BRIDGE LOAN AGREEMENTBridge Loan Agreement • June 13th, 2007 • Rim Semiconductor CO • Services-motion picture theaters • Delaware
THIS BRIDGE LOAN AGREEMENT, dated as of March 26, 2007, is entered into by and between RIM SEMICONDUCTOR COMPANY, a Utah corporation with headquarters located at 305 NE 102nd Ave., Suite 105, Portland, OR 97220 (the “Company”), and each individual or entity named on an executed counterpart of the signature page hereto (each such signatory is referred to as a “Lender”) (each agreement with a Lender being deemed a separate and independent agreement between the Company and such Lender, except that each Lender acknowledges and consents to the rights granted to each other Lender [each, an “Other Lender”] under such agreement and the Transaction Agreements, as defined below, referred to therein).
ContractBridge Loan Agreement • June 13th, 2007 • Rim Semiconductor CO • Services-motion picture theaters • Delaware
SECURITY INTEREST AGREEMENTSecurity Interest Agreement • June 13th, 2007 • Rim Semiconductor CO • Services-motion picture theaters • Delaware
SECURITY INTEREST AGREEMENT ("Security Interest Agreement"), dated as of March 26, 2007, by and among the persons set forth on Schedule 1 (each a “Secured Party” and collectively, the “Secured Parties”), RIM SEMICONDUCTOR COMPANY (formerly known as New Visual Corporation), a Utah corporation with headquarters located at 305 NE 102nd Ave., Suite 105, Portland, OR 97220 (the “Company” or the “Debtor”), and KRIEGER & PRAGER, LLP, as agent for the Secured Parties (the “Agent”).
FORM OF WARRANTWarrant Agreement • June 13th, 2007 • Rim Semiconductor CO • Services-motion picture theaters
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
