0001144204-06-033523 Sample Contracts

MANAGING DEALER WARRANT AGREEMENT
Managing Dealer Warrant Agreement • August 15th, 2006 • QPC Lasers • Services-miscellaneous business services • California

THIS MANAGING DEALER WARRANT AGREEMENT (the “Agreement”), dated as of July 19, 2006, is made and entered into by and between QUINTESSENCE PHOTONICS CORPORATION, a Delaware corporation (the “Company”), and BROOKSTREET SECURITIES CORPORATION, a California corporation (“Brookstreet” or the “Warrantholder”).

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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE...
QPC Lasers • August 15th, 2006 • Services-miscellaneous business services • California

Right to Purchase _______ Shares of Common Stock of Quintessence Photonics Corporation (subject to adjustment as provided herein)

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 15th, 2006 • QPC Lasers • Services-miscellaneous business services • California

THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is dated as of December 5, 2005 (the “Effective Date”) by Quintessence Photonics Corporation, a Delaware corporation, and the investor listed on the signature page hereof (the “Investor”), in connection with the purchase by the Investor of shares of the common stock of the Company (the “Common Shares”);

QUINTESSENCE PHOTONICS CORPORATION LOAN AGREEMENT August 1, 2005
Loan Agreement • August 15th, 2006 • QPC Lasers • Services-miscellaneous business services • California

THIS LOAN AGREEMENT (the “Agreement”) is made as of the first day of August 2005, by and among QUINTESSENCE PHOTONICS CORPORATION, a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Lenders attached hereto as Schedule A (individually, a “Lender” and collectively, the “Lenders”).

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