SECURITIES PURCHASE AGREEMENT

 

	SECURITIES PURCHASE AGREEMENT (this"Agreement"), dated as of June 22, 2009, by and betweenMicrovision, Inc., a Delaware corporation (the "Company"), andMax Display Enterprises Limited, a limited liability company formed under thelaws of the British Virgin Islands (the "Investor").

The Company wishes to sell to the Investor, and theInvestor wishes to purchase, on the terms and subject to the conditions setforth in this Agreement, (i) 8,076,239 shares (the "
Shares
") ofthe Company's common stock, $.001 par value per share (the "
CommonStock
"), and (ii) a Warrant in the form attached hereto as 
ExhibitA
 (the "
Warrant
").  The shares of Common Stock into whichthe Warrant is exercisable are referred to herein as the "
WarrantShares
", and the Shares, the Warrant and the Warrant Shares arecollectively referred to herein as the "
Securities
".

The Warrant will entitle the Investor to purchase2,019,060 number of Warrant Shares.

The Company has agreed to effect the registration of theShares and the Warrant Shares for resale by the holders thereof
 under the Securities Act (as defined below), pursuant to aRegistration Rights Agreement in the form attached hereto as 
Exhibit B
(the "
Registration Rights Agreement
").

The sale of the Shares and the Warrant by the Company tothe Investor will be effected in reliance upon the exemption from securitiesregistration afforded by the provisions of Regulation D (as defined below), aspromulgated by the Commission (as defined below) under the SecuritiesAct.

The Company and Walsin Lihwa Corporation, a companylimited by shares organized under the laws of the Republic of China("
Walsin Lihwa
"), have agreed to enter into a BusinessCollaboration Agreement dated on or about the date hereof (the "
BusinessCollaboration Agreement
").

	In consideration of the mutual promises made herein, andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Company and the Investor hereby agree as follows:

- PURCHASE AND SALE OF SHARES AND WARRANT.Closing of Purchase and Sale; Purchase Price

.  Upon the terms and subject to the satisfaction orwaiver of the conditions set forth herein, the Company agrees to sell and theInvestor agrees to purchase the Shares and the Warrant.  The date on which theclosing of such purchase and sale occurs (the "Closing") ishereinafter referred to as the "Closing Date".  The Closingwill be deemed to occur at the offices of Ropes & Gray, One InternationalPlace, Boston, MA 02110, when (A) this Agreement and the other TransactionDocuments (as defined below) have been executed and delivered to the Investor bythe Company and, to the extent applicable, by the Investor, (B) each of theconditions to the Closing described in Section 5 hereof has beensatisfied or waived as specified therein and (C) full payment of the Investor'sPurchase Price (as defined below) has been made by the Investor to the Companyby wire transfer of immediately available funds against physical delivery by theCompany of duly executed certificates representing the Shares and the Warrantbeing purchased by the Investor.
Certain Definitions

