4% CONVERTIBLE DEBENTURE DUE JULY 12, 2008Convertible Security Agreement • July 18th, 2005 • Brillian Corp • 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”).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
AMENDED AND RESTATED 7% CONVERTIBLE DEBENTURE DUE APRIL ___, 2008Convertible Security Agreement • July 18th, 2005 • Brillian Corp • 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)”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of BRILLIAN CORPORATIONSecurity Agreement • July 18th, 2005 • Brillian Corp • 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).
ContractSecurity Agreement • July 18th, 2005 • Brillian Corp • 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.
AMENDED and RESTATED COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of BRILLIAN CORPORATIONSecurity Agreement • July 18th, 2005 • Brillian Corp • 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).
Amendment, Extension and Waiver AgreementAmendment, Extension and Waiver Agreement • July 18th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment
This Amendment, Extension and Waiver Agreement (“Amendment”) is entered into as of July 12, 2005 between Regenmacher Holdings, Ltd. and Brillian Corporation with respect to that certain Securities Purchase Agreement dated as of April 18, 2005 (the “Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement or the applicable Transaction Document.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 12, 2005, among Brillian Corporation, a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
Agreement to Amend Debentures and WarrantsAgreement to Amend Debentures and Warrants • July 18th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment
This Agreement to Amend Debentures and Warrants is made as of July 12, 2005 between Brillian Corporation, a Delaware corporation and each of Bushido Capital Master Fund, LP; Enable Growth Partners LP; Enable Opportunity Partners LP; Gamma Opportunity Capital Partners, LP; and SRG Capital, LLC (each, a “Purchser”), with respect to the following facts:
