June 25, 1997 Wolfensohn Partners L.P. ("WPLP") 590 Madison Avenue, 32nd Floor New York, New York 10022 J.P. Morgan Investment Corporation ("JPMIC") 60 Wall Street New York, New York 10260 Note Purchase Agreement Dear Sirs: This letter sets forth the...Note Purchase Agreement • December 29th, 1997 • Antiope Ventures Lp • Miscellaneous electrical machinery, equipment & supplies • New York
2 3 exemption from registration. Wolfensohn shall be entitled to include the Warrant Shares in any demand or piggyback registration to which Wolfensohn is entitled in respect of Common Stock held by it.Warrant Agreement • December 29th, 1997 • Antiope Ventures Lp • Miscellaneous electrical machinery, equipment & supplies • New York
2 Assignment and Assumption Agreement (Omnibus) 3 August 7, 1997 and the First Closing Date (as defined in the Landmark Agreement);Assignment and Assumption Agreement • December 29th, 1997 • Antiope Ventures Lp • Miscellaneous electrical machinery, equipment & supplies • Delaware
2 3 3. Validity of Warrant and Issue of Shares.Warrant Agreement • December 29th, 1997 • Antiope Ventures Lp • Miscellaneous electrical machinery, equipment & supplies • New York
1 Exhibit 13 PLEDGE AGREEMENT. PLEDGE AGREEMENT dated as of the 18th day of August, 1997 (the "Agreement") by and among Lasertechnics, Inc., a Delaware corporation (the pledgor"), Wolfensohn Partners L.P., a Delaware limited partnership (the...Pledge Agreement • December 29th, 1997 • Antiope Ventures Lp • Miscellaneous electrical machinery, equipment & supplies • New York
AS OF JULY 14, 1997 (FINAL) To the Holders listed on Schedule I attached hereto: STANDSTILL AGREEMENT Dear Sirs: This Standstill Agreement sets forth the terms and conditions on which Lasertechnics, Inc., a Delaware corporation (the "Company"), and...Standstill Agreement • December 29th, 1997 • Antiope Ventures Lp • Miscellaneous electrical machinery, equipment & supplies • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • December 29th, 1997 • Antiope Ventures Lp • Miscellaneous electrical machinery, equipment & supplies
3 4 Common Stock of the Company) or (iii) subscription rights, options or warrants to purchase any of the foregoing assets or securities, whether or not such rights, options or warrants are immediately exercisable (hereinafter collectively called...Warrant Agreement • December 29th, 1997 • Antiope Ventures Lp • Miscellaneous electrical machinery, equipment & supplies • New York
1 Exhibit 9 NEITHER THIS WARRANT NOR ANY SHARES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR ANY SUCH SHARES MAY BE SOLD, OFFERED...Warrant Agreement • December 29th, 1997 • Antiope Ventures Lp • Miscellaneous electrical machinery, equipment & supplies • Delaware
1 2 exercised immediately prior to the close of business on the date of delivery of a duly executed notice of exercise, together with the amount (in cash or by delivering the Conversion Letter or by surrender of a portion of this Warrant) payable upon...Warrant Agreement • December 29th, 1997 • Antiope Ventures Lp • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 22 CONTINUING GENERAL SECURITY AGREEMENTContinuing General Security Agreement • December 29th, 1997 • Antiope Ventures Lp • Miscellaneous electrical machinery, equipment & supplies • New York
1 2 by Maker in the Extension Request. Bank must receive the Extension Request at least seven Business Days prior to the expiration of the original Term or the then current additional Term, as the case may be, of said Advance and shall decide in its...Grid Note With Libor Pricing • December 29th, 1997 • Antiope Ventures Lp • Miscellaneous electrical machinery, equipment & supplies