.  When used herein, the following terms shall have therespective meanings indicated:	
		"Affiliate" means, as to any Person(the "subject Person"), any other Person (a) that directlyor indirectly through one or more intermediaries controls or is controlled by,or is under direct or indirect common control with, the subject Person,(b) that directly or indirectly beneficially owns or holds ten percent(10%) or more of any class of voting equity of the subject Person, or(c) ten percent (10%) or more of the voting equity of which is directly orindirectly beneficially owned or held by the subject Person.  For the purposesof this definition, "control" when used with respect to anyPerson means the power to direct the management and policies of such Person,directly or indirectly, whether through the ownership of voting securities,through representation on such Person's board of directors or other managementcommittee or group, by contract or otherwise. 
		"Board of Directors" means theCompany's board of directors.
		"Business Collaboration Agreement"has the meaning specified in the preamble to this Agreement.
		"Business Day" means any day otherthan a Saturday, a Sunday or a day on which the Nasdaq Global Market or theTaiwan Stock Exchange is closed or on which banks in the City of New York orTaiwan are required or authorized by law to be closed.
		"Closing" and "ClosingDate" have the respective meanings set forth in Section 1.1hereof.
		"Commission" means the Securitiesand Exchange Commission.
	"Common Stock" has the meaning specifiedin the preamble to this Agreement.
	"Company" has the meaning specified inthe preamble to this Agreement.
		"Debt" means, as to any Person atany time: (a) all indebtedness, liabilities and obligations of such Person forborrowed money; (b) all indebtedness, liabilities and obligations of such Personto pay the deferred purchase price of Property or services (except tradeaccounts payable, accrued compensation, accrued expenses, andunearned revenue and customer deposits of such Person that, in any suchcase, arise in the ordinary course of business and are not more than sixty (60)days past due); (c) all capital lease obligations of suchPerson; (d) all indebtedness, liabilities and obligations of others guaranteedby such Person; (e) all indebtedness, liabilities and obligations secured by aLien existing on Property owned by such Person, whether or not the indebtedness,liabilities or obligations secured thereby have been assumed by such Person orare non-recourse to such Person; (f) all reimbursement obligations of suchPerson (whether contingent or otherwise) in respect of letters of credit,bankers' acceptances, surety or other bonds and similar instruments; and (g) allindebtedness, liabilities and obligations of such Person to redeem or retireshares of capital stock of such Person. 
		"Disclosure Documents" means all SECDocuments filed by the Company at least two (2) Business Days prior to the dateof this Agreement via the Commission's Electronic Data Gathering, Analysis andRetrieval system (EDGAR) in accordance with the requirements of Regulation S-Tunder the Exchange Act.
		"Effective Date" has the meaning setforth in the Registration Rights Agreement.
		"Environmental Law" means anyfederal, state, provincial, local or foreign law, statute, code or ordinance,principle of common law, rule or regulation, as well as any Permit, order,decree, judgment or injunction issued, promulgated, approved or enteredthereunder, relating to pollution or the protection, cleanup or restoration ofthe environment or natural resources, or to the public health or safety, orotherwise governing the generation, use, handling, collection, treatment,storage, transportation, recovery, recycling, discharge or disposal of hazardousmaterials.
		"ERISA" means the EmployeeRetirement Income Security Act of 1974, as amended, and the regulations andpublished interpretations thereunder.
		"Exchange Act" means the SecuritiesExchange Act of 1934, as amended, and the rules and regulations thereunder.
		
		"Execution Date" means the date ofthis Agreement.
		"FINRA" means the Financial IndustryRegulatory Authority.
		"GAAP" means generally acceptedaccounting principles, applied on a consistent basis, as set forth in (i)opinions of the Accounting Principles Board of the American Institute ofCertified Public Accountants, (ii) statements of the Financial AccountingStandards Board and (iii) interpretations of the Commission and the staff of theCommission.  Accounting principles are applied on a "consistent basis"when the accounting principles applied in a current period are comparable in allmaterial respects to those accounting principles applied in a precedingperiod.
		"Governmental Authority" means anynation or government, any state, provincial or political subdivision thereof andany entity exercising executive, legislative, judicial, regulatory oradministrative functions of or pertaining to government, including withoutlimitation any stock exchange, securities market or self-regulatoryorganization.
		"Governmental Requirement" means anylaw, statute, code, ordinance, order, rule, regulation, judgment, decree,injunction, franchise, license or other directive or requirement of any federal,state, county, municipal, parish, provincial or other Governmental Authority orany department, commission, board, court, agency or any other instrumentality ofany of them.
		"Intellectual Property" means anyU.S. or foreign patents, patent rights, patent applications, trademarks, tradenames, service marks, brand names, logos and other trade designations (includingunregistered names and marks), trademark and service mark registrations andapplications, copyrights and copyright registrations and applications,inventions, invention disclosures, protected formulae, formulations, processes,methods, trade secrets, computer software, computer programs and source codes,manufacturing research and similar technical information, engineering know-how,customer and supplier information, assembly and test data drawings or royaltyrights.
		"Investment Company Act" means theInvestment Company Act of 1940, as amended.
		"Investor" has the meaning specifiedin the preamble to this Agreement.
		"Investor Party" has the meaningspecified in Section 4.10 hereof.
		"Key Employee" has the meaningspecified in Section 3.19 hereof.
			"Lien" means, with respect toany Property, any mortgage, pledge, hypothecation, assignment, depositarrangement, security interest, tax lien, financing statement, pledge, charge,or other lien, charge, easement, encumbrance, preference, priority or othersecurity agreement or preferential arrangement of any kind or nature whatsoeveron or with respect to such Property (including, without limitation, anyconditional sale or other title retention agreement having substantially thesame economic effect as any of the foregoing).
			"Market Price" means, as of aparticular date, the average closing price for the ten (10) consecutive TradingDays occurring immediately prior to (but not including) such date.  For theavoidance of doubt, the Market Price shall be determined by adding the dailyclosing price for each of the ten (10) Trading Days immediately preceding therelevant date, and dividing such sum by ten (10).
			
