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Warrants to Purchase Common Stock
Warrants to Purchase Common Stock (9K)
Doc #170232: Click preview link for longer preview.
WARRANTS TO PURCHASE COMMON STOCK
W
Class A Warrants
DayStar Technologies, Inc.
CUSIP
THIS CERTIFIES THAT
or registered assigns, is the registered holder of the number of Class A Warrants (Class A Warrants) set forth above. Each Class A Warrant, unless and until redeemed by the Company as provided in the Warrant Agreement, hereinafter more fully described (the Warrant Agreement) entitles the holder thereof to purchase from DayStar Technologies, Inc., a corporation incorporated under the laws of the State of Delaware (the Company), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or after , 2003 and before the close of business on , 2008 (Expiration Date), one fully paid and non-assessable share of Common Stock of the Company (Common Stock) upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office in , of , Warrant Agent of the Company (Warrant Agent) or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Class A Warrant initially entitles the holder to purchase one share of Common Stock for $ . The number and kind of securities or other property for which the Class A Warrants are exercisable are subject to adjustment in certain events, such as mergers, splits, stock dividends, reverse splits and the like, to prevent dilution. The Company may redeem any or all outstanding and unexercised warrants by giving not less than 30 days prior notice at any time after the closing price of the Common Stock on the principal exchange on which it is traded has equaled or exceeded $ per share on each of five consecutive trading days subsequent to , 2003. The Redemption Price is $0.25 per Class A Warrant. All Class A Warrants not theretofore exercised will expire on the Expiration Date.
170232
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DayStar
As referenced in this Warrants to Purchase Common Stock:
DayStar Technologies, Inc. – 4 dex42.htm FORM OF CLASS A PUBLIC WARRANT
Exhibit 4.2
VOID AFTER 5 P.M. PACIFIC TIME ON , 2008
WARRANTS TO PURCHASE COMMON STOCK
W
Class A Warrants
DayStar Technologies, Inc.
CUSIP
THIS CERTIFIES THAT
or registered assigns, is the registered holder of the number of Class A Warrants (Class A Warrants) set forth above. Each Class A Warrant, unless
_____________
DayStar Technologies, Inc. – Class A Warrant, unless and until redeemed by the Company as provided in the Warrant Agreement, hereinafter more fully described (the Warrant Agreement) entitles the holder thereof to purchase from DayStar Technologies, Inc. , a corporation incorporated under the laws of the State of Delaware (the Company), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any
_____________
DayStar Technologies, Inc. – Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at DayStar Technologies, Inc. , 900 Golden Gate Terrace, Suite A, Grass Valley, California 95945, Attention: President.
The Company shall not be required upon the exercise of the Class A Warrants evidenced by this
_____________
DAYSTAR TECHNOLOGIES, INC. – countersigned by the Warrant Agent.
(Remainder of page intentionally left blank; signature page follows)
WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal.
Dated:
DAYSTAR TECHNOLOGIES, INC.
By:
Name:
Title:
Attest:
Secretary
Countersigned:
By:
Authorized Officer
_____________
dt 1459141
;
|
DayStar
As referenced in this Warrants to Purchase Common Stock:
DayStar Technologies, Inc. – 4 dex42.htm FORM OF CLASS A PUBLIC WARRANT
Exhibit 4.2
VOID AFTER 5 P.M. PACIFIC TIME ON , 2008
WARRANTS TO PURCHASE COMMON STOCK
W
Class A Warrants
DayStar Technologies, Inc.
CUSIP
THIS CERTIFIES THAT
or registered assigns, is the registered holder of the number of Class A Warrants (Class A Warrants) set forth above. Each Class A Warrant, unless
_____________
DayStar Technologies, Inc. – Class A Warrant, unless and until redeemed by the Company as provided in the Warrant Agreement, hereinafter more fully described (the Warrant Agreement) entitles the holder thereof to purchase from DayStar Technologies, Inc. , a corporation incorporated under the laws of the State of Delaware (the Company), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any
_____________
DayStar Technologies, Inc. – Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at DayStar Technologies, Inc. , 900 Golden Gate Terrace, Suite A, Grass Valley, California 95945, Attention: President.
The Company shall not be required upon the exercise of the Class A Warrants evidenced by this
_____________
DAYSTAR TECHNOLOGIES, INC. – countersigned by the Warrant Agent.
(Remainder of page intentionally left blank; signature page follows)
WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal.
Dated:
DAYSTAR TECHNOLOGIES, INC.
By:
Name:
Title:
Attest:
Secretary
Countersigned:
By:
Authorized Officer
_____________
dt 1459162
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| 2003 |
Warrants to Purchase Common Stock
Warrants to Purchase Common Stock (8K)
Doc #170233: Click preview link for longer preview.
WARRANTS TO PURCHASE COMMON STOCK
Z
Class B Warrants
DayStar Technologies, Inc.
