Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of
March 3, 2003, by and between Microvision, Inc., a Washington corporation
(the “Company”), and the investor named on the signature page hereof
(the “Investor”).


 


WITNESSETH


 


WHEREAS, the Company has filed with the Securities and Exchange
Commission (the “Commission”) the Registration Statement (as defined
below) relating to the offer and sale from time to time of the Company’s
securities, including shares of its Common Stock, no par value (“Common
Stock”), and warrants to purchase shares of Common Stock;


 


WHEREAS, the Company is offering for sale shares of Common Stock (the “Offered
Shares”) and warrants to purchase shares of Common Stock (“Offered Warrants”)
under a warrant agreement and certificate, in substantially the form attached
hereto as Exhibit A, pursuant to the Registration Statement; and


 


WHEREAS, the Investor desires to purchase from the Company Offered
Shares and Offered Warrants on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the recitals (which are deemed to
be a part of this Agreement), mutual covenants, representations, warranties and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


1.               Definitions.  As used herein, the following terms have the
meanings indicated:


 


“Person” shall mean any individual, partnership, limited
liability company, joint venture, firm, corporation, association, trust or
other enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.


 


“Prospectus” shall mean the prospectus forming a part of the
Registration Statement and the prospectus supplement relating to the Offered
Shares, Offered Warrants, and shares of Common Stock issuable upon exercise of
the Offered Warrants, in the form first filed pursuant to Rule 424(b) under the
Securities Act, as amended (the “Securities Act”), as further amended or
supplemented at the relevant time, and shall include all information and
documents incorporated by reference in such prospectus.


 


“Registration Statement” shall mean the registration statement
on Form S-3 (File No. 333-102244), including a prospectus, relating to the
offer and sale of certain of the Company’s securities, including its Common
Stock and warrants, which was declared effective by the Commission on February
12, 2003.  References herein to the term
“Registration Statement” as of any date shall mean such effective registration
statement, as amended or supplemented to such date, including all information
and documents incorporated by reference therein as of such date.


 


2.               Purchase of
Common Stock.  Subject and pursuant
to the terms and conditions set forth in this Agreement, the Company agrees
that it will issue and sell to the Investor and the


 

















 


Investor agrees that it will purchase from
the Company (i) the number of Offered Shares set forth on Schedule I
attached hereto (the “Investor Shares”) and (ii) Offered Warrants (“Investor
Warrants”) to purchase the number of shares of Common Stock set forth on Schedule
I attached hereto (the “Warrant Shares”) at an exercise price per
Warrant Share set forth on Schedule I hereto.  The aggregate purchase price for the Investor Shares and Investor
Warrants (excluding proceeds received upon exercise of the Investor Warrants)
(the “Aggregate Purchase Price”) and the purchase price per Investor
Share and accompanying Investor Warrant is set forth on Schedule I
hereto.  The closing of the purchase and
sale of the Investor Shares and Investor Warrants will be on the date and at
the time set forth on Schedule I hereto, or such other date or time as
the parties may agree upon in writing (the “Closing”).


 


3.               Deliveries at
Closing.


 


(a)                      Deliveries
by the Investor.  At the Closing,
the Investor shall deliver to the Company the Aggregate Purchase Price by wire
transfer of immediately available funds to an account designated by the Company
as set forth on Schedule I hereto, which funds will be delivered to the
Company in consideration of the Investor Shares and Investor Warrants issued at
the Closing.


 


(b)                     Deliveries
by the Company.  At the Closing, the
Company shall deliver to the Investor the Investor Shares through The
Depository Trust Company DWAC system to the account that the Investor has
specified in writing to the Company and the Investor Warrants in the name of
the Investor (or a nominee designated in writing by the Investor).


 


4.               Representations,
Warranties, Covenants and Agreements.


 


(a)          Investor
Representations, Warranties and Covenants. 
The Investor represents, warrants and agrees as follows:


 


(1)          The Investor has
received and reviewed copies of the Registration Statement and the Prospectus,
including all documents and information incorporated by reference therein and
amendments thereto, and understands that no Person has been authorized to give
any information or to make any representations that were not contained in the
Registration Statement and the Prospectus, and the Investor has not relied on
any such other information or representations in making a decision to purchase
the Investor Shares.  The Investor
hereby consents to receiving delivery of the Registration Statement and the
Prospectus, including all documents and information incorporated by reference
therein and amendments thereto, by electronic mail.  The Investor understands that an investment in the Company
involves a high degree of risk for the reasons, among others, set forth under
the captions “RISK FACTORS” in the Prospectus.


 


(2)          The Investor
acknowledges that it has sole responsibility for its own due diligence
investigation and its own investment decision, and that in connection with its
investigation of the accuracy of the information contained or incorporated by
reference in the Registration Statement and


 


2

















 


the Prospectus and its investment decision,
the Investor has not relied on any representation or information not set forth
in this Agreement, the Registration Statement or the Prospectus, on the selling
agent (William Blair & Company, L.L.C.) or any Person affiliated with the
selling agent, or the Company or on the fact that any other Person has decided
to invest in the Offered Shares.


 


(3)          The execution and
delivery of this Agreement by the Investor and the performance of this
Agreement and the consummation by the Investor of the transactions contemplated
hereby have been duly authorized by all necessary (corporate, partnership or
limited liability in the case of a corporation, partnership or limited
liability company) action of the Investor, and this Agreement, when duly
executed and delivered by the Investor, will constitute a valid and legally
binding instrument, enforceable in accordance with its terms against the
Investor, except as enforcement hereof may be limited by the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws or court
decisions affecting enforcement of creditors’ rights generally and except as
enforcement hereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).


 


(4)          No state, federal or
foreign regulatory approvals, permits, licenses or consents or other
contractual or legal bligations are required for the Investor to enter into
this Agreement or purchase the Investor Shares.


 


(b)         Company
Representations, Warranties and Covenants. 
The Company hereby represents, warrants and agrees as follows:


 


(1)          The Company has been
duly incorporated and has a valid existence and the authorization to transact
business as a corporation under the laws of the State of Washington, with
corporate power and authority to own its properties and conduct its business as
described in the Prospectus, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, except for such
jurisdictions wherein the failure to be so qualified and in good standing would
not individually or in the aggregate have a material adverse effect on the
business, results of operations or financial condition of the Company and its
subsidiaries taken as a whole (a “Material Adverse Effect”); and each
subsidiary of the Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of its jurisdiction of incorporation,
with corporate power and authority to own its properties and conduct its
business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, except for such
jurisdictions wherein the failure to be so qualified and in good standing would
not individually or in the aggregate have a Material Adverse


 


3

















 


Effect. 
Lumera Corporation, a Washington corporation (“Lumera”), is the
Company’s only subsidiary.


 


(2)          This Agreement has been
duly authorized, executed and delivered by the Company, and the Investor
Warrants have been duly authorized, and will be duly executed and delivered, by
the Company; and this Agreement and the Investor Warrants, when duly executed
and delivered by the parties hereto or thereto, will constitute valid and
legally binding instruments of the Company enforceable in accordance with their
terms, except as enforcement hereof or thereof may be limited by the effect of
any applicable bankruptcy, insolvency, reorganization or similar laws or court
decisions affecting enforcement of creditors’ rights generally and except as
enforcement hereof or thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or
at law).


 


(3)          The Investor Shares have
been duly authorized by the Company, and when issued and delivered by the
Company against payment therefor as contemplated by this Agreement, the
Investor Shares will be validly issued, fully paid and nonassessable, and will
conform to the description of the Common Stock contained in the
Prospectus.  The Warrant Shares have
been duly authorized by the Company and enough Warrant Shares have been
reserved by the Company for issuance upon exercise of the Investor Warrants.  Upon exercise in accordance with the
Investor Warrants, the Warrant Shares will be validly issued, fully paid and
nonassessable and will conform to the description of the Common Stock contained
in the Prospectus.  The Investor
Warrants when issued and delivered by the Company as contemplated hereby will
conform to the description of Company warrants contained in the Prospectus.