			"Material Adverse Effect" meansan effect that is material and adverse to (i) the consolidated business,properties, assets (including intangible assets), operations, results ofoperations, condition (financial or otherwise), prospects or customer, supplieror employee relations of the Company and its Subsidiaries taken as a whole, (ii)the ability of the Company to perform its obligations under this Agreement orthe other Transaction Documents (as defined below) or (iii) the rights andbenefits to which the Investor is entitled under this Agreement and the otherTransaction Documents.
		"Material Contracts" means, as tothe Company, any agreement required pursuant to Item 601 ofRegulation S-B or Item 601 of Regulation S-K, as applicable, promulgated underthe Securities Act to be filed as an exhibit to any report, schedule,registration statement or definitive proxy statement filed or required to befiled by the Company with the Commission under the Exchange Act or any ruleor regulation promulgated thereunder, and any and all amendments, modifications,supplements, renewals or restatements thereof.
		"Pension Plan" means an employeebenefit plan (as defined in ERISA) maintained by the Company for employees ofthe Company or any of its Affiliates.
		"Permitted Liens" means thefollowing: 
encumbrances consisting of easements, rights-of-way,zoning restrictions or other restrictions on the use of real property orimperfections to title that do not (individually or in the aggregate) materiallyimpair the ability of the Company to use such Property in its businesses, andnone of which is violated in any material respect by existing or proposedstructures or land use;

Liens for taxes, assessments or other governmentalcharges (including, without limitation, in connection with workers' compensationand unemployment insurance) that are not delinquent or which are being contestedin good faith by appropriate proceedings, which proceedings have the effect ofpreventing the forfeiture or sale of the Property subject to such Liens, and forwhich adequate reserves (as determined in accordance with GAAP) have beenestablished; and

Liens of mechanics, materialmen, warehousemen, carriers,landlords or other similar statutory Liens securing obligations that are not yetdue and are incurred in the ordinary course of business or which are beingcontested in good faith by appropriate proceedings, which proceedings have theeffect of preventing the forfeiture or sale of the Property subject to suchLiens, for which adequate reserves (as determined in accordance with GAAP) havebeen established.

			"Person" means any individual,corporation, trust, association, company, partnership, joint venture, limitedliability company, joint stock company, Governmental Authority or otherentity.
		"Principal Market" means theprincipal exchange or market on which the Common Stock is listed or traded.
		"Property" means property and/orassets of all kinds, whether real, personal or mixed, tangible or intangible(including, without limitation, all rights relating thereto).
		"Purchase Price" means, with respectto the Investor, the number of Shares purchased by the Investor at the Closingtimes 1.8573.
		"Registrable Securities" has themeaning set forth in the Registration Rights Agreement.
		"Registration Rights Agreement" hasthe meaning specified in the preamble to this Agreement.
		"Regulation D" means Regulation Dunder the Securities Act or any successor provision.
		"Reserved Amount" has the meaningspecified in Section 4.3 hereof.
		"Rule 144" means Rule 144 under theSecurities Act or any successor provision.
		"SEC Documents" has the meaningspecified in Section 3.4 hereof.
		"Section 203" has the meaningspecified in Section 3.31 hereof
		"Securities" has the meaningspecified in the preamble to this Agreement.
		"Securities Act" means theSecurities Act of 1933, as amended, and the rules and regulationsthereunder.
		"Share" has the meaning specified inthe preamble to this Agreement.
		"Subsidiary" means, with respect toa Person, any corporation or other entity (other than an entity having nomaterial operations or business during the twelve month period immediatelypreceding the Execution Date) of which at least a majority of the outstandingshares of stock or other ownership interests having by the terms thereofordinary voting power to elect a majority of the board of directors (or Personsperforming similar functions) of such corporation or entity (regardless ofwhether or not at the time, in the case of a corporation, stock of any otherclass or classes of such corporation shall have or might have voting power byreason of the happening of any contingency) is at the time directly orindirectly owned or controlled by such Person.