CUSIP
THIS CERTIFIES THAT
or registered assigns, is the registered holder of the number of Class B Warrants (Class B Warrants) set forth above. As provided in the Warrant Agreement (the Warrant Agreement), and as more fully described herein, each Class B Warrant entitles the holder thereof to purchase from DayStar Technologies, Inc., a corporation incorporated under the laws of the State of Delaware (the Company), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or after , 2003 and before the close of business on , 2008 (Expiration Date), one fully paid and non-assessable share of Common Stock of the Company (Common Stock) upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office in , of , Warrant Agent of the Company (Warrant Agent) or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Class B Warrant initially entitles the holder to purchase one share of Common Stock for $ . The number and kind of securities or other property for which the Class B Warrants are exercisable are subject to adjustment in certain events, such as mergers, splits, stock dividends, reverse splits and the like, to prevent dilution. All Class B Warrants not theretofore exercised will expire on the Expiration Date.
170233
|
DayStar
As referenced in this Warrants to Purchase Common Stock:
DayStar Technologies, Inc. – 5 dex43.htm FORM OF CLASS B PUBLIC WARRANT
Exhibit 4.3
VOID AFTER 5 P.M. PACIFIC TIME ON , 2008
WARRANTS TO PURCHASE COMMON STOCK
Z
Class B Warrants
DayStar Technologies, Inc.
CUSIP
THIS CERTIFIES THAT
or registered assigns, is the registered holder of the number of Class B Warrants (Class B Warrants) set forth above. As provided in the Warrant
_____________
DayStar Technologies, Inc. – Warrants) set forth above. As provided in the Warrant Agreement (the Warrant Agreement), and as more fully described herein, each Class B Warrant entitles the holder thereof to purchase from DayStar Technologies, Inc. , a corporation incorporated under the laws of the State of Delaware (the Company), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any
_____________
DayStar Technologies, Inc. – Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at DayStar Technologies, Inc. , 900 Golden Gate Terrace, Suite A, Grass Valley, California 95945, Attention: President.
The Company shall not be required upon the exercise of the Class B Warrants evidenced by this
_____________
DAYSTAR TECHNOLOGIES, INC. – countersigned by the Warrant Agent.
(Remainder of page intentionally left blank; signature page follows)
WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal.
Dated:
DAYSTAR TECHNOLOGIES, INC.
By:
Name:
Title:
Attest:
Secretary
Countersigned:
By:
Authorized Officer
_____________
dt 1459142
;
|
DayStar
As referenced in this Warrants to Purchase Common Stock:
DayStar Technologies, Inc. – 5 dex43.htm FORM OF CLASS B PUBLIC WARRANT
Exhibit 4.3
VOID AFTER 5 P.M. PACIFIC TIME ON , 2008
WARRANTS TO PURCHASE COMMON STOCK
Z
Class B Warrants
DayStar Technologies, Inc.
CUSIP
THIS CERTIFIES THAT
or registered assigns, is the registered holder of the number of Class B Warrants (Class B Warrants) set forth above. As provided in the Warrant
_____________
DayStar Technologies, Inc. – Warrants) set forth above. As provided in the Warrant Agreement (the Warrant Agreement), and as more fully described herein, each Class B Warrant entitles the holder thereof to purchase from DayStar Technologies, Inc. , a corporation incorporated under the laws of the State of Delaware (the Company), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any
_____________
DayStar Technologies, Inc. – Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at DayStar Technologies, Inc. , 900 Golden Gate Terrace, Suite A, Grass Valley, California 95945, Attention: President.
The Company shall not be required upon the exercise of the Class B Warrants evidenced by this
_____________
DAYSTAR TECHNOLOGIES, INC. – countersigned by the Warrant Agent.
(Remainder of page intentionally left blank; signature page follows)
WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal.
Dated:
DAYSTAR TECHNOLOGIES, INC.
By:
Name:
Title:
Attest:
Secretary
Countersigned:
By:
Authorized Officer
_____________
dt 1459163
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| 2003 |
Warrant Agreement [Form]
Warrant Agreement [Form] (77K)
Doc #170234: Click preview link for longer preview.
FORM OF
WARRANT AGREEMENT
between
DayStar Technologies, Inc.
and
Dated as of , 2003
This Agreement, dated as of , 2003, is between DayStar Technologies, Inc., a Delaware corporation (the Company) and , a , (the Warrant Agent).
The Company, at or about the time that it is entering into this Agreement, proposes to issue and sell to public investors up to 1,700,000 Units (together with the additional units issuable as provided herein, the Units). Each Unit consists of one share of Common Stock of the Company (Common Stock), one Class A Warrant (collectively, the Class A Warrants) and one Class B Warrant (collectively, the Class B Warrants) . Each Class A Warrant and each Class B Warrant is exercisable to purchase one share of Common Stock upon the terms and conditions and subject to adjustment in certain circumstances, all as set forth in this Agreement. The Class A Warrants and the Class B Warrants are hereinafter referred to, collectively, as the Warrants. The Company also proposes to grant to the Representative of the Underwriters of the public offering an option to purchase 255,000 additional Units to cover over-allotments, if any.