 


(4)          The execution and
delivery of this Agreement do not, and the execution and delivery of the
Investor Warrants and the issuance and sale by the Company of the Investor
Shares, Investor Warrants and Warrant Shares and the compliance by the Company
with the terms hereof and thereof will not, (i) violate the Articles of
Incorporation (as amended to date) of the Company or the By-Laws (as amended to
date) of the Company, (ii) result in a breach or violation of any of the terms
or provisions of, or constitute a default under, any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the Company
or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of their properties or assets are
subject, or (iii) result in a violation of, or failure to be in compliance
with, any applicable statute or any order, judgment, decree, rule or regulation
of any court or governmental, regulatory or self-regulatory agency or body
having jurisdiction over the Company or any of its subsidiaries or any of their
properties or assets, except where such breach, violation, default or the
failure to be in compliance would not individually or in the aggregate have a
Material Adverse Effect or adversely affect the ability of the Company to issue
and sell the Investor Shares, Investor Warrants and Warrant Shares; and no
consent, approval, authorization, order, registration, filing or qualification
of or with any such court or governmental, regulatory or


 


4

















 


self-regulatory agency or body is required
for the valid authorization, execution, delivery and performance by the Company
of this Agreement or the Investor Warrants or the issuance of the Investor
Shares, Investor Warrants or Warrant Shares, except for such consents,
approvals, authorizations, registrations, filings or qualifications as may be
required under the Securities Act or state securities or “blue sky” laws or
have been or will be obtained or made in connection with the listing of the
Investor Shares and Warrant Shares on the Nasdaq National Market.


 


(5)          The Company meets the
requirements for the use of Form S-3 under the Securities Act for the primary
issuance of securities.  The
Registration Statement has been declared effective by the Commission and at the
time it became effective, and as of the date hereof, the Registration Statement
complied and complies with Rule 415 under the Securities Act.  No stop order suspending the effectiveness
of the Registration Statement has been issued and no proceeding for that
purpose has been initiated or, to the Company’s knowledge, threatened by the
Commission.  On the effective date of
the Registration Statement, the Registration Statement complied, on the date of
the Prospectus, the Prospectus will comply, and at the date of the Closing, the
Registration Statement and the Prospectus will comply, in all material respects
with the applicable provisions of the Securities Act and the applicable rules
and regulations of the Commission thereunder; on the effective date of the
Registration Statement, the Registration Statement did not, on the date of the
Prospectus, the Prospectus did not, and at the date of the Closing, the
Registration Statement and the Prospectus will not, contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made (with respect to the Prospectus), not
misleading; and when filed with the Commission, the documents incorporated by
reference in the Registration Statement and the Prospectus, taken as a whole,
complied or will comply in all material respects with the applicable provisions
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the applicable rules and regulations of the Commission thereunder.  There is no material document of a character
required to be described in the Registration Statement or the Prospectus or to
be filed as an exhibit to the Registration Statement that is not described or
filed as required.


 


(6)          The consolidated
financial statements and financial schedules of the Company included or
incorporated by reference in the Registration Statement and the Prospectus have
been prepared in conformity with generally accepted accounting principles
(except, with respect to the unaudited consolidated financial statements, for
the footnotes and subject to customary audit adjustments) applied on a
consistent basis, are consistent in all material respects with the books and
records of the Company, and accurately present in all material respects the
consolidated financial position, results of operations and cash flow of the
Company and its subsidiaries as of and for the periods covered thereby.


 


5

















 


(7)          Neither the Company nor
any of its subsidiaries has sustained since the respective dates of the latest
audited financial statements included in the Registration Statement and
Prospectus any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree,
otherwise than as disclosed in or contemplated by the Registration Statement
and Prospectus; and, since the respective dates as of which information is
given in the Registration Statement and Prospectus, there has not been any
material change in the capital stock or long-term debt of the Company or any of
its subsidiaries, the Company and its subsidiaries have not incurred any
material liabilities or obligations, direct or contingent, nor entered into any
material transactions not in the ordinary course of business and there has not
been any material adverse change in or affecting the general affairs,
management, financial position, stockholders’ equity or results of operations
of the Company and its subsidiaries considered as a whole, otherwise than as
disclosed in or contemplated by the Registration Statement and Prospectus.