		"Tax" shall mean (i) any and allfederal, state, local and foreign taxes, including taxes based upon or measuredby gross receipts, income, profits, sales, use and occupation, and value added,ad valorem, transfer, franchise, withholding, payroll, recapture, employment,excise, property and other similar taxes, together with all interest, penaltiesand additions imposed with respect to such amounts whether disputed or not, (ii)any liability for the payment of any amounts of the type described in clause (i)as a result of being or ceasing to be a member of an affiliated, consolidated,combined or unitary group for any period (including any liability under TreasuryRegulation Section 1.1502-6 or any comparable provision of foreign, state orlocal law) and (iii) any liability for the payment of any amounts of the typedescribed in clause (i) or (ii) as a result of any express or implied obligationto indemnify any other Person or as a result of any obligations under anyagreements or arrangements with any other Person with respect to such amountsand including any liability for taxes of a predecessor entity.
**		"Tax Returns" shall mean anyreturn, report, information return or other document (including any related orsupporting information) filed or required to be filed with any taxing authoritywith respect to Taxes.

			"Termination Date" means thefirst date on which there is no Warrant outstanding.

			"Trading Day" means any day onwhich the Common Stock is purchased and sold on the Principal Market.

			"Transaction Documents" means,collectively, this Agreement, the Registration Rights Agreement, the Warrant,the Business Collaboration Agreement and all other agreements, documents andother instruments executed and delivered by or on behalf of the Company or anyof its officers at the Closing.

			"Walsin Lihwa" has the meaningspecified in the preamble to this Agreement.

			"Warrant" has the meaningspecified in the preamble to this Agreement.

			"Warrant Share" has the meaningspecified in the preamble to this Agreement.
Other Definitional Provisions

.  All definitions contained in this Agreement areequally applicable to the singular and plural forms of the terms defined.  Thewords "hereof", "herein" and "hereunder" and wordsof similar import referring to this Agreement refer to this Agreement as a wholeand not to any particular provision of this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
.

		The Investor hereby represents and warrants to theCompany and agrees with the Company that, as of the Execution Date and as of theClosing Date:

Authorization; Enforceability

.  The Investor is duly and validly organized, validlyexisting and in good standing under the laws of the jurisdiction of itsincorporation or organization with the requisite corporate power and authorityto purchase the Shares and the Warrant to be purchased by it hereunder and toexecute and deliver this Agreement and the other Transaction Documents to whichit is a party.  This Agreement and the Business Collaboration Agreementconstitute, and upon execution and delivery thereof, each other TransactionDocument to which the Investor is a party will constitute, the Investor's validand legally binding obligation, enforceable in accordance with its terms,subject to (i) applicable bankruptcy, insolvency, fraudulent transfer,reorganization, moratorium or other similar laws of general application relatingto or affecting the enforcement of creditors' rights generally and (ii) generalprinciples of equity.

Accredited Investor

.  The Investor (i) is an "accredited investor"as that term is defined in Rule 501 of Regulation D and (ii)is acquiring the Securities in the ordinary course ofits business, solely for its own account, and not with a view to the publicresale or distribution of all or any part thereof, except pursuant to sales thatare registered under the Securities Act or are exempt from the registrationrequirements of the Securities Act and does not have any agreement orunderstanding with any person to distribute any of the Securities.
Information

.  The Company has, prior to the Execution Date, providedthe Investor withinformation regarding the business,operations and financial condition of the Company****and has, prior to theExecution Date, granted to the Investor the opportunity to ask questions of andreceive satisfactory answers from representatives of the Company, its officers,directors, employees and agents concerning the Company and materials relating tothe terms and conditions of the purchase and sale of the Securities hereunder,as the Investor deems relevant in making an informed decision with respect toits investment in the Securities. The Investor is able to bear the economic riskof an investment in the Securities and, at the present time, is able to afford acomplete loss of such investment.  Neither such information nor any otherinvestigation conducted by the Investor or any of its representatives shallmodify, amend or otherwise affect the Investor's right to rely on the Company'srepresentations and warranties contained in this Agreement.

