UNDERWRITING AGREEMENT between SIX15 TECHNOLOGIES HOLDING CORP. and THINKEQUITY LLC as Representative of the Several Underwriters Six15 Technologies Holding Corp.Underwriting Agreement • August 10th, 2023 • Six15 Technologies Holding Corp. • Computer peripheral equipment, nec • New York
The undersigned, Six15 Technologies Holding Corp., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Six15 Technologies Holding Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EXHIBIT A Form of Representative’s Warrant AgreementSix15 Technologies Holding Corp. • August 10th, 2023 • Computer peripheral equipment, nec
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or his, her or its assigns (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 ____, 2023, which is one hundred eighty (180) days following the Commencement Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to 5:00 p.m. (New York time) on [____], 2028, the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIX15 TECHNOLOGIES HOLDING CORP., a Delaware corporation (the “Company”), up to ______1 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Se
ContractSix15 Technologies Holding Corp. • August 10th, 2023 • Computer peripheral equipment, nec
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR ANY APPLICABLE STATE LAW, AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING SUCH TRANSACTION OR (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
ASSET PURCHASE AGREEMENT by and between TDG ACQUISITION COMPANY, LLC and VUZIX CORPORATION Dated: June 15, 2012Asset Purchase Agreement • August 10th, 2023 • Six15 Technologies Holding Corp. • Computer peripheral equipment, nec • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is made as of June 15, 2012, by and between TDG ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Buyer”), and VUZIX CORPORATION, a Delaware corporation (“Seller”).
Loan and Security AgreementLoan and Security Agreement • August 10th, 2023 • Six15 Technologies Holding Corp. • Computer peripheral equipment, nec • New York
CONTRIBUTION AGREEMENTContribution Agreement • August 10th, 2023 • Six15 Technologies Holding Corp. • Computer peripheral equipment, nec • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into and made effective as of June 30, 2022 (the “Effective Date”), by and among: (1) SIXFIFTEEN TECHNOLOGIES HOLDING CORP., a Delaware corporation (“Corp”); (2) TDG ACQUISTION COMPANY, LLC, a Delaware limited liability company (“TDG”); (3) THAYER LONGVIEW TDG, LLC, a Delaware limited liability company (“TL”); (4) SIXFIFTEEN FUNDING, LLC, a Delaware limited liability company (“Funding LLC”; and collectively with TDG and TL, the “LLCs” and each individually an “LLC”); and (5) the MEMBERS OF LLCS listed on Annex A to this Agreement (each, a “Member” and collectively, the “Members”). Each of the parties to this Agreement is sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO AGREEMENTSSix15 Technologies Holding Corp. • August 10th, 2023 • Computer peripheral equipment, nec
This Amendment No. 1 to Agreements (“Amendment No. 1”), dated as of October 4 2018 (the “Effective Date”), is entered into by and between TDG Acquisition Company, LLC, a Delaware limited liability company (“Buyer”) and Vuzix Corporation, a Delaware corporation (“Seller,” and together with Buyer the “Parties,” and each, a “Party”).
SQN Venture PartnersSix15 Technologies Holding Corp. • August 10th, 2023 • Computer peripheral equipment, nec
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2023 • Six15 Technologies Holding Corp. • Computer peripheral equipment, nec • New York
This Amendment No. 1 to the Loan and Security Agreement (this “Amendment”) is entered into as of May 1, 2022 (the “Effective Date”) by and between SQN VENTURE INCOME FUND II, LP, a Delaware limited partnership (together with its assigns, “Lender”), and TDG ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Borrower”). The parties agree as follows:
