EXHIBIT 10.35 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED BY ANY PERSON, UNLESS (1) EITHER (A) A...Datametrics Corp • January 6th, 2006 • Computer peripheral equipment, nec • New York
WARRANT TO PURCHASE COMMON STOCK OF DATAMETRICS CORPORATIONDatametrics Corp • September 13th, 1999 • Computer peripheral equipment, nec • New Jersey
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 7, 1999, among Datametrics Corporation, a Delaware corporation (the "Company"), and the entities listed on Schedule A attached...Registration Rights Agreement • May 17th, 1999 • Datametrics Corp • Computer peripheral equipment, nec • New York
Exhibit 10.28 LEASE AGREEMENT BY AND BETWEEN SG DMTI LLC ("Landlord")Lease Agreement • November 22nd, 2005 • Datametrics Corp • Computer peripheral equipment, nec • Florida
NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "ACT"), OR APPLICABLE STATE...Datametrics Corp • September 13th, 1999 • Computer peripheral equipment, nec • New York
SECURITY AGREEMENT 1. GRANT. For value received, Datametrics, Inc., a Delaware corporation, ("DMC"), in this security agreement (this "Security Agreement"), grants to Daniel P. Ginns ("Secured Party"), a security interest in all right, title, and...Security Agreement • September 17th, 1999 • Datametrics Corp • Computer peripheral equipment, nec • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. AS AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE AND NOT BE OFFERED OR SOLD IN CONTRAVENTION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE LAWS OR THE...Datametrics Corp • September 17th, 1999 • Computer peripheral equipment, nec
EXHIBIT 4.7 ----------- SUBSCRIPTION AGREEMENT Datametrics Corporation 25B Hanover Road, No. 3305 Florham Park, NJ 07932 Attn: Mr. Daniel P. Ginns Chairman Ladies and Gentlemen: The undersigned ("Subscriber") hereby tenders this Subscription Agreement...Subscription Agreement • January 7th, 1999 • Datametrics Corp • Computer peripheral equipment, nec • California
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July ___, 1999, among Datametrics Corporation, a Delaware corporation (the "Company"), and the entities or individuals listed on...Registration Rights Agreement • August 24th, 1999 • Datametrics Corp • Computer peripheral equipment, nec • New Jersey
ALLONGE TO NOTEDatametrics Corp • February 13th, 2007 • Computer peripheral equipment, nec
This Allonge to that certain Secured Promissory Note in the original principal amount of $500,000, dated December 30, 2005, made by Datametrics Corporation, a Delaware corporation, as Borrower, to and for the benefit of SG DMTI Capital LLC, as Payee (the "Original Note");
SECTION 1 DEFINITIONSRegistration Rights Agreement • January 6th, 2006 • Datametrics Corp • Computer peripheral equipment, nec • New York
PLEDGE AGREEMENT PLEDGE AGREEMENT (this "Agreement") made this 31st day of January, 2001, among the undersigned shareholder of MADEMYWAY.COM, INC., a Delaware corporation with an office at 1717 Diplomacy Row, Orlando, Florida 32809 (the "Corporation")...Pledge Agreement • February 13th, 2001 • Datametrics Corp • Computer peripheral equipment, nec • New York
COMMON STOCK PURCHASE AGREEMENT Dated as of May 7, 1999 by and among DATAMETRICS CORP.Common Stock Purchase Agreement • May 17th, 1999 • Datametrics Corp • Computer peripheral equipment, nec • New York
EXCHANGE AGREEMENT EXCHANGE AGREEMENT dated as of the 31st day of January, 2001 (this "Agreement") by and between DATAMETRICS CORPORATION, a Delaware corporation (the "Corporation"), and DMTR, LLC, a New York limited liability company ("DMTR"). W I T...Exchange Agreement • February 13th, 2001 • Datametrics Corp • Computer peripheral equipment, nec • New York
EXHIBIT 10.33 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE...Datametrics Corp • January 6th, 2006 • Computer peripheral equipment, nec • New York
BB&TGuaranty Agreement • September 13th, 1999 • Datametrics Corp • Computer peripheral equipment, nec • Maryland
RECITALSEmployment Agreement • September 17th, 1999 • Datametrics Corp • Computer peripheral equipment, nec • Delaware
LOAN AGREEMENTDatametrics Corp • February 13th, 2001 • Computer peripheral equipment, nec • New York
NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "ACT"), OR APPLICABLE STATE...Datametrics Corp • August 24th, 1999 • Computer peripheral equipment, nec • New Jersey
EXHIBIT 4.6 ----------- REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of the ____ day of December, 1998, among the entities listed on Schedule A (collectively referred to as the "Holders"), and DATAMETRICS CORPORATION, a...Registration Rights Agreement • January 7th, 1999 • Datametrics Corp • Computer peripheral equipment, nec • New York
EXHIBIT 4.5 ----------- THIS NOTE IS ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, IN WHOLE OR IN PART, IN...Datametrics Corp • January 7th, 1999 • Computer peripheral equipment, nec • New York
SECURITY AGREEMENT THIS SECURITY AGREEMENT dated as of July __, 1999 (as the same may be supplemented, modified, amended or restated from time to time in the manner provided herein, this "Agreement"), by and among DATAMETRICS CORPORATION, a Delaware...Security Agreement • August 24th, 1999 • Datametrics Corp • Computer peripheral equipment, nec • New Jersey
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement") made this 31st day of January, 2001, by and between MADEMYWAY.COM, INC., a Delaware corporation, having an office at 1717 Diplomacy Row, Orlando Florida 32809 (the "Debtor"), and DMTR, LLC, a...Security Agreement • February 13th, 2001 • Datametrics Corp • Computer peripheral equipment, nec • New York
Borrower: DATAMETRICS CORPORATION, a Delaware corporation Account Number: _______________ Note Number: ________________ Address:_______________________ BB&T ___________________, Maryland _______________________ Date: August 20, 1999 PROMISSORY NOTE...Datametrics Corp • September 13th, 1999 • Computer peripheral equipment, nec
SECTION 1. DEFINITIONS......................................................... ........................2 SECTION 2. AUTHORIZATION: PURCHASE AND SALE............................................................8 2.1. Authoriz...Registration Rights Agreement • January 6th, 2006 • Datametrics Corp • Computer peripheral equipment, nec • New York
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement") made this 31st day of January, 2001, by and between DATAMETRICS CORPORATION, a Delaware corporation, having an office at 1717 Diplomacy Row, Orlando, Florida 32809 (the "Debtor"), and DMTR, LLC,...Security Agreement • February 13th, 2001 • Datametrics Corp • Computer peripheral equipment, nec • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 5th, 2001 • Datametrics Corp • Computer peripheral equipment, nec • California
Exhibit 10.12 MUTUAL RELEASE AND SETTLEMENT AGREEMENT --------------------------------------- This Mutual Release and Settlement Agreement (the "Agreement") is being entered into as of March 9, 1999 by The Manufacturers Life Insurance Company...Mutual Release and Settlement Agreement • March 11th, 1999 • Datametrics Corp • Computer peripheral equipment, nec • California
MODIFICATION AND AMENDMENT AGREEMENT MODIFICATION AND AMENDMENT AGREEMENT (this "Agreement") dated this 31st day of January, 2001 by and between DATAMETRICS CORPORATION, a Delaware corporation with offices at 1717 Diplomacy Row, Orlando, Florida 32809...Modification and Amendment Agreement • February 13th, 2001 • Datametrics Corp • Computer peripheral equipment, nec
BB&T Loan AgreementT Loan Agreement • September 13th, 1999 • Datametrics Corp • Computer peripheral equipment, nec • Maryland
EXHIBIT 4 DMCDatametrics Corp • April 19th, 2002 • Computer peripheral equipment, nec
transferable on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
THE SECURITIES DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES...Note Subscription Agreement • August 24th, 1999 • Datametrics Corp • Computer peripheral equipment, nec • New Jersey
Exhibit 10.11 ADDENDUM TO SECURITY AND LOAN AGREEMENT ("SECURITY AND LOAN AGREEMENT") BETWEEN DATAMETRICS CORPORATION AND IMPERIAL BANK DATED: MARCH 4, 1997 This Addendum is made and entered into as of MARCH 4, 1997, between DATAMETRICS CORPORATION...Security and Loan Agreement • June 6th, 1997 • Datametrics Corp • Computer peripheral equipment, nec
CONSENTDatametrics Corp • January 6th, 2006 • Computer peripheral equipment, nec • New York
EXHIBIT 10.71 SECOND AMENDMENT TO ADDENDUM TO SECURITY AND LOAN AGREEMENT ("SECURITY AND LOAN AGREEMENT") BETWEEN DATAMETRICS CORPORATION AND IMPERIAL BANK DATED: MARCH 21, 1995 The Security and Loan Agreement between Datametrics Corporation...Security and Loan Agreement • January 26th, 1996 • Datametrics Corp • Computer peripheral equipment, nec
EXHIBIT 10.71 SECOND AMENDMENT TO ADDENDUM TO SECURITY AND LOAN AGREEMENT ("SECURITY AND LOAN AGREEMENT") BETWEEN DATAMETRICS CORPORATION AND IMPERIAL BANK DATED: MARCH 21, 1995 The Security and Loan Agreement between Datametrics Corporation ("Borrower") and Imperial Bank ("Bank"), dated March 21, 1995, is amended as follows: Borrower agrees that it will not: 1.) Make or incur obligations for capital expenditures in excess of $1,900,000 during the 1995 fiscal year or in excess of $1,900,000 during any one fiscal year thereafter. All other terms and conditions of Bank's loan to Borrower remain unchanged. Agreed: December 5, 1995 Datametrics Corporation Imperial Bank By: /s/ John J. Van Buren By: /s/ Roger Kratz ------------------------------- ------------------------------- Title: C.F.O. Title: Vice President