Limitations on Disposition

.  The Investor acknowledges that, except as provided inthe Registration Rights Agreement, the Securities have not been and are notbeing registered under the Securities Act and may not be transferred or resoldwithout registration under the Securities Act or unless pursuant to an exemptiontherefrom.

Legend

.  The Investor understands that the certificatesrepresenting the Securities may bear at issuance a restrictive legend insubstantially the following form:
"The securities represented by this certificate have notbeen registered under the Securities Act of 1933, as amended (the"Securities Act"), or the securities laws of any state, and may not beoffered, transferred, pledged, hypothecated, sold or otherwise disposed ofunless a registration statement under the Securities Act and applicable statesecurities laws shall have become effective with regard thereto, or an exemptionfrom registration under the Securities Act and applicable state securities lawsis available in connection with such offer or sale."
Notwithstanding the foregoing, it is agreed that, as long as(A) the resale or transfer (including, without limitation, a pledge) of any ofthe Securities is registered pursuant to an effective registration statement andthe holder of such Securities represents in writing to the Company that suchSecurities have been or will be sold pursuant to such registration statement or(B) such Securities have been sold pursuant to Rule 144, subject to receipt bythe Company of customary documentation in connection therewith, or (C) suchSecurities are eligible for resale under Rule 144(k) or any successor provisionand the holder thereof represents in writing to the Company that it is eligibleto use such rule for public resales of such Securities, the certificatesrepresenting such Securities shall be issued without any legend or otherrestrictive language and, with respect to Securities upon which such legend isstamped, the Company shall issue new certificates without such legend to theholder upon request.

Reliance on Exemptions

.  The Investor understands that the Securities are beingoffered and sold to it in reliance upon specific exemptions from theregistration requirements of U.S. federal and state securities laws and that theCompany is relying upon the truth and accuracy of the representations andwarranties of the Investor set forth in this Section 2 in order todetermine the availability of such exemptions and the eligibility of theInvestor to acquire the Securities.

Fees

.  The Investor will indemnify and hold harmless theCompany from and against any claim against the Company by any person or entityalleging that, as a result of any agreement or arrangement between such Personand the Investor with respect to the purchase and sale of the Securitiescontemplated hereby, the Company is obligated to pay any compensation, fee, costor related expenditure in connection with the purchase and sale of theSecurities contemplated hereby.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
.

		The Company hereby represents and warrants to theInvestor that, except as (i) expressly set forth in the disclosureschedules to this Agreement dated as of the Execution Date with specificreference to the Section or subsection of this Agreement to which informationstated in such disclosure schedule relates or (ii) qualified by disclosurein the SEC Documents if such qualification is expressly set forth in theapplicable Section and subsection of this Section 3 and to the extent thequalifying nature of such disclosure is readily apparent on its face, butexcluding any disclosure in such SEC Documents to the extent that it ispredictive, cautionary or forward-looking in nature (it being understood andagreed that facts underlying any such predictive, cautionary or forward-lookingstatements shall not be excluded to the extent those facts are stated in suchSEC Documents and in existence on the date of such SEC Documents), as of theExecution Date and as of the Closing Date:
Organization, Good Standing and Qualification

.  The Company is duly organized, validly existing and ingood standing under the laws of the jurisdiction of its incorporation ororganization and has all requisite power and authority to carry on its businessas now conducted.  The Company is duly qualified to transact business and is ingood standing in each jurisdiction in which it conducts business except wherethe failure so to qualify has not had or would not reasonably be expected tohave a Material Adverse Effect.  The Company does not have any Subsidiaries.

