(93,750) SHARES OF COMMON STOCK OF BORROWER AT AN EXERCISE
PRICE OF $.01 PER SHARE.
(D)
REGISTRABLE SECURITIES.
ALL OF THE COMMON STOCK ISSUABLE UPON THE
EXERCISE OF THE WARRANTS SHALL CONSTITUTE REGISTRABLE SECURITIES UNDER THE
REGISTRATION RIGHTS AGREEMENT BETWEEN BORROWER AND LENDER DATED AS OF EVEN
HEREWITH IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT D.
3.
CLOSING; DELIVERIES; CONDITIONS TO
ADVANCE.
3.1.
Closing Date.
The closing of this Agreement (the "Closing") is taking
place on the date hereof ("Closing Date") and is being held at the offices of
Safeguard Scientifics, Inc., 435 Devon Park Drive, Building 800, Wayne,
Pennsylvania, contemporaneously with the execution of this Agreement.
3.2.
Closing Deliveries and Actions.
The parties shall make the following
deliveries and take the following actions at the Closing:
(A)
BORROWER SHALL DELIVER OR CAUSED TO BE DELIVERED TO LENDER (I) A
COUNTERPART OF THIS AGREEMENT, (II) THE NOTE, (III) THE COMMITMENT FEE WARRANTS,
(IV) THE PRIOR FACILITY WARRANTS, AND (V) A COUNTERPART TO THE REGISTRATION
RIGHTS AGREEMENT, EACH FULLY EXECUTED;
(B)
COUNSEL TO BORROWER SHALL DELIVER TO LENDER A LEGAL OPINION IN
FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO LENDER
(C)
LENDER SHALL DELIVER OR CAUSED TO BE DELIVERED TO BORROWER A FULLY
EXECUTED COUNTERPART TO THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT;
(D)
BORROWER SHALL DELIVER A CERTIFICATE, EXECUTED ON BEHALF OF
BORROWER BY THE SECRETARY THEREOF, DATED AS OF THE CLOSING, CERTIFYING THE
INCUMBENCY OF EACH OF THE OFFICERS OF BORROWER EXECUTING THIS AGREEMENT, AND ALL
OTHER DOCUMENTS, INSTRUMENTS OR CERTIFICATES TO BE EXECUTED AND DELIVERED BY
BORROWER IN CONNECTION THEREWITH, AND ATTACHING CERTIFIED COPIES OF (I) THE
RESOLUTIONS OF A SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF BORROWER
APPROVING THIS AGREEMENT, THE WARRANTS, AND THE OTHER TRANSACTIONS CONTEMPLATED
HEREBY, (II) TRUE, COMPLETE, AND ACCURATE COPIES OF EACH OF (X) THE CERTIFICATE
OF INCORPORATION OF BORROWER, CERTIFIED BY THE SECRETARY OF STATE OF THE STATE
OF DELAWARE, AND (Y) THE BYLAWS OF BORROWER, EACH OF WHICH REMAIN IN FULL FORCE
AND EFFECT, WITHOUT MODIFICATION, AS OF THE DATE OF THE CLOSING, AND (III) A
CERTIFICATE OF GOOD STANDING, ISSUED BY THE SECRETARY OF STATE OF THE STATES OF
DELAWARE AND CALIFORNIA, CERTIFYING THAT BORROWER IS IN GOOD STANDING, AS OF A
RECENT DATE PRIOR TO THE CLOSING, IN EACH SUCH JURISDICTION;
(E)
BORROWER SHALL DELIVER A CERTIFICATE, EXECUTED ON BEHALF OF
BORROWER BY THE CHIEF FINANCIAL OFFICER THEREOF, DATED AS OF THE CLOSING,
CERTIFYING THAT FINANCIAL STATEMENTS DELIVERED AT OR BEFORE CLOSING PURSUANT TO
THIS AGREEMENT HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP;
(F)
BORROWER, LENDER AND COMERICA SHALL HAVE AMENDED THE
SAFEGUARD/COMERICA SUBORDINATION AGREEMENT TO CONTEMPLATE THE TRANSACTIONS
CONTEMPLATED HEREIN; AND
9
(G)
BORROWER, LENDER AND SAFEGUARD SCIENTIFICS (DELAWARE), INC. SHALL
HAVE DELIVERED A FULLY EXECUTED SECOND AMENDMENT TO AMENDED AND RESTATED
REIMBURSEMENT AND INDEMNITY AGREEMENT IN THE FORM PREVIOUSLY AGREED BY THE
PARTIES.
3.3.
Conditions to Advance.
It shall be a condition to Lender's funding
Advances hereunder on or after the Closing Date that:
(A)