 


(8)          Other than as disclosed
in the Prospectus, there are no legal, governmental or regulatory proceedings
pending to which the Company or any of its subsidiaries is a party or of which
any material property of the Company or any of its subsidiaries is the subject
which, taking into account the likelihood of the outcome, the damages or other
relief sought and other relevant factors, would individually or in the
aggregate reasonably be expected to have a Material Adverse Effect or adversely
affect the ability of the Company to issue and sell the Investor Shares,
Investor Warrants and Warrant Shares; to the best of the Company’s knowledge,
no such proceedings are threatened or contemplated by governmental or
regulatory authorities or threatened by others.


 


(9)          The Company and each of
its subsidiaries have good and marketable title to all the real property and
owns all other properties and assets, reflected as owned in the financial
statements included in the Registration Statement and the Prospectus, subject
to no lien, mortgage, pledge, charge or encumbrance of any kind except those,
if any, reflected in such financial statements or which are not material to the
Company and its subsidiaries taken as a whole. 
The Company and each of its subsidiaries hold their respective leased
real and personal properties under valid and binding leases, except where the
failure to do so would not reasonably be expected to individually or in the
aggregate have a Material Adverse Effect.


 


(10)    The Company has filed all
necessary federal and state income and franchise tax returns and has paid all
taxes shown as due thereon, and there is no tax deficiency that has been, or to
the knowledge of the Company might be, asserted against the Company or any of
its properties or assets that would in the aggregate or individually reasonably
be expected to have a Material Adverse Affect.


 


6

















 


(11)    There are no holders of
securities of the Company having preemptive rights to purchase Common
Stock.  There are no holders or
beneficial owners of securities of the Company having rights to registration
thereof whose securities have not been previously registered or who have not
waived such rights with respect to the registration of the Company’s securities
on the Registration Statement, except where the failure to obtain such waiver
would not individually or in the aggregate reasonably be expected to have a
Material Adverse Effect.


 


(12)    The Company has not taken and
will not take any action that constitutes or is designed to cause or result, or
which might reasonably be expected to cause or result, under the Exchange Act
or otherwise, in stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Offered Shares.


 


(13)    Other than as disclosed in the
Prospectus (but not including the disclosure under the captions “Risk
Factors – We could face lawsuits related to our use of the scanned beam
technology or other technologies. 
Defending these suits would be costly and time consuming.  An adverse outcome in any such matters could
limit our ability to commercialize our technology and products, our revenues,
and increase our operating costs” and “Risk Factors – If we and our licensors
are unable to obtain effective intellectual property protection for our
products and technology, we may be unable to compete with other companies”),
the Company together with its subsidiaries owns and possesses all right, title
and interest in and to, or, to the Company’s knowledge, has duly licensed from
third parties, all patents, patent rights, trade secrets, inventions, know-how,
trademarks, trade names, copyrights, service marks and other proprietary rights
(“Intellectual Property”) material to the business of the Company and
each of its subsidiaries taken as a whole as currently conducted and as
described in the Prospectus.  To the
Company's knowledge and except as would not individually or in the aggregate
have a Material Adverse Effect, there is no infringement or other violation by
third parties of any of the Intellectual Property of the Company.  Neither the Company nor any of its
subsidiaries has received any notice of infringement or misappropriation from
any third party that has not been resolved or disposed of and, to the Company’s
knowledge, neither the Company nor any of its subsidiaries has infringed or
misappropriated the Intellectual Property of any third party, which
infringement or misappropriation would individually or in the aggregate have a
Material Adverse Effect.  Further, there
is no pending or, to the Company's knowledge and except as would not individually
or in the aggregate have a Material Adverse Effect, threatened action, suit,
proceeding or claim by governmental authorities or others that the Company is
infringing a patent, and there is no pending or, to the Company’s knowledge and
except as would not individually or in the aggregate have a Material Adverse
Effect, threatened legal or administrative proceeding relating to patents and
patent applications of the Company, other than proceedings initiated by the
Company before the United States Patent and Trademark Office and the patent offices
of certain foreign jurisdictions which are in the ordinary course of patent
prosecution.  To the Company's
knowledge, the patent applications


 


7

















 


of the Company presently on file disclose
patentable subject matter, and the Company is not aware of any inventorship
challenges, any interference which has been declared or provoked, or any other
material fact that (i) would preclude the issuance of patents with respect to
such applications, or (ii) would lead such counsel to conclude that such
patents, when issued, would not be valid and enforceable in accordance with
applicable regulations.