Authorization; Consents

.  The Company has the requisite corporate power andauthority to enter into and perform its obligations under the TransactionDocuments, including, without limitation, its obligations to issue and sell theSecurities to the Investor in accordance with the terms hereof and thereof, andto issue the Warrant Shares upon exercise of the Warrant.All corporate action on the part of the Company by its officers, directorsand stockholders necessary for the authorization, execution and delivery of, andthe performance by the Company of its obligations under, the TransactionDocuments has been taken, and no further consent or authorization of theCompany, its Board of Directors, stockholders, any Governmental Authority ororganization (other than such approval as may be required under the SecuritiesAct and applicable state securities laws in respect of the registration orqualification of the Registrable Securities (as defined in the RegistrationRights Agreement) required under the Registration Rights Agreement), or anyother Person is required (pursuant to any rule of the FINRA or otherwise).
Due Execution; Enforceability

.  This Agreement and the Business CollaborationAgreement have been and, at or prior to the Closing, each other TransactionDocument to be delivered at the Closing will be, duly executed and delivered bythe Company.  This Agreement and the Business Collaboration Agreement constituteand, upon the execution and delivery thereof by the Company, each otherTransaction Document will constitute the valid and legally binding obligation ofthe Company, enforceable against it in accordance with its terms, subject to (i)applicable bankruptcy, insolvency, fraudulent transfer, moratorium,reorganization or other similar laws of general application relating to oraffecting the enforcement of creditors' rights generally and (ii) generalprinciples of equity. 
Disclosure Documents; Agreements; Financial Statements; OtherInformation

.  The Company is subject to the reporting requirementsof the Exchange Act and has filed with the Commission all reports, schedules,registration statements and definitive proxy statements  that the Company wasrequired to file with the Commission on or after December 31, 2008(collectively, the "SEC Documents").  The Company is not awareof any event occurring or expected to occur on or prior to the Closing Date(other than the transactions effected hereby and quarterly releases of financialresults) that would require the filing of, or with respect to which the Companyintends to file, a Form 8-K after the Closing.  Each SEC Document, as of thedate of the filing thereof with the Commission (or if amended or superseded by afiling prior to the Execution Date, then on the date of such amending orsuperseding filing), complied in all material respects with the requirements ofthe Securities Act or Exchange Act, as applicable, and the rules and regulationspromulgated thereunder and, as of the date of such filing (or if amended orsuperseded by a filing prior to the Execution Date, then on the date of suchfiling), such SEC Document (including all exhibits and schedules thereto anddocuments incorporated by reference therein) did not contain an untrue statementof material fact or omit to state a material fact required to be stated thereinor necessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading.  All documents required to be filed asexhibits to the SEC Documents have been filed as required.  Except as set forthin the Disclosure Documents, the Company has no liabilities, contingent orotherwise, other than liabilities incurred in the ordinary course of businesswhich, under GAAP, are not required to be reflected in the financial statementsincluded in the Disclosure Documents and which, individually or in theaggregate, are not material to the business or financial condition of theCompany.  As of their respective dates, the financial statements of the Companyincluded in the SEC Documents have been prepared in accordance with GAAP (except(i) as may be otherwise indicated in such financial statements or the notesthereto, or (ii) in the case of unaudited interim statements, to the extent theymay exclude footnotes or may be condensed or summary statements) and fairlypresent in all material respects the financial position of the Company as of thedates thereof and the results of its operations and cash flows for the periodsthen ended (subject, in the case of unaudited statements, to normal year-endadjustments).
Due Authorization; Valid Issuance

.  The Shares and the Warrant are duly authorized and,when issued, sold and delivered in accordance with the terms hereof, (i) theShares and the Warrant will be duly and validly issued, and the Shares will befully paid and nonassessable; in each case, free and clear of any Liens imposedby or through the Company, and (ii) assuming the accuracy of the Investor'srepresentations in this Agreement, the Shares and the Warrant will be issued,sold and delivered in compliance with all applicable federal and statesecurities laws.  The Warrant Shares are duly authorized and reserved forissuance and, when issued in accordance with the terms of the Warrant, will beduly and validly issued, fully paid and nonassessable, free and clear of anyLiens imposed by or through the Company and, assuming the accuracy of theInvestor's representations in this Agreement at the time of exercise, will beissued, sold and delivered in compliance with all applicable federal and statesecurities laws.
No Conflict with Other Instruments