The Company also proposes to issue to the Representative of the Underwriters warrants to purchase up to 170,000 additional Units. In addition, the Company will issue approximately 211,111 units in connection with two bridge financing rounds completed before the public offering.
The Company wishes to retain the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, transfer, exchange and replacement of the certificates evidencing the Warrants to be issued under this Agreement (the Warrant Certificates) and the exercise of the Warrants;
The Company and the Warrant Agent wish to enter into this Agreement to set forth the terms and conditions of the Warrants and the rights of the holders thereof (Warrantholders) and to set forth the respective rights and obligations of the Company and the Warrant Agent. Each Warrantholder is an intended beneficiary of this Agreement with respect to the rights of Warrantholders herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:
Section 1. Appointment of Warrant Agent
The Company appoints the Warrant Agent to act as agent for the Company in accordance with the instructions in this Agreement and the Warrant Agent accepts such appointment.
Section 2. Date, Denomination and Execution of Warrant Certificates
The Warrant Certificates (and the Form of Election to Purchase and the Form of Assignment to be printed on the reverse thereof) shall be in registered form only and shall be substantially of the tenor and purport recited in Exhibit A (with respect to Class A Warrants) and Exhibit B (with respect to Class B Warrants) hereto, and may have such letters, numbers or other
170234
|
DayStar
As referenced in this Warrant Agreement [Form]:
DayStar Technologies, Inc. –
Form of Warrant Agent Agreement
EX-4.5 6 dex45.htm FORM OF WARRANT AGENT AGREEMENT
Exhibit 4.5
FORM OF
WARRANT AGREEMENT
between
DayStar Technologies, Inc.
and
Dated as of , 2003
This Agreement, dated as of , 2003, is between DayStar Technologies, Inc., a Delaware corporation (the Company) and , a , (the Warrant Agent).
The Company, at
_____________
DayStar Technologies, Inc. – htm FORM OF WARRANT AGENT AGREEMENT
Exhibit 4.5
FORM OF
WARRANT AGREEMENT
between
DayStar Technologies, Inc.
and
Dated as of , 2003
This Agreement, dated as of , 2003, is between DayStar Technologies, Inc. , a Delaware corporation (the Company) and , a , (the Warrant Agent).
The Company, at or about the time that it is entering into this Agreement, proposes to issue and sell
_____________
DayStar Technologies, Inc. – given or made if sent by first-class or registered mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:
DayStar Technologies, Inc.
900 Golden Gate Terrace, Suite A
Grass Valley, California 95945
Attention: President
16
Subject to the provisions of Section 21, any notice pursuant to this Agreement to be given
_____________
DAYSTAR TECHNOLOGIES, INC. – left blank; signature page follows)
18
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written.
DAYSTAR TECHNOLOGIES, INC.
By:
Name:
Title:
[WARRANT AGENT]
By:
Name:
Title:
19
Exhibit A
VOID AFTER 5 P.M. PACIFIC TIME ON , 2008
WARRANTS TO PURCHASE COMMON STOCK
W
Class A Warrants
_____________
DayStar Technologies, Inc. – INC.
By:
Name:
Title:
[WARRANT AGENT]
By:
Name:
Title:
19
Exhibit A
VOID AFTER 5 P.M. PACIFIC TIME ON , 2008
WARRANTS TO PURCHASE COMMON STOCK
W
Class A Warrants
DayStar Technologies, Inc.
CUSIP
THIS CERTIFIES THAT
or registered assigns, is the registered holder of the number of Class A Warrants (Class A Warrants) set forth above. Each Class A Warrant, unless
_____________
dt 1459143
;
|
DayStar
As referenced in this Warrant Agreement [Form]:
DayStar Technologies, Inc. –
Form of Warrant Agent Agreement
EX-4.5 6 dex45.htm FORM OF WARRANT AGENT AGREEMENT
Exhibit 4.5
FORM OF
WARRANT AGREEMENT
between
DayStar Technologies, Inc.
and
Dated as of , 2003
This Agreement, dated as of , 2003, is between DayStar Technologies, Inc., a Delaware corporation (the Company) and , a , (the Warrant Agent).
The Company, at
_____________
DayStar Technologies, Inc. – htm FORM OF WARRANT AGENT AGREEMENT
Exhibit 4.5
FORM OF
WARRANT AGREEMENT
between
DayStar Technologies, Inc.
and
Dated as of , 2003
This Agreement, dated as of , 2003, is between DayStar Technologies, Inc. , a Delaware corporation (the Company) and , a , (the Warrant Agent).
The Company, at or about the time that it is entering into this Agreement, proposes to issue and sell
_____________
DayStar Technologies, Inc. – given or made if sent by first-class or registered mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:
DayStar Technologies, Inc.
