10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE July 8, 2011Convertible Security Agreement • July 10th, 2008 • QPC Lasers • 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 July 8, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT QPC LASERS, INC.Securities Agreement • July 10th, 2008 • QPC Lasers • 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 10th, 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
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 10th, 2008 • QPC Lasers • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 8, 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”).
SECURITY AGREEMENTSecurity Agreement • July 10th, 2008 • QPC Lasers • Laboratory analytical instruments • New York
This SECURITY AGREEMENT, dated as of July 8, 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”).
SUBORDINATION AGREEMENTSubordination Agreement • July 10th, 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 July 8, 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 i
