COMMON STOCK PURCHASE WARRANT QPC LASERS, INC.QPC Lasers • May 20th, 2008 • Laboratory analytical instruments
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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from QPC Lasers, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2008 • QPC Lasers • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May ___, 2008 by and among QPC Lasers, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE MAY ___, 2011QPC Lasers • May 20th, 2008 • Laboratory analytical instruments • New York
THIS 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Secured Convertible Debentures of QPC Lasers, Inc., a Nevada corporation (the “Company”), having its principal place of business at 15632 Roxford Street, Sylmar, California 91342, designated as its 10% Original Issue Discount Secured Convertible Debenture due May ___, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 20th, 2008 • QPC Lasers • Laboratory analytical instruments • New York
WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”), the Company has agreed to sell and issue to the Purchasers, and the Purchasers have agreed to purchase from the Company the Debentures, subject to the terms and conditions set forth therein; and
SECURITY AGREEMENTSecurity Agreement • May 20th, 2008 • QPC Lasers • Laboratory analytical instruments • New York
This SECURITY AGREEMENT, dated as of May __, 2008 (this “Agreement”), is among QPC Lasers, Inc., a Nevada corporation (the “Debtor”) and the holders of the Debtor’s 10% Original Issue Discount Secured Convertible Debentures due three years following their issuance (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
Re: Securities Purchase Agreement, dated as of May __, 2008 (the “Purchase Agreement”), between QPC Lasers, Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)Purchase Agreement • May 20th, 2008 • QPC Lasers • Laboratory analytical instruments • New York
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, Purchasers holding 67% of the outstanding Debentures and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The under
WAIVER AND AMENDMENT AGREEMENTWaiver and Amendment Agreement • May 20th, 2008 • QPC Lasers • Laboratory analytical instruments • New York
This WAIVER AND AMENDMENT AGREEMENT (the “Agreement”) is made and effective as of April __, 2008 (the “Effective Date”), by and among QPC Lasers, Inc., a Nevada corporation (the “Company”), the undersigned holders of the Company’s 10% Secured Convertible Debentures due April 16, 2009, and warrants to acquire shares of the Company’s common stock issued concurrently with such debentures (collectively, the “April Creditors”), and the undersigned holders of the Company’s 10% Secured Convertible Debentures due May 22, 2009, and warrants to acquire shares of the Company’s common stock issued concurrently with such debentures (collectively, the “May Creditors”) who are signatories hereto (the April Creditors and the May Creditors are herein collectively referred to as the “Creditors”).
Subordination AgreementSubordination Agreement • May 20th, 2008 • QPC Lasers • Laboratory analytical instruments
The undersigned lenders (each a “Creditor”, and collectively referred to as “Creditors”) are creditors of QPC Lasers, Inc. and/or each of the subsidiaries set forth on Annex A attached hereto (each, a “Borrower” and collectively referred to herein as “Borrowers”) and desire that each lender set forth on Annex B attached hereto (each, a “Senior Lender” and collectively, the “Senior Lenders”) extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lenders may deem proper, including, without limitation, up to an aggregate of $3,888,500 in Principal Amount of secured convertible debentures pursuant to that certain Securities Purchase Agreement dated on or about May ___, 2008 among QPC Lasers, Inc. and the Creditors (the “Purchase Agreement”). Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. For the purpose of inducing Senior Lenders to grant, continue or renew such financial accommodations, and