 


(14)    Except as disclosed in the Prospectus, neither the Company nor any of
its subsidiaries is in violation of any statute, any rule, regulation, decision
or order of any governmental agency or body or any court, domestic or foreign,
relating to the use, disposal or release of hazardous or toxic substances or
relating to the protection or restoration of the environment or human exposure
to hazardous or toxic substances 
(collectively, the “Environmental Laws”), owns or operates any
real property contaminated with any substance that is subject to any
Environmental Laws, is liable for any off-site disposal or contamination
pursuant to any Environmental Laws, or is subject to any claim relating to any
Environmental Laws, which violation, contamination, liability or claim would
individually or in the aggregate have Material Adverse Effect; and the Company
is not aware of any pending investigation which might lead to such a claim.


 


(15)    The conduct of the business of
the Company and each of its subsidiaries is in compliance in all respects with
applicable laws, rules and regulations of governmental and regulatory bodies,
except where the failure to be in compliance would not individually or in the
aggregate have a Material Adverse Effect.


 


(16)    The Company is not, and does
not intend to conduct its business in a manner in which it would become, an
“investment company” as defined in Section 3(a) of the Investment Company Act
of 1940, as amended.


 


(17)    All offers and sales of the
Company’s capital stock prior to the date hereof were at all relevant times
registered pursuant to the Securities Act or exempt from the registration requirements
of the Securities Act and were duly registered with or the subject of an
available exemption from the registration requirements of the applicable state
securities or blue sky laws, except where the failure to do so would not
individually or in the aggregate reasonably be expected to have a Material
Adverse Effect.


 


(18)    The Company and its
subsidiaries maintain a system of internal accounting controls sufficient to
provide reasonable assurances that (i) material transactions are executed in
accordance with management’s general or specific authorizations; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; and (iii) the recorded accounting for
assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.  The Company and its subsidiaries also maintain a system of
disclosure controls and procedures designed to ensure that information required
to be disclosed


 


8

















 


by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and
forms.


 


(19)    The Company has filed with the
Nasdaq National Market a Notification of Listing of Additional Shares with
respect to the Investor Shares and Warrant Shares within the time period
required by the rules of the Nasdaq National Market.


 


(20)    The Company will indemnify and
hold harmless the Investor against and in respect of any claim for brokerage or
other commissions relating to this Agreement, based in any way on agreements,
arrangements or understandings made or claimed to have been made by the Company
with any third party, including William Blair & Company, L.L.C.


 


(21)    Neither the Company nor, to
the Company’s knowledge, any other Person acting on its behalf has provided the
Investor or its agents or counsel with any information that the Company
believes constitutes material, non-public information.


 


5.               Conditions.  The obligation of the Investor to purchase
and acquire the Investor Shares hereunder shall be subject to the condition
that all representations and warranties and other statements of the Company
shall be true and correct as of and on each of the date of this Agreement and
the date of the Closing, the condition that the Company shall have performed
all of its obligations hereunder theretofore to be performed, and the following
additional conditions:


 


(a)          The Prospectus shall
have been filed with the Commission pursuant to Rule 424(b) under the
Securities Act within the applicable time period prescribed for such filing, no
stop order suspending the effectiveness of the Registration Statement or any
part thereof shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission, and the Investor shall
have received the Prospectus in accordance with the federal securities laws.


 


(b)         The Company shall have
performed all of its obligations set forth in the Selling Agent Agreement,
dated as of March 3, 2003, by and between the Company and William Blair &
Company, L.L.C., required to be performed by the Company thereunder on or prior
to the Closing.


