COMMON STOCK PURCHASE WARRANT QPC LASERS, INC.QPC Lasers • July 10th, 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 July 8, 2011QPC Lasers • July 10th, 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 July 8, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • May 31st, 2007 • QPC Lasers • Laboratory analytical instruments • New York
This SECURITY AGREEMENT, dated as of May 22, 2007 (this “Agreement”), is among QPC Lasers, Inc., a Nevada corporation (the “Debtor”), and the holders of the Company’s 10% Secured Convertible Debentures due May 22, 2009 and issued on May 22, 2007 in the original aggregate principal amount of up to $10,554,500 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
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”).
ContractQPC Lasers • May 31st, 2007 • Laboratory analytical instruments • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2007 • QPC Lasers • Laboratory analytical instruments • New York
SECURITIES PURCHASE AGREEMENT (this "AGREEMENT," “PURCHASE AGREEMENT,” or “SECURITIES PURCHASE AGREEMENT”), dated as of May 22, 2007, by and among QPC LASERS, INC., a Nevada corporation ("COMPANY"), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “BUYER” and collectively the “BUYERS”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2007 • QPC Lasers • Laboratory analytical instruments • New York
REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of May 22, 2007, by and between QPC LASERS, INC., a Nevada corporation (the "COMPANY"), and each buyer identified on the signature pages hereto (collectively, the “BUYERS” and each individually, the “BUYER”).
MANAGING DEALER WARRANT AGREEMENTManaging 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”).
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)
DEVELOPMENT AND ROYALTY AGREEMENTDevelopment and Royalty Agreement • August 18th, 2008 • QPC Lasers • Laboratory analytical instruments • California
This DEVELOPMENT AND ROYALTY AGREEMENT (“Agreement”) is made as of June __, 2008 (the “Effective Date”) by and among QPC LASERS, INC., a Nevada corporation (“QPC”), QUINTESSENCE PHOTONICS CORPORATION, a Delaware corporation and wholly-owned subsidiary of QPC (“Quintessence”), and, a [REDACTED]1 (“Customer”) (each a “Party” and collectively, the “Parties”).
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”).
QUINTESSENCE PHOTONICS CORPORATION LOCK-UP AGREEMENTLock-Up Agreement • September 18th, 2006 • QPC Lasers • Services-miscellaneous business services
The undersigned is the owner of record of certain warrants (the “Warrants”) originally issued by Quintessence Photonics Corporation, a Delaware corporation (“QPC”), and a wholly-owned subsidiary of QPC Lasers, Inc., a Nevada corporation (the “Company”). The warrants entitle the undersigned to acquire ____ shares of the common stock (the “Common Stock”) of the Company. In connection with the Company’s filing of a registration statement on Form SB-2 with respect to the proposed resale of certain outstanding securities of the Company, including the shares underlying the Warrants (the “Shares”), the undersigned hereby agrees that he shall not, directly or indirectly, sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of the Warrants or the Shares, without the prior written consent of the Company, until the earlier of (i) September 1, 2007 or (ii) the effective date of the first registration st
REGISTRATION RIGHTS AGREEMENTRegistration 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”);
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”).
LICENSE AGREEMENTLicense Agreement • September 18th, 2006 • QPC Lasers • Services-miscellaneous business services • California
THIS LICENSE AGREEMENT (the “Agreement”), dated September 16, 2003 (the “Effective Date”), is by and between QUINTESSENCE PHOTONICS CORPORATION, a Delaware corporation with its principal place of business at 15632 Roxford Street, Sylmar, California 91342 (“Licensor”) and FINISAR CORPORATION, a Delaware corporation with a principal place of business at 1308 Moffett Park Drive, Sunnyvale, California 94089 (“Licensee”).
WAIVER AGREEMENTWaiver Agreement • July 24th, 2008 • QPC Lasers • Laboratory analytical instruments • New York
This WAIVER AGREEMENT (the “Agreement”) is dated as of July __, 2008, by and among QPC Lasers, Inc., a Nevada corporation (the “Company”), the undersigned holders (collectively, the “April Creditors”) of the Company’s 10% Secured Convertible Debentures due April 16, 2009 (the “April 2009 Debentures”), and the undersigned holders (collectively, the “May Creditors”) of the Company’s 10% Secured Convertible Debentures due May 22, 2009 (the “May 2009 Debentures,” together with the April 2009 Debentures, each a “Debenture” and, collectively, the “Debentures”) (the April Creditors and the May Creditors are herein collectively referred to as the “Creditors”).
