder of Registrable Securities in accordance with Section 5(a)(xiv)(D) differs from a provision in this Section 7, such provision in the underwriting agreement shall determine such Holder's rights in respect thereof. 8. Participation in Underwritten Registrations No Person may participate in any underwritten Registration unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (c) agrees to pay such Person's pro rata portion of all underwriting discounts and commissions. 9. Cooperation with the Company. Each Holder by the acceptance of Registrable Securities agrees to use its best efforts to cooperate with the Company in all reasonable respects in connection with the preparation and filing of Registrations hereunder in which such Registrable Securities are included or requested to be included. 10. Miscellaneous. (a) Modifications in Connection with a Qualifying Offering. In connection with the consummation of a Qualifying Offering (as such term is defined in the Purchase Agreement), the registration rights provided hereunder shall be modified to the extent determined in the reasonable judgment of the Company's financial advisor to be reasonably necessary to permit consummation of the Qualifying Offering on the terms most favorable to the Company; provided, however, that the registration rights granted to the investors in the Qualifying Offering shall not be more favorable than those granted to the Holders hereunder (as so modified) without the approval of the Holders of at least a majority of the Registrable Securities then outstanding. The Holders shall have the right to participate in discussions with such financial advisor regarding any proposed change in the terms of this Agreement. The Holders shall execute and deliver appropriate amendments or supplements to this Agreement necessary to effect any such modification. (b) Remedies. Each Holder of Registrable Securities, in addition to being entitled to exercise all rights in an action at law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. Page 142 of 149 (c) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company shall have obtained the prior written consent of the Holders of at least a majority of the securities then constituting Registrable Securities. (d) Notices. All notices, requests, waivers, releases, consents, and other communications required or permitted by this Agreement (collectively, "Notices") shall be in writing. Notices shall be deemed sufficiently given for all purposes under this Agreement when delivered in person, when dispatched by telegram or (upon written confirmation of receipt) by electronic facsimile transmission or (upon written confirmation of receipt) when dispatched by a nationally recognized overnight courier service. All Notices shall be delivered as follows: (i) if to a Holder of Registrable Securities, at the address indicated on Company's registrar relating to such securities or at such other address as such Holder may have furnished to the Company in writing; and (ii) if to the Company, at: LogiMetrics, Inc. 50 Orville Drive Bohemia, New York 11716 Attention: President (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including any successors to the Company by merger. (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (g) Headings: Construction. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the context otherwise requires, all references to Sections are to Sections of this Agreement, "or" is inclusively disjunctive, and words in the singular include the plural and vice versa. In computing any period of time specified in this Agreement or in any Notices, the date of the act or event from which such period of time is to be measured shall be included, any such period shall expire at 5:00 p.m., New York City time, on the last day of such period, and any such period denominated in months shall expire on the date in the last month of such period that has the same numerical designation as the date of the act or event from which such period is to be measured; provided, however, that if there is no date in the last month of such period that has the same numerical designation as the date of such act or event, such period shall expire on the last day of the last month of such period. Page 143 of 149 (h) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of laws thereof. (i) Severability. If one or more of the provisions hereof, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remaining provisions hereof shall not be in any way affected or impaired thereby, and the provision held to be invalid, illegal or unenforceable shall be reformed to the minimum extent necessary, and in a manner as consistent with the purposes thereof as is practicable, so as to render it valid, legal and enforceable, it being intended that all of the rights and privileges of the Holders hereunder shall be enforceable to the fullest extent permitted by law. (j) Entire Agreement. This Agreement is intended by the Company and the Purchasers to be a final expression thereof and is intended to be a complete and exclusive statement of the agreement and understanding of the Company and the Purchasers in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings among the Company and any Holders with respect to such subject matter. [Remainder of page intentionally left blank] Page 144 of 149 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. LOGIMETRICS, INC. By: /s/ ---------------------------------------- Name: Title: L.A.D. EQUITY PARTNERS, L.P. By: Flint Investments, Inc. Its General Partner By: /s/ ---------------------------------------- Name: Arthur J. Pergament Title: Vice President 520 Madison Avenue New York, New York 10022 Tel: (212) 838-3830 Fax: (212) 644-8291 By: /s/ ---------------------------------------- Gerald B. Cramer 520 Madison Avenue New York, New York 10022 Tel: (212) 838-3830 Fax: (212) 644-8291 Page 145 of 149 By: /s/ ---------------------------------------- Edward J. Rosenthal, Keogh 520 Madison Avenue New York, New York 10022 Tel: (212) 838-3830 Fax: (212) 644-8291 CRM 1998 ENTERPRISE FUND, LLC By: Cramer Rosenthal McGlynn, Inc., Its Managing Member By: /s/ ---------------------------------------- Name: Eugene A. Trainor, III Title: Chief Financial Officer 520 Madison Avenue New York, New York 10022 Tel: (212) 838-3830 Fax: (212) 644-8291 A.C. ISRAEL ENTERPRISES, INC. By: /s/ ---------------------------------------- Name: Jay Howard Title: 520 Madison Avenue New York, New York 10022 Tel: (212) 838-3830 Fax: (212) 644-8291 Page 146 of 149 CRM-EFO PARTNERS, L.P. By: CRM-EFO Investments, LLC, Its General Partner By: CRM Management, Inc., Its Managing Member By: /s/ ---------------------------------------- Name: Eugene A. Trainor, III Title: 520 Madison Avenue New York, New York 10022 Tel: (212) 838-3830 Fax: (212) 644-8291 By: /s/ ---------------------------------------- Richard S. Fuld, Jr. By: Cramer Rosenthal McGlynn, Inc., Attorney-in-Fact By: /s/ ---------------------------------------- Name: Eugene A. Trainor, III Title: Chief Financial Officer 520 Madison Avenue New York, New York 10022 Tel: (212) 838-3830 Fax: (212) 644-8291 Page 147 of 149 PAMELA EQUITIES CORP. By: /s/ ---------------------------------------- Name: Title: 3 New York Plaza 18th Floor New York, New York 10004 Tel: (212) 837-4829 Fax: (212) 837-4938 WHITEHALL PROPERTIES, LLC By: /s/ ---------------------------------------- Name: Title: Manager 3 New York Plaza 18th Floor New York, New York 10004 Tel: (212) 837-4829 Fax: (212) 837-4938 KABUKI PARTNERS ADP, GP By: /s/ ---------------------------------------- Name: Title: General Partner 3 New York Plaza 18th Floor New York, New York 10004 Tel: (212) 837-4829 Fax: (212) 837-4938 Page 148 of 149 McGLYNN FAMILY PARTNERSHIP By: /s/ ---------------------------------------- Name: Ronald H. McGlynn Title: General Partner 520 Madison Avenue New York, New York 10022 Tel: (212) 838-3830 Fax: (212) 644-8291 By: /s/ ---------------------------------------- Fred M. Filoon 520 Madison Avenue New York, New York 10022 Tel: (212) 838-3830 Fax: (212) 644-8291 By: /s/ ---------------------------------------- Eugene A. Trainor, III 520 Madison Avenue New York, New York 10022 Tel: (212) 838-3830 Fax: (212) 644-8291 By: /s/ ---------------------------------------- Charles S. Brand 20 Meridian Way Eatontown, New Jersey 07724 Tel: (732) 935-7150 Fax: (732) 935-7151 Page 149 of 149 -----END PRIVACY-ENHANCED MESSAGE-----