900 Golden Gate Terrace, Suite A
Grass Valley, California 95945
Attention: President
16
Subject to the provisions of Section 21, any notice pursuant to this Agreement to be given
_____________
DAYSTAR TECHNOLOGIES, INC. – left blank; signature page follows)
18
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written.
DAYSTAR TECHNOLOGIES, INC.
By:
Name:
Title:
[WARRANT AGENT]
By:
Name:
Title:
19
Exhibit A
VOID AFTER 5 P.M. PACIFIC TIME ON , 2008
WARRANTS TO PURCHASE COMMON STOCK
W
Class A Warrants
_____________
DayStar Technologies, Inc. – INC.
By:
Name:
Title:
[WARRANT AGENT]
By:
Name:
Title:
19
Exhibit A
VOID AFTER 5 P.M. PACIFIC TIME ON , 2008
WARRANTS TO PURCHASE COMMON STOCK
W
Class A Warrants
DayStar Technologies, Inc.
CUSIP
THIS CERTIFIES THAT
or registered assigns, is the registered holder of the number of Class A Warrants (Class A Warrants) set forth above. Each Class A Warrant, unless
_____________
dt 1459164
|
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Common Stock Purchase Warrant
Common Stock Purchase Warrant (37K)
Doc #170264: Click preview link for longer preview.
COMMON STOCK PURCHASE WARRANT
To Purchase Shares of Common Stock of
Wave Systems Corp.
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 November , 2003 (the Initial Exercise Date) and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the Termination Date) but not thereafter (the Exercise Period), to subscribe for and purchase from Wave Systems Corp., a corporation incorporated in Delaware (the Company), up to shares (the Warrant Shares) of Common Stock, par value $0.01 per share, of the Company (the Common Stock). The purchase price of one share of Common Stock (the Exercise Price) under this Warrant shall be $ (1), subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the Purchase Agreement), dated November , 2003, between the Company and the purchasers signatory thereto.
(1) 110% of the average of the five VWAPs for the five Trading Days immediately prior to the Closing Date.
1
1. Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws and Section 7 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. The transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company.
2. Authorization of Warrant Shares. The Company represents and warrants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
3. Exercise of Warrant.
(a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashiers check drawn on a United States bank or by means of a cashless exercise pursuant to Section 3(d), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for shares purchased hereunder shall be delivered to the Holder within five (5) Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the fifth Trading Day after the date of exercise and the Holder has not rescinded such exercise pursuant to this Section 3(a), and if after such fifth Trading Day the Holder is required by its broker to purchase (in an open market
170264
|
Wave
As referenced in this Common Stock Purchase Warrant:
Wave Systems Corp. – SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE WARRANT
To Purchase Shares of Common Stock of
Wave Systems Corp.
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
_____________
Wave Systems Corp. – prior to the close of business on the third anniversary of the Initial Exercise Date (the Termination Date) but not thereafter (the Exercise Period), to subscribe for and purchase from Wave Systems Corp. , a corporation incorporated in Delaware (the Company), up to shares (the Warrant Shares) of Common Stock, par value $0.01 per share, of the Company (the Common Stock). The
_____________
WAVE SYSTEMS CORP. – purpose, be deemed a part of this Warrant.
********************
11
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.
Dated: November , 2003
WAVE SYSTEMS CORP.
By:
Name:
Title:
12
NOTICE OF EXERCISE
To:
Wave Systems Corp.
(1) The undersigned hereby elects to purchase Warrant Shares of Wave Systems Corp. pursuant to the terms of
_____________
Wave Systems Corp. – WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.
Dated: November , 2003
WAVE SYSTEMS CORP.
By:
Name:
Title:
12
NOTICE OF EXERCISE
To:
Wave Systems Corp.
(1) The undersigned hereby elects to purchase Warrant Shares of Wave Systems Corp. pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith
_____________
Wave Systems Corp. – thereunto duly authorized.
Dated: November , 2003
WAVE SYSTEMS CORP.
By:
Name:
Title:
12
NOTICE OF EXERCISE
To:
Wave Systems Corp.
(1) The undersigned hereby elects to purchase Warrant Shares of Wave Systems Corp. pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
_____________
dt 1459987
| |
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Advisory Agreement
Advisory Agreement (7K)
Doc #250088: Click preview link for longer preview.
ADVISORY AGREEMENT
This Advisory Agreement (this "AGREEMENT") is made and entered
into as of February 15, 2004 by and between Ultra Clean Holdings, Inc. (the
"COMPANY") and Francisco Partners Management, LLC ("ADVISOR").
WHEREAS, the Company desires to retain Advisor, and Advisor
desires to perform certain services for the Company;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Services. Advisor shall provide assistance and advice
to the Company with respect to the following matters:
(a) selection of investment bankers;
(b) business plan
(c) equity capitalization;
(d) outside debt financing;
(e) management organization and recruiting;
(f) management compensation;
(g) identification and recruitment of directors;
(h) board of directors compensation; and
(i) directors' and officers' insurance.
