Applied Magnetics Corp Sample Contracts

Innovative Micro Technology Inc – PROMISSORY NOTE (August 16th, 2005)

FOR VALUE RECEIVED, ROBIN HILL BUSINESS PARK, LLC, a Delaware limited liability company, as maker, having its principal place of business at 75 Robin Hill Road, Goleta, California 93117  (“Borrower”), hereby unconditionally promises to pay to the order of MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, as payee, having an address at 1221 Avenue of the Americas, 27th Floor, New York, New York  10020 (“Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of NINE MILLION EIGHT HUNDRED NINETY-FIVE THOUSAND AND 00/100 DOLLARS ($9,895,000.00), in lawful money of the United States of America with interest thereon to be computed from the date of this Note at the Applicable Interest Rate (defined below) in accordance with the terms of this Note.

Innovative Micro Technology Inc – ROBIN HILL BUSINESS PARK, LLC, as grantor (Borrower) to FIRST AMERICAN TITLE COMPANY, as trustee (Trustee) and MORGAN STANLEY MORTGAGE CAPITAL INC, as beneficiary (Lender) (August 16th, 2005)

THIS DEED OF TRUST AND SECURITY AGREEMENT (the “Security Instrument”) is made as of the 30th day of June, 2005, by ROBIN HILL BUSINESS PARK, LLC, a Delaware limited liability company, having its principal place of business at 75 Robin Hill Road, Goleta, California 93117, as grantor (“Borrower”) to FIRST AMERICAN TITLE COMPANY, a California corporation, having an address at 3780 State Street, Santa Barbara, California 93105, as trustee (“Trustee”), for the benefit of MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, having an address at 1221 Avenue of the Americas, 27th Floor, New York, New York  10020, as beneficiary (“Lender”).

Innovative Micro Technology Inc – AMENDED AND RESTATED BYLAWS OF INNOVATIVE MICRO TECHNOLOGY, INC. a Delaware corporation (January 31st, 2005)
Innovative Micro Technology Inc – Innovative Micro Technology, Inc. Right of First Refusal and Co-Sale Agreement (January 31st, 2005)

This Right of First Refusal and Co-Sale Agreement (this “Agreement”) is made as of January 25, 2005 by and among Innovative Micro Technology, Inc., a Delaware corporation (the “Company”), the stockholders listed on the signature pages hereto (the “Current Stockholders”) and the investors listed on Schedule I hereto (the “Investors”).

Innovative Micro Technology Inc – STOCK PURCHASE AGREEMENT among L-3 COMMUNICATIONS CORPORATION, Investor, and INNOVATIVE MICRO TECHNOLOGY, INC., the Company Dated as of September 3, 2003 (January 31st, 2005)

This STOCK PURCHASE AGREEMENT is made as of September 3, 2003, between L-3 Communications Corporation, a Delaware corporation (“Investor”) and Innovative Micro Technology, Inc., a Delaware corporation (the “Company”).

Innovative Micro Technology Inc – Certificate of Designation of Series A Redeemable Preferred Stock and Series A-1 Convertible Preferred Stock of Innovative Micro Technology, Inc. (January 31st, 2005)

Innovative Micro Technology, Inc., a Delaware corporation (the “Corporation”), pursuant to Section 151 of the General Corporation Law of the State of Delaware, does hereby make this Certificate of Designation and does hereby state and certify that pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “Board”) by the Certificate of Incorporation of the Corporation, the Board duly adopted the following resolutions:

Innovative Micro Technology Inc – Innovative Micro Technology, Inc. Termination Agreement (January 31st, 2005)

This Termination Agreement (this “Agreement”) is made and entered into on January 25, 2005 by and between Innovative Micro Technology, Inc., a Delaware corporation (“IMT”), and L-3 Communications Corporation, a Delaware corporation (“L-3”), with respect to the Supplemental Agreement between IMT and L-3 dated as of March 15, 2004 (the “Supplemental Agreement”) .

