CONNECTION WITH
THIS AGREEMENT, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED
TO BE EXECUTED IN CONNECTION HEREWITH AND THEREWITH OR ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF THE AGENTS OR THE OTHER SECURED PARTIES RELATING TO THE
ADMINISTRATION OF ANY LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT
NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH
A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH
GRANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PARTY HERETO
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A
MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO ACCEPT THIS AGREEMENT.
**The next pages are the signature pages.**
- 26 -
IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and
Collateral Agreement to be duly executed and delivered as of the date first
above written.
ADMINISTRATIVE AGENT
AND COLLATERAL AGENT:
RBS CITIZENS, N.A.
Clifford Mellor
Name:
Clifford Mellor
Title:
Senior Vice President
[Signature Page to Guarantee and Collateral Agreement]
GRANTORS:
Advanced Forming Technology, Inc.
By: /s/ Jason Young
Name:
Jason
Young
Title:
Chief Executive Officer
ARC WIRELESS, INC.
By:
/s/ Jason Young
Name:
Jason Young
Title:
Chief Executive Officer
FLOMET LLC
By: /s/ Jason Young
Name:
Jason Young
Title:
Chief Executive Officer
GENERAL FLANGE & FORGE LLC
By:
/s/ Jason Young
Name:
Jason Young
Title:
Chief Executive Officer
TEKNA SEAL LLC
By: /s/ Jason Young
Name:
Jason Young
Title:
Chief Executive Officer
3D MATERIAL TECHNOLOGIES, LLC
By: /s/ Jason Young
Name:
Jason Young
Title:
Chief Executive Officer
ARC GROUP WORLDWIDE, INC.
By: /s/ Jason Young
Name:
Jason
Young
Title:
Chief Executive Officer
[Signature Page to Guarantee and Collateral Agreement]
ARC WIRELESS, LLC
By: /s/ Jason Young
Name:
Jason Young
Title:
Chief Executive Officer
quadrant Metals Technologies llc
By: /s/ Jason Young
Name:
Jason Young
Title:
Chief Executive Officer
[Signature Page to Guarantee and Collateral Agreement]
Exhibit A
to Guarantee and Collateral Agreement
[FORM OF] COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT SECURITY AGREEMENT (this "Agreement"), dated as of _____________
__, ____, is made between [Grantor], a [______________] (the "Grantor"), and RBS
Citizens, N.A., as collateral agent (together with its successor(s) thereto in
such capacity, the "Collateral Agent") for each of the Secured Parties.
WITNESSETH:
WHEREAS, [certain affiliates of] the Grantor and the Collateral Agent, among
others, are parties to the Credit Agreement, dated as of March [__], 2014 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), with the Lenders party thereto;
WHEREAS, in connection