2. Advisory Fee. The Company hereby agrees to pay the
Advisor or its designee a fee of $2,000,000, plus reasonable out-of-pocket
expenses in respect of the provision of the foregoing services. Such fees shall
be payable to Advisor or its designees by wire transfer to an account designated
in writing by Advisor upon the completion of the foregoing services, but in any
event not later than the completion by the Company of its initial public
offering.
3. Liability. Neither Advisor nor any other Indemnitee
(as defined in Section 4 below) shall be liable to any of the Company or its
250088
|
Ultra Clean
As referenced in this Advisory Agreement:
Ultra Clean Holdings, Inc. – txt
{DESCRIPTION}EXHIBIT 10.8
{TEXT}
{PAGE}
EXHIBIT 10.8
ADVISORY AGREEMENT
This Advisory Agreement (this "AGREEMENT") is made and entered
into as of February 15, 2004 by and between Ultra Clean Holdings, Inc. (the
"COMPANY") and Francisco Partners Management, LLC ("ADVISOR").
WHEREAS, the Company desires to retain Advisor, and Advisor
desires to perform certain services for the Company;
NOW, THEREFORE, in consideration
_____________
Ultra Clean Holdings, Inc. – Notices. All notices hereunder shall be in writing
and shall be delivered personally or mailed by United States mail, postage
prepaid, addressed to the parties as follows:
To the Company:
Ultra Clean Holdings, Inc.
150 Independence Drive
Menlo Park, California 94025
Attention: Chief Executive Officer
Facsimile: (650) 326-0929
To Advisor:
Francisco Partners GP, LLC
c/o Francisco Partners, L.P.
2882 Sand
_____________
ULTRA CLEAN HOLDINGS, INC. – of the law of any jurisdiction other than the State of California.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
3
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Advisory
Agreement.
ULTRA CLEAN HOLDINGS, INC.
By: ________________________________________
Name: Clarence L. Granger
Title: Chief Executive Officer
FRANCISCO PARTNERS MANAGEMENT, LLC
By: ________________________________________
Name: Dipanjan Deb
Title: Managing Member
4
{/TEXT}
{/DOCUMENT}
_____________
dt 1459928
;
Ultra Clean
As referenced in this Advisory Agreement:
Ultra Clean Holdings, Inc. – txt
{DESCRIPTION}EXHIBIT 10.8
{TEXT}
{PAGE}
EXHIBIT 10.8
ADVISORY AGREEMENT
This Advisory Agreement (this "AGREEMENT") is made and entered
into as of February 15, 2004 by and between Ultra Clean Holdings, Inc. (the
"COMPANY") and Francisco Partners Management, LLC ("ADVISOR").
WHEREAS, the Company desires to retain Advisor, and Advisor
desires to perform certain services for the Company;
NOW, THEREFORE, in consideration
_____________
Ultra Clean Holdings, Inc. – Notices. All notices hereunder shall be in writing
and shall be delivered personally or mailed by United States mail, postage
prepaid, addressed to the parties as follows:
To the Company:
Ultra Clean Holdings, Inc.
150 Independence Drive
Menlo Park, California 94025
Attention: Chief Executive Officer
Facsimile: (650) 326-0929
To Advisor:
Francisco Partners GP, LLC
c/o Francisco Partners, L.P.
2882 Sand
_____________
ULTRA CLEAN HOLDINGS, INC. – of the law of any jurisdiction other than the State of California.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
3
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Advisory
Agreement.
ULTRA CLEAN HOLDINGS, INC.
By: ________________________________________
Name: Clarence L. Granger
Title: Chief Executive Officer
FRANCISCO PARTNERS MANAGEMENT, LLC
By: ________________________________________
Name: Dipanjan Deb
Title: Managing Member
4
{/TEXT}
{/DOCUMENT}
_____________
dt 1459938
;
| Francisco Partners Management, LLC
|
| Full Doc
| 2002 |
Customer Agreement
Customer Agreement (13K)
Doc #1113924: This document is immediately available for purchase, but does not have a preview available for viewing.
1113924
| | |
| Preview
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| 2003 |
Share Subscription Agreement
Share Subscription Agreement (26K)
Doc #1114571: Click preview link for longer preview.
THIS SHARE SUBSCRIPTION AGREEMENT (the "AGREEMENT") is entered into as of June
10, 2003 by and between XGI Technology Inc., a corporation organized under the
laws of the Republic of China, having its principal place of business located at
4th floor, No. 25, Alley 18, Lane 81, Jiangung 2nd RD., Hsinchu City, Taiwan
300, R.O.C. (the "COMPANY"), and Trident Microsystems (Far East) Ltd., a Cayman
Islands, B.W.I. corporation, having its principal place of business located at
Ugland House, South Church Street, Grand Cayman, Cayman Islands, B.W.I.
("TMFE").
. . .
1114571
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 Gray Cary
As referenced in this Share Subscription Agreement:
Gray Cary – Trident Microsystems (Far East) Ltd.
Attn: President
Unit 2-5, 5/F
Future Plaza
5
111-113 How Ming Street
Kwun Tong, Kowloon
Hong Kong
with a copy to:
Gray Cary Ware & Freidenrich LLP
Attn: J. Howard Clowes
153 Townsend Street, Suite 800
San Francisco, California 94107
if to the Company:
XGI Technology, Inc.
Attn: President
4th floor, No. 25,
_____________
dt 1399276
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| 2000 |
Replacement Warrant Agreement
Replacement Warrant Agreement (37K)
Doc #1115382: Click preview link for longer preview.
<DESCRIPTION>REPLACEMENT WARRANT DATED 10/3/96 (JOSEPHTHAL)
<TEXT>
REPLACEMENT WARRANT AGREEMENT
AGREEMENT, dated as of the 3rd day of October, 1996, by and between
CONTINENTAL CHOICE CARE, INC., a New Jersey corporation (the "Company") and
JOSEPHTHAL, LYON & ROSS, INC. ("Josephthal").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Company and Josephthal entered into that certain . . .
1115382
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| 2000 |
Replacement Warrant Agreement
Replacement Warrant Agreement (40K)
Doc #1115383: Click preview link for longer preview.
<DESCRIPTION>REPLACEMENT WARRANT DATED OCTOBER 3, 1996 (ROCK)
<TEXT>
REPLACEMENT WARRANT AGREEMENT
AGREEMENT, dated as of the 3rd day of October, 1996, by and between
CONTINENTAL CHOICE CARE, INC., a New Jersey corporation (the "Company") and
Randy F. Rock, residing at 65 Central Park West, New York, New York 10023
("Rock").
W I T N E S S E T H
WHEREAS, the Company and Josephthal, Lyon & Ross, Inc. (" . . .
1115383
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| 2005 |
Lock-Up Agreement
Lock-Up Agreement (22K)
Doc #1121662: Click preview link for longer preview.
LOCK-UP AGREEMENT
This Lock-Up Agreement (this �Agreement�) is made and entered into as of November 11, 2005, among Microsemi Corporation, a Delaware corporation (�Parent�), the undersigned stockholder and/or optionholder (�Holder�), and Advanced Power Technology, Inc., a Delaware corporation (the �Company�). Terms used herein and not defined herein shall have the meaning set forth in the Merger Agreement (as defined below).
RECITALS
WHEREAS, the Holder is the registered owner of (1) such number of issued and outstanding shares of Company Common . . .
1121662
|
Advanced
As referenced in this Lock-Up Agreement:
Advanced Power Technology, Inc. – Lock-Up Agreement (this Agreement) is made and entered into as of November 11, 2005, among Microsemi Corporation, a Delaware corporation (Parent), the undersigned stockholder and/or optionholder (Holder), and Advanced Power Technology, Inc. , a Delaware corporation (the Company). Terms used herein and not defined herein shall have the meaning set forth in the Merger Agreement (as defined below).
RECITALS
WHEREAS, the Holder
_____________
ADVANCED POWER TECHNOLOGY, INC. – THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT DATED NOVEMBER 11, 2005 AMONG THE REGISTERED HOLDER HEREOF, ADVANCED POWER TECHNOLOGY, INC. , AND MICROSEMI CORPORATION, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF MICROSEMI CORPORATION.
(c). Parent Representations.
(i) Parent hereby agrees that, unless previously sold
_____________
Advanced Power Technology, Inc. – become effective thirty (30) days after such delivery.
5
SIGNATURE
The parties have caused this Lock-up Agreement to be duly executed on the date first above written.
Microsemi Corporation
Advanced Power Technology, Inc.
By:
By:
Name:
Name:
Title:
Title:
Address
2381 Morse Avenue
Address
405 S.W. Columbia St.
Irvine, CA 92614
Bend, OR 97702
Telephone:
(949) 221-7100
Telephone:
(541) 382-
_____________
dt 1459631
;
Advanced
As referenced in this Lock-Up Agreement:
Advanced Power Technology, Inc. – Lock-Up Agreement (this Agreement) is made and entered into as of November 11, 2005, among Microsemi Corporation, a Delaware corporation (Parent), the undersigned stockholder and/or optionholder (Holder), and Advanced Power Technology, Inc. , a Delaware corporation (the Company). Terms used herein and not defined herein shall have the meaning set forth in the Merger Agreement (as defined below).
RECITALS
WHEREAS, the Holder
_____________
ADVANCED POWER TECHNOLOGY, INC. – THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT DATED NOVEMBER 11, 2005 AMONG THE REGISTERED HOLDER HEREOF, ADVANCED POWER TECHNOLOGY, INC. , AND MICROSEMI CORPORATION, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF MICROSEMI CORPORATION.