Innovative Micro Technology Inc – Contract (January 31st, 2005)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE ACT, SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO AND ALL APPLICABLE QUALIFICATIONS UNDER STATE SECURITIES LAWS SHALL HAVE BEEN OBTAINED WITH RESPECT THERETO; (ii) A WRITTEN OPINION FROM COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED STATING THAT NO SUCH REGISTRATION OR QUALIFICATION IS REQUIRED; OR (iii) SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

Innovative Micro Technology Inc – [O’Melveny & Myers LLP Letterhead] (January 31st, 2005)

Reference is made to (i) that certain Secured Promissory Note, dated as of November 16, 2001, in the original principal amount of $1,383,777.00 (the “Houlihan Note”), executed by IMT for the benefit Houlihan Lokey Howard & Zukin (“Houlihan”); (ii) that certain Secured Promissory Note, dated as of November 16, 2001, in the original principal amount of $850,000.00 (the “O’Melveny Note”), executed by IMT for the benefit O’Melveny & Myers, LLP, (“O’Melveny”); (iii) that certain Secured Promissory Note, dated as of November 16, 2001, in the original principal amount of $699,580.77 (the “Sheppard Note “), executed by IMT for the benefit Sheppard Mullin Richter & Hampton LLP (“Sheppard”); and (iv) that certain Secured Promissory Note, dated as of November 16, 2001, in the original principal amount of $1,203,560.76 (the “Stutman Note,” and together with the Houlihan Note, the O’Melveny Note and the Sheppard Note, the “Notes”), executed for the benefit Stutman, Treister & Glatt Professional Cor

Innovative Micro Technology Inc – Innovative Micro Technology, Inc. Voting Agreement (January 31st, 2005)

This Voting Agreement (this “Agreement”) is made as of January 25, 2005 by and among Innovative Micro Technology, Inc., a Delaware corporation (the “Company”), the stockholders listed on the signature pages hereto (the “Current Stockholders”) and the investors listed on Schedule I hereto (the “Investors”).

Innovative Micro Technology Inc – Innovative Micro Technology, Inc. PREFERRED STOCK PURCHASE AGREEMENT Dated as of January 25, 2005 (January 31st, 2005)

This PREFERRED STOCK PURCHASE AGREEMENT is made as of January 25, 2005, between Innovative Micro Technology, Inc., a Delaware corporation (the “Company”), on the one hand, and the investors listed on Schedule I (the “Investors”) on the other.

Innovative Micro Technology Inc – Innovative Micro Technology, Inc. INVESTORS’ RIGHTS AGREEMENT Dated as of January 25, 2005 (January 31st, 2005)

This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of January 25, 2005, between Innovative Micro Technology, Inc., a Delaware corporation (the “Company”), on the one hand, and the investors listed on Schedule I of this Agreement (the “Investors”) on the other.

Innovative Micro Technology Inc – Contract (January 31st, 2005)

THIS OFFER AND SALE OF THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR NON-U.S. SECURITIES LAWS.  THE WARRANT IS BEING OFFERED AND SOLD IN RELIANCE ON THE EXEMPTIONS AFFORDED BY REGULATION D PROMULGATED UNDER THE SECURITIES ACT.  THE WARRANT MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION AND QUALIFICATION UNDER THE SECURITIES ACT AND APPLICABLE STATE AND NON-U.S. SECURITIES LAWS, UNLESS AN EXEMPTION FROM REGISTRATION AND QUALIFICATION UNDER THE SECURITIES ACT AND SUCH LAWS IS THEN AVAILABLE.

Innovative Micro Technology Inc – Contract (August 10th, 2004)

THIS OFFER AND SALE OF THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR NON-U.S. SECURITIES LAWS.  THE WARRANT IS BEING OFFERED AND SOLD IN RELIANCE ON THE EXEMPTIONS AFFORDED BY REGULATION D PROMULGATED UNDER THE SECURITIES ACT.  THE WARRANT MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION AND QUALIFICATION UNDER THE SECURITIES ACT AND APPLICABLE STATE AND NON-U.S. SECURITIES LAWS, UNLESS AN EXEMPTION FROM REGISTRATION AND QUALIFICATION UNDER THE SECURITIES ACT AND SUCH LAWS IS THEN AVAILABLE.

