THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN Lumera Corporation PURCHASE WARRANT Issued to: PAULSON INVESTMENT COMPANY, INC. Exercisable to Purchase Shares of Common Stock of...Purchase Warrant • May 19th, 2004 • Lumera Corp • Delaware
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (as defined below) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time on or after , 2005 and on or before , 2009, up to Shares (as defined below) at the Exercise Price (as defined below).
] Shares Lumera Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2004 • Lumera Corp • Washington
Lumera Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representative (the “Representative”) an aggregate of 5,000,000 shares of common stock, par value $.001 per share (the “Firm Shares”). The number of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to grant to the Representative an option to purchase in aggregate of up to 750,000 additional Shares (the “Option Shares”), as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively referred to as the “Shares.”
AGREEMENT AMENDING SPONSORED RESEARCH AGREEMENT, RESEARCH PLAN, AND EXCLUSIVE LICENSING AGREEMENTSponsored Research Agreement, Research Plan, and Exclusive Licensing Agreement • May 19th, 2004 • Lumera Corp • Washington
This Agreement Amending Sponsored Research Agreement, Research Plan and Exclusive Licensing Agreement (the “Amendment”) is entered into by and between Lumera Corporation, a Washington corporation (“Lumera”) and the University of Washington, a public institution of higher education and an agency of the State of Washington (the “University”), subject to the following terms and conditions.
GRAPHIC] UNIVERSITY OF WASHINGTONGrant Agreement • May 19th, 2004 • Lumera Corp
The University values its relationship with Lumera and is willing to seek a modification of Lumera’s existing financial obligations for research support. The original agreement contemplated a finite duration of three years and payment by Lumera of $9 million. In the discussions to date among you, Vice Provost Hogan, and me, we have jointly developed several points concerning a possible restructuring of Lumera’s payments. We would like to take the opportunity to summarize our conversations to date and hereby agree to the following, which will be incorporated into a more complete agreement addressing, among other things, the right of first refusal set forth below:
LUMERA CORPORATION CONSULTING AGREEMENTConsulting Agreement • May 19th, 2004 • Lumera Corp • Washington
This Consulting Agreement (the “Agreement”) is entered into by and between Lumera Corporation (the “Company”), a Washington corporation and Arizona Microsystems, L.L.C., an Arizona limited liability company (“AZM”).
SECOND AMENDMENT TO SPONSORED RESEARCH AGREEMENT, RESEARCH PLAN, AND EXCLUSIVE LICENSING AGREEMENTSponsored Research Agreement • May 19th, 2004 • Lumera Corp
This Second Amendment to Sponsored Research Agreement, Research Plan and Exclusive Licensing Agreement (the “2003 Amendment”) is entered into by and between Lumera Corporation, a Washington corporation (“Lumera”) and the University of Washington, a public institution of higher education and an agency of the State of Washington (the “University”).
EMPLOYMENT AGREEMENT FOR THOMAS D. MINOEmployment Agreement • May 19th, 2004 • Lumera Corp • Washington
This AGREEMENT, effective as of August 8, 2001, is made by and between LUMERA CORPORATION, a corporation of the State of Washington, having its principal place of business at 11910 North Creek Parkway, Bothell, Washington 98011, (hereinafter referred to as the “Company”), and THOMAS D. MINO (hereinafter referred to as “Executive”).
LICENSE AGREEMENTLicense Agreement • May 19th, 2004 • Lumera Corp • Arizona
THIS AGREEMENT is effective as of the 27th day of March 27, 2004 (the “Effective Date”), between ARIZONA MICROSYSTEMS, L.L.C. having a principal place of business at 9030 S. Rita Rd., Suite 300, Tucson, Arizona 85747 (hereinafter called “AZM”) and Lumera Corporation, a Washington corporation, having a principal place of business at 9040 S. Rita Rd., Suite 300, Tucson, Arizona 85747 (hereinafter called “Licensee”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 19th, 2004 • Lumera Corp • Washington
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made effective as of April 20, 2004, by and among Lumera Corporation, a Washington corporation (the “Company”), and the persons or entities listed on Schedule 1 hereto (each a “Lender” and, collectively, the “Lenders”).
LUMERA CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT First Closing: August 25, 2003 Second Closing: October 30, 2003Investors’ Rights Agreement • May 19th, 2004 • Lumera Corp • Washington
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 25th day of August, 2003, by and among Lumera Corporation, a Washington corporation (the “Company”) and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor.”
FOURTH AMENDMENT TO SPONSORED RESEARCH AGREEMENT, RESEARCH PLAN, AND EXCLUSIVE LICENSING AGREEMENTSponsored Research Agreement • May 19th, 2004 • Lumera Corp
This Fourth Amendment to Sponsored Research Agreement, Research Plan and Exclusive Licensing Agreement (the “Fourth Amendment”) is entered into by and between Lumera Corporation, a Washington corporation (“Lumera”) and the University of Washington, a public institution of higher education and an agency of the State of Washington (the “University”).
SUBLEASESublease • May 19th, 2004 • Lumera Corp • Washington
THIS SUBLEASE (“Sublease”) is made as of January 1, 2004, (“Effective Date”) by and between MICROVISION, INC., a Delaware corporation (“Sublessor”), and LUMERA CORPORATION, a Washington corporation (“Sublessee”).
SPONSORED RESEARCH AGREEMENT between The University of Washington and Lumera Corporation Effectively Dated October 20, 2000Sponsored Research Agreement • May 19th, 2004 • Lumera Corp • Washington
This Research Agreement is entered into by and between the University of Washington (the “University”) and Lumera, Inc. (the “Company”) as of the Effective Date, subject to the following terms and conditions.
EXCLUSIVE LICENSING AGREEMENT between The University of Washington and Lumera Corporation Effectively Dated October 20, 2000Exclusive Licensing Agreement • May 19th, 2004 • Lumera Corp • Washington
This Exclusive Licensing Agreement is entered into by and between the University of Washington (the “University”) and Lumera, Inc., a Washington corporation (the “Licensee”) as of the Effective Date, subject to the following terms and conditions.
