NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • September 22nd, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment • Arizona
This Note and Warrant Purchase Agreement (this “Agreement”) is dated as of September 16, 2005 among Brillian Corporation, a Delaware corporation (the “Company”), and Syntax Groups Corporation, a California corporation (including its successors and assigns, the “Purchaser”).
ContractSecurity Agreement • September 22nd, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment • Arizona
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.
COMMON STOCK PURCHASE WARRANT To Purchase [__] Shares of Common Stock of BRILLIAN CORPORATIONSecurity Agreement • September 22nd, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Syntax Groups Corporation, a California corporation (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).
SECURITY AGREEMENTSecurity Agreement • September 22nd, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment • Arizona
SECURITY AGREEMENT, dated as of September 16, 2005 (this “Agreement”), between Brillian Corporation, a Delaware corporation (the “Company” or the “Debtor”) and Syntax Groups Corporation, a California corporation or its permitted transferees or assigns (the “Secured Party”).