Innovative Micro Technology Inc – Contract (August 10th, 2004)

THIS OFFER AND SALE OF THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR NON-U.S. SECURITIES LAWS.  THE WARRANT IS BEING OFFERED AND SOLD IN RELIANCE ON THE EXEMPTIONS AFFORDED BY REGULATION D PROMULGATED UNDER THE SECURITIES ACT.  THE WARRANT MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION AND QUALIFICATION UNDER THE SECURITIES ACT AND APPLICABLE STATE AND NON-U.S. SECURITIES LAWS, UNLESS AN EXEMPTION FROM REGISTRATION AND QUALIFICATION UNDER THE SECURITIES ACT AND SUCH LAWS IS THEN AVAILABLE.

Innovative Micro Technology Inc – SECURED PROMISSORY NOTE (March 30th, 2004)

FOR VALUE RECEIVED, the undersigned, INNOVATIVE MICRO TECHNOLOGY, INC., a Delaware corporation ("Borrower"), hereby PROMISES TO PAY to the order of L-3 COMMUNICATIONS CORPORATION, a Delaware corporation ("Lender") or its designee, at its offices at 600 Third Avenue, New York, New York 10016, or at such other place as Lender may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the amount of $1,500,000.

Innovative Micro Technology Inc – SUPPLEMENTAL AGREEMENT (March 30th, 2004)

THIS SUPPLEMENTAL AGREEMENT is entered into as of March 15, 2004, by and between Innovative Micro Technology, Inc., a Delaware corporation ("Company"), and L-3 Communications Corporation, a Delaware corporation ("L-3").

Innovative Micro Technology Inc – SECURITY AGREEMENT (March 30th, 2004)

THIS SECURITY AGREEMENT (the "Security Agreement") is entered into as of March 15, 2004, by and between Innovative Micro Technology, Inc., a Delaware corporation ("Company"), and L-3 Communications Corporation, a Delaware corporation ("Secured Party"). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them under the Uniform Commercial Code as from time to time in effect in the State of New York (the "New York UCC").

Innovative Micro Technology Inc – SECURED PROMISSORY NOTE (February 11th, 2003)
Innovative Micro Technology Inc – CHANGE IN CONTROL AGREEMENT (January 13th, 2003)
Innovative Micro Technology Inc – FIXED RATE NOTE (January 13th, 2003)
Innovative Micro Technology Inc – WARRANT AGREEMENT (August 13th, 2002)
Applied Magnetics Corp – NOTICE OF GUARANTEED DELIVERY (July 26th, 1999)
Applied Magnetics Corp – SUBSCRIPTION WARRANT FOR RIGHTS OFFERING (July 26th, 1999)
Applied Magnetics Corp – SENIOR SUBORDINATED CONVERTIBLE NOTE (June 30th, 1999)
Applied Magnetics Corp – REGISTRATION RIGHTS AGREEMENT (June 30th, 1999)
Applied Magnetics Corp – EXCHANGE AGREEMENT (June 30th, 1999)
Applied Magnetics Corp – EXCHANGE AGREEMENT (June 11th, 1999)
Applied Magnetics Corp – REGISTRATION RIGHTS AGREEMENT (June 11th, 1999)
Applied Magnetics Corp – 1989 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN (December 19th, 1997)
Applied Magnetics Corp – AGREEMENT (December 20th, 1996)
Applied Magnetics Corp – INDEMNIFICATION AGREEMENT (December 20th, 1996)
Applied Magnetics Corp – TERMINATION AGREEMENT AND RELEASE (December 21st, 1995)
Applied Magnetics Corp – EMPLOYMENT AGREEMENT (December 21st, 1995)