SECURITY AGREEMENTSecurity Agreement • April 26th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment • New York
SECURITY AGREEMENT, dated as of April 18, 2005 (this “Agreement”), between Brillian Corporation, a Delaware corporation (the “Company” or the “Debtor”) and the holder or holders of the Company’s 9% Senior Secured Debenture due April 20, 2008 in the original aggregate principal amount of $2,000,000 (the “Debenture”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 26th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 18, 2005, among Brillian Corporation, a Delaware corporation (the “Company”), and Regenmacher Holdings Ltd. (“Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2005 • Brillian Corp • Radio & tv broadcasting & communications equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 18, 2005, among Brillian Corporation, a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
ContractBrillian Corp • April 26th, 2005 • Radio & tv broadcasting & communications equipment • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITY.
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of BRILLIAN CORPORATIONBrillian Corp • April 26th, 2005 • Radio & tv broadcasting & communications equipment
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 181st day after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Brillian Corporation, a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “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).
7% CONVERTIBLE DEBENTURE DUE APRIL 20, 2008Brillian Corp • April 26th, 2005 • Radio & tv broadcasting & communications equipment • New York
THIS DEBENTURE is one of a series of duly authorized and issued 7% Convertible Debentures of Brillian Corporation, a Delaware corporation, having a principal place of business at 1600 North Desert Drive, Tempe, Arizona 85281 (the “Company”), designated as its 7% Convertible Debenture, due April 20, 2008 (the “Debenture(s)”).