 


6.               Miscellaneous.


 


(a)          Fees and Expenses.  Each of the parties hereto shall be
responsible for their own expenses incurred in connection with the transactions
contemplated hereby.


 


(b)         Binding Agreement;
Assignment.  This Agreement shall be
binding upon, and shall inure solely to the benefit of, each of the parties
hereto, and each of their respective heirs, executors, administrators,
successors and permitted assigns, and no other person shall acquire or have any
right under or by virtue of this Agreement. 
The Investor may not assign any of its rights or obligations


 


9

















 


hereunder to any other person or entity
without the prior written consent of the Company.


 


(c)          Entire Agreement.  This Agreement, including Schedule I
hereto, constitutes the entire understanding between the parties hereto with
respect to the subject matter hereof and may be amended only by written
execution by both parties.  Upon
execution by the Company and the Investor, this Agreement shall be binding on
both parties hereto.


 


(d)           Consent To
Jurisdiction.  THIS AGREEMENT SHALL
BE ENFORCED, GOVERNED AND CONSTRUED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS
PRINCIPLES.  FURTHERMORE, THE INVESTOR
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE FEDERAL OR STATE COURTS
LOCATED IN THE STATE OF NEW YORK IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH OF THE COMPANY AND THE INVESTOR (AND,
TO THE EXTENT PERMITTED BY LAW, ON BEHALF OF ITS AND THEIR EQUITY HOLDERS AND
CREDITORS) HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(e)          Notices.  All notices, requests, consents and other
communication hereunder shall be in writing, shall be mailed by first class
registered or certified mail, or nationally recognized overnight express
courier postage prepaid, and shall be deemed given when so mailed and shall be
delivered as addressed as follows:


 


if to the
Company, to:


  


Microvision, Inc.

19910 North Creek Parkway

Bothell, WA 98011-3008

Attn:      Chief
Executive Officer and General Counsel


 


with a copy
mailed to:


 


Ropes & Gray

One International Place

Boston, MA 02110-2624

Attn: Joel F. Freedman


 


or to such other Person at such other place
as the Company shall designate to the Investor in writing; and if to the
Investor, at its address as set forth at the end of this Agreement, or at such
other address or addresses as may have been furnished to the Company in
writing.


 


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(f)            Counterparts.  This Agreement maybe executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one in the same agreement.


 


11

















 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


 


	
   

  	
  Microvision, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
  Accepted and agreed to as of the date

  	
   

  
	
  first above written:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Investor (Print)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Telephone:

  	
   

  
	
  Facsimile:

  	
   

  
	
  Email Address:

  	
   

  
	
  Nominee (name in which Investor Shares and Investor Warrants are to
  be registered, if different than name of Investor):

  	
   

  
	
   

  	
   

  
	
  Address of Nominee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Taxpayer ID. Number:

  	
   

  
	
  (if acquired in the name of a nominee, the taxpayer ID. number of
  such nominee)

  	
   

  
	
   

  	
   

  
	
  Broker:

  	
   

  
	
  Broker Contact Name:

  	
   

  
	
  Broker Contact Telephone:

  	
   

  
	
  Broker Contact Facsimile:

  	
   

  
	
  Broker Contact E-mail Address:

  	
   

  
	
   

  	
   

  
	
  DTC account number:

  	
   

  
					



 

















 


EXHIBIT A


 


Form of Warrant Agreement and Certificate


 

















 


SCHEDULE I

to

Securities Purchase Agreement


 


Name of Investor:


 


Aggregate Purchase Price:


 


Number of Offered Shares to be
Purchased by Investor:


 


Purchase Price Per Share of Common
Stock and Accompanying Warrant:


 


Number of Warrant Shares:


 


Per Share Exercise Price:


 


Date and Time of Closing:  March 5, 2003 at 10 :00 a.m., Eastern Standard Time


 


 


WIRE INSTRUCTIONS


 


Aggregate Purchase Price to be wired to:


 


The Commerce Bank of Washington

601 Union Street, Suite 3600

Seattle, WA 98101


 


	
  Account  Name:

  	
  Microvision, Inc.

  
	
  Account Number:

  	
  001130420

  
	
  ABA Routing Number:

  	
  125008013