(c). Parent Representations.
(i) Parent hereby agrees that, unless previously sold
_____________
Advanced Power Technology, Inc. – become effective thirty (30) days after such delivery.
5
SIGNATURE
The parties have caused this Lock-up Agreement to be duly executed on the date first above written.
Microsemi Corporation
Advanced Power Technology, Inc.
By:
By:
Name:
Name:
Title:
Title:
Address
2381 Morse Avenue
Address
405 S.W. Columbia St.
Irvine, CA 92614
Bend, OR 97702
Telephone:
(949) 221-7100
Telephone:
(541) 382-
_____________
dt 1465730
;
|
Power Technology
As referenced in this Lock-Up Agreement:
Power Technology, Inc – Up Agreement (this Agreement) is made and entered into as of November 11, 2005, among Microsemi Corporation, a Delaware corporation (Parent), the undersigned stockholder and/or optionholder (Holder), and Advanced Power Technology, Inc ., a Delaware corporation (the Company). Terms used herein and not defined herein shall have the meaning set forth in the Merger Agreement (as defined below).
RECITALS
WHEREAS, the Holder
_____________
POWER TECHNOLOGY, INC – SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT DATED NOVEMBER 11, 2005 AMONG THE REGISTERED HOLDER HEREOF, ADVANCED POWER TECHNOLOGY, INC ., AND MICROSEMI CORPORATION, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF MICROSEMI CORPORATION.
(c). Parent Representations.
(i) Parent hereby agrees that, unless previously sold
_____________
Power Technology, Inc – effective thirty (30) days after such delivery.
5
SIGNATURE
The parties have caused this Lock-up Agreement to be duly executed on the date first above written.
Microsemi Corporation
Advanced Power Technology, Inc .
By:
By:
Name:
Name:
Title:
Title:
Address
2381 Morse Avenue
Address
405 S.W. Columbia St.
Irvine, CA 92614
Bend, OR 97702
Telephone:
(949) 221-7100
Telephone:
(541) 382-
_____________
dt 1508305
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| Full Doc
| 2001 |
Management Advisory Agreement
Management Advisory Agreement (12K)
Doc #1122817: This document is immediately available for purchase, but does not have a preview available for viewing.
1122817
| | |
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| 2004 |
Purchase Warrant
Purchase Warrant (24K)
Doc #1127921: Click preview link for longer preview.
FORM OF
THIS WARRANT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
AND IS NOT TRANSFERABLE
EXCEPT AS PROVIDED HEREIN
DayStar Technologies, Inc.
PURCHASE WARRANT
Issued to:
PAULSON INVESTMENT COMPANY, INC.
Exercisable to Purchase
210,000 Units
of
DAYSTAR TECHNOLOGIES, INC.
Void after , 2009
This is to certify that, for value received and . . .
1127921
|
DayStar
As referenced in this Purchase Warrant:
DayStar Technologies, Inc. – FORM OF REPRESENTATIVE'S WARRANT
Exhibit 4.6
FORM OF
THIS WARRANT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
AND IS NOT TRANSFERABLE
EXCEPT AS PROVIDED HEREIN
DayStar Technologies, Inc.
PURCHASE WARRANT
Issued to:
PAULSON INVESTMENT COMPANY, INC.
Exercisable to Purchase
210,000 Units
of
DAYSTAR TECHNOLOGIES, INC.
Void after , 2009
This is to certify that, for value received
_____________
DAYSTAR TECHNOLOGIES, INC. – SECURITIES ACT OF 1933
AND IS NOT TRANSFERABLE
EXCEPT AS PROVIDED HEREIN
DayStar Technologies, Inc.
PURCHASE WARRANT
Issued to:
PAULSON INVESTMENT COMPANY, INC.
Exercisable to Purchase
210,000 Units
of
DAYSTAR TECHNOLOGIES, INC.
Void after , 2009
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase,
_____________
DayStar Technologies, Inc. – which the Offering is closed.
(d) ?Commission? means the Securities and Exchange Commission.
(e) ?Common Stock? means the common stock, par value $0.01, of the Company.
(f) ?Company? means DayStar Technologies, Inc. , a Delaware corporation.
(g) ?Company?s Expenses? means any and all expenses payable by the Company or the Warrantholder in connection with an offering described in Section 6 hereof,
_____________
DayStar Technologies, Inc. – the Effective Date by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company at DayStar Technologies, Inc. , 900 Golden Gate Terrace, Suite A, Grass Valley, California 95945, Attention: President; or at such other office or agency as the Company may designate. The date on which such
_____________
DayStar Technologies, Inc. – or permitted to be given hereunder will be in writing and may be served personally or by mail; and if served will be addressed as follows:
If to the Company:
DayStar Technologies, Inc.
