Second AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • March 3rd, 2004 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
This Second Amendment To Forbearance Agreement ("Amendment") is entered into on this 20th day of February 2004, at Cupertino, California, by and between the following parties: PACIFIC BUSINESS FUNDING, a division of GREATER BAY BANK N.A. (and formerly a division of Cupertino National Bank), ("PBF"), and SOUTHWALL TECHNOLOGIES INC., a Delaware corporation ("STI").
Southwall Technologies Inc. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2004 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of February 20, 2004, by and among Southwall Technologies Inc., a Delaware corporation (the "Company"), and the persons listed on the attached Exhibit A (collectively, the "Investors").
ContractSecured Convertible Promissory Note • March 3rd, 2004 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT.
PLEDGE AGREEMENTPledge Agreement • March 3rd, 2004 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
THIS PLEDGE AGREEMENT (this "Agreement") dated as of February 20, 2004 (the "Effective Date") is between Southwall Technologies Inc., a Delaware corporation (the "Company") and Needham & Company, Inc., in its capacity as administrative agent of and for the benefit of the Convertible Notes Purchasers (as defined below) (in such capacity, the "Agent").
AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • March 3rd, 2004 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • New York
This Amended and Restated Investment Agreement is entered into on February 20, 2004 (this "Agreement"), by and among Southwall Technologies Inc., a Delaware corporation ("Southwall"), Needham & Company, Inc., a Delaware corporation, ("Needham & Company"), and Needham Capital Partners II, L.P., a Delaware limited partnership, Needham Capital Partners II (Bermuda), L.P., a limited partnership organized and existing under the laws of Bermuda, Needham Capital Partners III, L.P., a Delaware limited partnership, Needham Capital Partners IIIA, L.P., a Delaware limited partnership, and Needham Capital Partners III (Bermuda), L.P., a limited partnership organized and existing under the laws of Bermuda (each, individually, an "NCP Entity" and, collectively, "NCP Entities"), and Dolphin Direct Equity Partners, LP, a Delaware limited partnership ("Dolphin"). Each NCP Entity and Dolphin may from time to time be referred to herein individually as a "Convertible Notes Purchaser" and collectively as t
