Brillian Corp Sample Contracts

EXHIBIT 4.14 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 29, 2005, by and among Syntax-Brillian Corporation, a Delaware corporation (the "Company"), and the persons and...
Registration Rights Agreement • January 3rd, 2006 • Syntax-Brillian Corp • Radio & tv broadcasting & communications equipment • Texas
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Preamble. Article 1. Adoption Agreement. Article 2. Definitions. 2.01. Definiti ons............................................................................ ............... 1 2.02. Pronouns..................................................
Brillian Corp • June 27th, 2003 • Radio & tv broadcasting & communications equipment • Massachusetts
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ARTICLE II REPRESENTATIONS AND WARRANTIES
Share Purchase Agreement • September 16th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment • Delaware
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RECITALS
Assignment and Assumption Agreement • September 3rd, 2003 • Brillian Corp • Radio & tv broadcasting & communications equipment • Delaware
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Warrant for the Purchase of Shares of Common Stock (par value $0.001 per share)
Syntax-Brillian Corp • January 3rd, 2006 • Radio & tv broadcasting & communications equipment • Texas
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AGREEMENT
Securities Purchase Agreement • January 3rd, 2006 • Syntax-Brillian Corp • Radio & tv broadcasting & communications equipment • Texas
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EXHIBIT 1 BRILLIAN CORPORATION SHARES OF COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • April 19th, 2004 • Brillian Corp • Radio & tv broadcasting & communications equipment • Delaware
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COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of BRILLIAN CORPORATION
Brillian Corp • July 18th, 2005 • Radio & tv broadcasting & communications equipment

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 181st day after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Brillian Corporation, a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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EXHIBIT 4.2 RIGHTS AGREEMENT BY AND BETWEEN BRILLIAN CORPORATION
Rights Agreement • September 3rd, 2003 • Brillian Corp • Radio & tv broadcasting & communications equipment • New York
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4% CONVERTIBLE DEBENTURE DUE JULY 12, 2008
Brillian Corp • July 18th, 2005 • Radio & tv broadcasting & communications equipment • New York

THIS DEBENTURE is one of a series of duly authorized and issued 4% Convertible Debentures of Brillian Corporation, a Delaware corporation, having a principal place of business at (the “Company”), designated as its 4% Convertible Debenture, due July 12, 2008 (the “Debenture” and collectively with the other such series of debentures, the “Debentures”).

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EXHIBIT 10.3 TAX SHARING AGREEMENT BY AND BETWEEN THREE-FIVE SYSTEMS, INC. AND BRILLIAN CORPORATION EFFECTIVE AS OF SEPTEMBER 1, 2003 TABLE OF CONTENTS
Tax Sharing Agreement • September 3rd, 2003 • Brillian Corp • Radio & tv broadcasting & communications equipment • Delaware
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SECURITY AGREEMENT
Security Agreement • April 26th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment • New York

SECURITY AGREEMENT, dated as of April 18, 2005 (this “Agreement”), between Brillian Corporation, a Delaware corporation (the “Company” or the “Debtor”) and the holder or holders of the Company’s 9% Senior Secured Debenture due April 20, 2008 in the original aggregate principal amount of $2,000,000 (the “Debenture”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).

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EXHIBIT 10.5 TRANSITION SERVICES AGREEMENT BY AND BETWEEN THREE-FIVE SYSTEMS, INC.
Transition Services Agreement • September 3rd, 2003 • Brillian Corp • Radio & tv broadcasting & communications equipment • Delaware
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 1st, 2007 • Syntax-Brillian Corp • Radio & tv broadcasting & communications equipment • New York

If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus

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COMMERCIAL SECURITY AGREEMENT (CONTINUED)
Commercial Security Agreement • January 3rd, 2007 • Syntax-Brillian Corp • Radio & tv broadcasting & communications equipment • California
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EXHIBIT 10.2 INTELLECTUAL PROPERTY AGREEMENT BY AND BETWEEN THREE-FIVE SYSTEMS, INC.
Intellectual Property Agreement • September 3rd, 2003 • Brillian Corp • Radio & tv broadcasting & communications equipment
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 18th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 12, 2005 among Brillian Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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SYNTAX-BRILLIAN CORPORATION (a Delaware corporation) 25,608,695 Shares of Common Stock (Par Value $.001 Per Share) PURCHASE AGREEMENT
Purchase Agreement • May 24th, 2007 • Syntax-Brillian Corp • Radio & tv broadcasting & communications equipment • New York

MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters 4 World Financial Center New York, New York 10080

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EXHIBIT 10.12 [***] = CONFIDENTIAL PORTIONS OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. NON-EXCLUSIVE LICENSE AGREEMENT THIS NON-EXCLUSIVE LICENSE AGREEMENT ("Agreement")...
Non-Exclusive License Agreement • September 16th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment • New York
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EXHIBIT 2 MASTER SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN THREE- FIVE SYSTEMS, INC.
Master Separation and Distribution Agreement • September 3rd, 2003 • Brillian Corp • Radio & tv broadcasting & communications equipment • Arizona
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 2nd, 2007 • Syntax-Brillian Corp • Radio & tv broadcasting & communications equipment • Arizona

This Securities Purchase Agreement (this “Agreement”) is dated as of March 27, 2007, among Syntax-Brillan Corporation, a Delaware corporation (the “ Company “), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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RECITALS
Business Loan and Security Agreement • May 11th, 2007 • Syntax-Brillian Corp • Radio & tv broadcasting & communications equipment • California
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 26th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 18, 2005, among Brillian Corporation, a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 19th, 2007 • Syntax-Brillian Corp • Radio & tv broadcasting & communications equipment

EMPLOYMENT AGREEMENT (this “Agreement”) executed on December 18, 2007 as of December 1, 2007 (the “Effective Date”), by and between SYNTAX-BRILLIAN CORPORATION, a Delaware corporation (the “Company”), and JAMES LI (“Executive”).

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AMENDED AND RESTATED 7% CONVERTIBLE DEBENTURE DUE APRIL ___, 2008
Brillian Corp • July 18th, 2005 • Radio & tv broadcasting & communications equipment • New York

THIS DEBENTURE is one of a series of duly authorized and issued 7% Convertible Debentures of Brillian Corporation, a Delaware corporation, having a principal place of business at (the “Company”), designated as its 7% Convertible Debenture, due April ___, 2008 (the “Debenture(s)”).

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Exhibit 10.14 [***] = CONFIDENTIAL PORTIONS OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. [JDS UNIPHASE LOGO] EQUIPMENT LOAN AGREEMENT THIS EQUIPMENT LOAN AGREEMENT...
Equipment Loan Agreement • September 16th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment • California
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COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of SYNTAX- BRILLIAN CORPORATION
Syntax-Brillian Corp • April 2nd, 2007 • Radio & tv broadcasting & communications equipment

THIS COMMON STOCK PURCHASE WARRANT (“Warrant ”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 181st day after March 27, 2007 (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Syntax-Brillian Corporation, a Delaware corporation (the “Company”), up to ___ shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 7th, 2006 • Syntax-Brillian Corp • Radio & tv broadcasting & communications equipment • Arizona

This Securities Purchase Agreement (this “Agreement”) is dated as of December 1, 2006, among Syntax-Brillan Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT To Purchase 750,000 Shares of Common Stock of SYNTAX-BRILLIAN CORPORATION
Syntax-Brillian Corp • April 3rd, 2006 • Radio & tv broadcasting & communications equipment

THIS COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, Taiwan Kolin Company, Ltd (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 181st day after March 29, 2006 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Syntax-Brillian Corporation, a Delaware corporation (the “Company”), up to 750,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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BRILLIAN CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 4th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made as of February 28, 2005, by and between Brillian Corporation, a Delaware corporation (the “Company”), and Vincent F. Sollitto, Jr. (the “Participant”).

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AMENDED and RESTATED COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of BRILLIAN CORPORATION
Brillian Corp • July 18th, 2005 • Radio & tv broadcasting & communications equipment

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 181st day after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Brillian Corporation, a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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EXHIBIT 10.46 AMENDED AND RESTATED PROMISSORY NOTE VARIABLE RATE (CASH COLLATERAL SECURED)
Syntax-Brillian Corp • December 28th, 2006 • Radio & tv broadcasting & communications equipment
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FIRST AMENDED AND RESTATED REAL PROPERTY SUBLEASE AGREEMENT BY AND BETWEEN THREE-FIVE SYSTEMS, INC. AND BRILLIAN CORPORATION EFFECTIVE AS OF JUNE 1, 2004
Real Property Sublease Agreement • August 12th, 2004 • Brillian Corp • Radio & tv broadcasting & communications equipment • Arizona

This First Amended and Restated Real Property Sublease Agreement (this “Sublease”) is entered into as of June 1, 2004, by and between Three-Five Systems, Inc., a Delaware corporation, with offices at 1600 North Desert Drive, Tempe, Arizona 85281, Tempe, Arizona (“TFS”), and Brillian Corporation, having an address at 1600 North Desert Drive, Tempe, Arizona 85281 (“Brillian”).

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Contract
Brillian Corp • July 18th, 2005 • Radio & tv broadcasting & communications equipment • New York

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITY.

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EXHIBIT 10.13 [***] = CONFIDENTIAL PORTIONS OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION [JDS UNIPHASE LOGO] 10 December 2004 Brillian Corporation 1600 North Desert Drive...
Letter Agreement • September 16th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment • New York
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