900 Golden Gate Terrace, Suite A
Grass Valley, California 95945
Attention: President
If to the Warrantholder:
At the address furnished
by the Warrantholder to the
Company for the purpose
_____________
dt 1740642
;
|
DayStar
As referenced in this Purchase Warrant:
DayStar Technologies, Inc. – FORM OF REPRESENTATIVE'S WARRANT
Exhibit 4.6
FORM OF
THIS WARRANT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
AND IS NOT TRANSFERABLE
EXCEPT AS PROVIDED HEREIN
DayStar Technologies, Inc.
PURCHASE WARRANT
Issued to:
PAULSON INVESTMENT COMPANY, INC.
Exercisable to Purchase
210,000 Units
of
DAYSTAR TECHNOLOGIES, INC.
Void after , 2009
This is to certify that, for value received
_____________
DAYSTAR TECHNOLOGIES, INC. – SECURITIES ACT OF 1933
AND IS NOT TRANSFERABLE
EXCEPT AS PROVIDED HEREIN
DayStar Technologies, Inc.
PURCHASE WARRANT
Issued to:
PAULSON INVESTMENT COMPANY, INC.
Exercisable to Purchase
210,000 Units
of
DAYSTAR TECHNOLOGIES, INC.
Void after , 2009
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase,
_____________
DayStar Technologies, Inc. – which the Offering is closed.
(d) ?Commission? means the Securities and Exchange Commission.
(e) ?Common Stock? means the common stock, par value $0.01, of the Company.
(f) ?Company? means DayStar Technologies, Inc. , a Delaware corporation.
(g) ?Company?s Expenses? means any and all expenses payable by the Company or the Warrantholder in connection with an offering described in Section 6 hereof,
_____________
DayStar Technologies, Inc. – the Effective Date by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company at DayStar Technologies, Inc. , 900 Golden Gate Terrace, Suite A, Grass Valley, California 95945, Attention: President; or at such other office or agency as the Company may designate. The date on which such
_____________
DayStar Technologies, Inc. – or permitted to be given hereunder will be in writing and may be served personally or by mail; and if served will be addressed as follows:
If to the Company:
DayStar Technologies, Inc.
900 Golden Gate Terrace, Suite A
Grass Valley, California 95945
Attention: President
If to the Warrantholder:
At the address furnished
by the Warrantholder to the
Company for the purpose
_____________
dt 1740658
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| 2004 |
Purchase Warrant
Purchase Warrant (24K)
Doc #1127953: Click preview link for longer preview.
FORM OF
THIS WARRANT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
AND IS NOT TRANSFERABLE
EXCEPT AS PROVIDED HEREIN
DayStar Technologies, Inc.
PURCHASE WARRANT
Issued to:
PAULSON INVESTMENT COMPANY, INC.
Exercisable to Purchase
210,000 Units
of
DAYSTAR TECHNOLOGIES, INC.
Void after , 2009
This is to certify that, for value received and . . .
1127953
|
DayStar
As referenced in this Purchase Warrant:
DayStar Technologies, Inc. – FORM OF REPRESENTATIVE'S WARRANT
Exhibit 4.6
FORM OF
THIS WARRANT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
AND IS NOT TRANSFERABLE
EXCEPT AS PROVIDED HEREIN
DayStar Technologies, Inc.
PURCHASE WARRANT
Issued to:
PAULSON INVESTMENT COMPANY, INC.
Exercisable to Purchase
210,000 Units
of
DAYSTAR TECHNOLOGIES, INC.
Void after , 2009
This is to certify that, for value received
_____________
DAYSTAR TECHNOLOGIES, INC. – SECURITIES ACT OF 1933
AND IS NOT TRANSFERABLE
EXCEPT AS PROVIDED HEREIN
DayStar Technologies, Inc.
PURCHASE WARRANT
Issued to:
PAULSON INVESTMENT COMPANY, INC.
Exercisable to Purchase
210,000 Units
of
DAYSTAR TECHNOLOGIES, INC.
Void after , 2009
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase,
_____________
DayStar Technologies, Inc. – which the Offering is closed.
(d) ?Commission? means the Securities and Exchange Commission.
(e) ?Common Stock? means the common stock, par value $0.01, of the Company.
(f) ?Company? means DayStar Technologies, Inc. , a Delaware corporation.
(g) ?Company?s Expenses? means any and all expenses payable by the Company or the Warrantholder in connection with an offering described in Section 6 hereof,
_____________
DayStar Technologies, Inc. – the Effective Date by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company at DayStar Technologies, Inc. , 900 Golden Gate Terrace, Suite A, Grass Valley, California 95945, Attention: President; or at such other office or agency as the Company may designate. The date on which such
_____________
DayStar Technologies, Inc. – or permitted to be given hereunder will be in writing and may be served personally or by mail; and if served will be addressed as follows:
If to the Company:
DayStar Technologies, Inc.
900 Golden Gate Terrace, Suite A
Grass Va |