SECURITY AGREEMENTSecurity Agreement • November 7th, 2006 • QPC Lasers • Laboratory analytical instruments • California
THIS SECURITY AGREEMENT (this "Security Agreement"), is dated as of September 18, 2006, between QUINTESSENCE PHOTONICS CORPORATION, a Delaware corporation (the "Company") and FINISAR CORPORATION ("Secured Party").
LICENSE TERMINATION AGREEMENTLicense Termination Agreement • November 7th, 2006 • QPC Lasers • Laboratory analytical instruments • California
This License Termination Agreement (this "Termination Agreement") is entered into as of September 18, 2006, by and between Quintessence Photon's Corporation, a Delaware corporation with its principal place of business at 15632 Roxford Street, Syhnar, California 91342 (the "Licensor") and Finisar Corporation, a Delaware corporation with a principal place of business at 1389 Moffett Park Drive, Sunnyvale, California 94089 (the "Licensee"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in that certain License Agreement dated as of September 18, 2003 by and between Licensor and Licensee (the "License Agreement").
INTER-CREDITOR, WAIVER AND AMENDMENT AGREEMENTInter-Creditor, Waiver and Amendment Agreement • May 31st, 2007 • QPC Lasers • Laboratory analytical instruments • New York
This INTER-CREDITOR, WAIVER AND AMENDMENT AGREEMENT (the “Agreement”) is made and effective as of May 22, 2007, by and among QPC Lasers, Inc., a Nevada corporation (the “Company”), each holder of the Company’s 10% Secured Convertible Debentures due April 16, 2009 (“Existing Creditors”) and the New Creditors (as defined below) (the Existing Creditors and the New 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
CONSENT, WAIVER AND AMENDMENT AGREEMENTConsent, Waiver and Amendment Agreement • September 10th, 2008 • QPC Lasers • Laboratory analytical instruments • New York
This CONSENT, WAIVER AND AMENDMENT AGREEMENT (the “Agreement”) is made as of September __, 2008, by and among QPC Lasers, Inc., a Nevada corporation (the “Company”), the undersigned holders (collectively, the “April Creditors”) of the Company’s 10% Secured Convertible Debentures due April 16, 2009 (the “April 2009 Debentures”), and the undersigned holders (collectively, the “May Creditors”) of the Company’s 10% Secured Convertible Debentures due May 22, 2009 (the “May 2009 Debentures,” together with the April 2009 Debentures, each a “Debenture” and, collectively, the “Debentures”) (the April Creditors and the May Creditors are herein collectively referred to as the “Creditors”).
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
CONSENT, WAIVER AND AMENDMENT AGREEMENT May 2008 and July 2008 DebenturesConsent, Waiver and Amendment Agreement • September 10th, 2008 • QPC Lasers • Laboratory analytical instruments • New York
This CONSENT, WAIVER AND AMENDMENT AGREEMENT (the “Agreement”) is made as of September __, 2008, by and among QPC Lasers, Inc., a Nevada corporation (the “Company”), the undersigned holders (collectively, the “Creditors”) of the Company’s 10% Discount Secured Convertible Debentures due May 15, 2011 ( the “May 2011 Debentures”) and July 8, 2011 (the “July 2011 Debentures” and, together with the May 2011 Debentures, the “Debentures”).
SHARE EXCHANGE AGREEMENT by and among Quintessence Photonics Corporation a Delaware corporation and the Stockholders of Quintessence Photonics Corporation, on the one hand; and QPC Lasers, Inc., a Nevada corporation, and the Majority Stockholder of...Share Exchange Agreement • May 12th, 2006 • QPC Lasers • Services-miscellaneous business services • Delaware
This Share Exchange Agreement, dated as of May 12, 2006 (this “Agreement”), is made and entered into by and among the stockholders of Quintessence Photonics Corporation, a Delaware corporation (“QPC”), listed on Schedule 1.1(a) attached (each, a “QPC Stockholder,” collectively, the “QPC Stockholders”), on the one hand; and QPC Lasers, Inc., a publicly traded Nevada corporation (OTCBB: PLFC.OB) (“QLI”), Julie Morin, an individual (“Morin” or “Majority QLI Stockholder”) on the other hand. QPC is a party to this Agreement solely to make representations and warranties as set forth herein.
QUINTESSENCE PHOTONICS CORPORATION LOAN AGREEMENT August 1, 2005Loan 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”).
