Southwall Technologies Inc. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2003 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • New York
THIS REGISTRATION RIGHTS AGREEMENT (this `Agreement') is made as of December 18, 2003, by and among Southwall Technologies Inc., a Delaware corporation (the `Company'), and the persons listed on the attached Exhibit A (collectively, the `Investors').
INVESTMENT AGREEMENTInvestment Agreement • December 23rd, 2003 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • New York
This Investment Agreement is entered into and dated as of December 18, 2003 (this `Agreement'), by and among Southwall Technologies Inc., a Delaware corporation (`Southwall'), Needham & Company, Inc., a Delaware corporation, (`Needham & Company'), and Needham Capital Partners III, L.P., a Delaware limited partnership, Needham Capital Partners IIIA, L.P., a Delaware limited partnership, and Needham Capital Partners III (Bermuda), L.P., a limited partnership organized and existing under the laws of Bermuda (each, individually, an `NCP Entity' and, collectively, `NCP Entities'), and Dolphin Direct Equity Partners, LP, a Delaware limited partnership `(Dolphin'). Each NCP Entity and Dolphin may from time to time be referred to herein individually as a `Preferred Shares Purchaser' and collectively as the `Preferred Shares Purchasers').
FORBEARANCE AGREEMENT BY AND AMONG SOUTHWALL TECHNOLOGIES INC. AND PACIFIC BUSINESS FUNDING, A DIVISION OF CUPERTINO NATionaL BANK FORBEARANCE AGREEMENTForbearance Agreement • December 23rd, 2003 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
This Forbearance Agreement (`Forbearance Agreement') is entered into on this 18th day of December 2003, at Cupertino, California, by and among the following parties: PACIFIC BUSINESS FUNDING, a division of CUPERTINO NATIONAL BANK, (`PBF'); SOUTHWALL TECHNOLOGIES INC., a Delaware corporation (`STI').
LOAN AND SECURITY AGREEMENT by and among PACIFIC BUSINESS FUNDING, a division of CUPERTINO NATIONAL BANK and SOUTHWALL TECHNOLOGIES INC., a Delaware corporation DATED AS OF December 18, 2003 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 23rd, 2003 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
This Loan and Security Agreement (this `Agreement') is made and entered into as of December 18, 2003, by and between PACIFIC BUSINESS FUNDING, a division of Cupertino National Bank (`PBF'), and SOUTHWALL TECHNOLOGIES INC., a Delaware corporation (`Borrower').
NEITHER THIS WARRANT NOR ANY SHARES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAW, AND NEITHER THIS WARRANT NOR ANY SHARES ISSUABLE UPON...Southwall Technologies Inc /De/ • December 23rd, 2003 • Unsupported plastics film & sheet • New York
Issuance. This Warrant, dated as of December 18, 2003, is issued to Needham & Company, Inc. by Southwall Technologies Inc., a Delaware corporation (hereinafter with its successors called the `Company'). This Warrant is issued pursuant to Section 2.2 of that certain Investment Agreement dated as of December 18, 2003, by and among Needham & Company, Inc. (`Needham'), Needham Capital Partners III, L.P., Needham Capital Partners IIIA, L.P., Needham Capital Partners III (Bermuda), L.P., Dolphin Direct Equity Partners, LP and the Company (the `Investment Agreement').