.  The Company is not in violation ofany provisions of its charter, bylaws or any other governing document or indefault (and no event has occurred which, with notice or lapse of time or both,would constitute a default) under any provision of any instrument or contract towhich it is a party or by which it or any of its Property is bound, or inviolation of any provision of any Governmental Requirement applicable to it,except for any violation or default under any such instrument or contract or anyviolation of any provision of a Governmental Requirement that, individually orin the aggregate, has not had or would not reasonably be expected to have aMaterial Adverse Effect.  The (i) execution, deliveryand performance of this Agreement and the other Transaction Documents, and (ii)consummation of the transactions contemplated hereby and thereby (including,without limitation, the issuance of the Shares and the Warrant and thereservation for issuance and issuance of the Warrant Shares) will not result inany violation of any provisions of the Company's charter, bylaws or any othergoverning document or in a default under any provision of any instrument orcontract to which it is a party or by which it or any of its Property is bound,or in violation of any provision of any Governmental Requirement applicable tothe Company or be in conflict with or constitute, with or without the passage oftime and giving of notice, either a default under any such provision, instrumentor contract or an event which results in the creation of any Lien upon anyassets of the Company.
- Form S-3 .  The Company is eligible to register the RegistrableSecurities for resale by the Investor on a registration statement on Form S-3under the Securities Act.    Fees
 .  The Company is not obligated to pay any compensationor other fee, cost or related expenditure to any underwriter, broker, agent orother representative in connection with the transactions contemplated hereby.The Company will indemnify and hold harmless the Investor from and against anyclaim against the Investor by any Person alleging that, as a result of anyagreement or arrangement between such Person and the Company, the Investor isobligated to pay any such compensation, fee, cost or related expenditure inconnection with the transactions contemplated hereby or the other TransactionDocuments.  Solicitation; Other Issuances of Securities
 .  Neither the Company nor any of its Subsidiaries orAffiliates, nor any person acting on its or their behalf, (i) has engaged in anyform of general solicitation or general advertising (within the meaning ofRegulation D) in connection with the offer or sale of the Securities, or (ii)has, directly or indirectly, made any offers or sales of any security or theright to purchase any security, or solicited any offers to buy any security orany such right, under circumstances that would require registration of theSecurities under the Securities Act.  Exchange Act Registration; Listing
 .  The Company files supplementary and periodicinformation, documents, and reports pursuant to Section 15(d) of the ExchangeAct.  The Company's Common Stock is registered pursuant to Section 12(g) of theExchange Act and is listed on the Nasdaq Global Market.  The Company currentlymeets the continuing eligibility requirements for listing on the Nasdaq GlobalMarket and has not received any notice from such market or the FINRA that itdoes not currently satisfy such requirements or that such continued listing isin any way threatened.  The Company has taken no action designed to, or which,to the knowledge of the Company, would reasonably be expected to have the effectof, terminating the registration of the Common Stock under the Exchange Act ordelisting the Common Stock from the Nasdaq Global Market.  Investment Company Status
 . The Company is not, and immediately after receipt ofpayment for the Shares and the Warrant issued under this Agreement will not be,an "investment company" or an entity "controlled" by an"investment company" within the meaning of the Investment Company Act,and shall conduct its business in a manner so that it will not become subject tothe Investment Company Act.  Capitalization
 .  The authorized capital stock of the Company as of thedate hereof is as set forth in the SEC Documents.  The capitalization of theCompany as of March 31, 2009, including its authorized capital stock, the numberof shares issued and outstanding, the number of shares issuable and reserved forissuance pursuant to the Company's stock option plans and agreements, the numberof shares issuable and reserved for issuance pursuant to securities (other thanthe Warrant) exercisable for, or convertible into or exchangeable for any sharesof Common Stock and the number of shares initially to be reserved for issuanceupon exercise of the Warrant, is as set forth in the SEC Documents.  All issuedand outstanding shares of capital stock of the Company have been, or uponissuance will be, validly issued, fully paid and non-assessable.  No shares ofcapital stock of the Company were issued in violation of any preemptive rightsor any other similar rights of security holders of the Company.  Except asdisclosed in the SEC Documents, there are no outstanding preemptive rights,rights of first refusal, shareholder rights, options, warrants, scrip, rights tosubscribe to, calls or commitments of any capital stock of the Company, orarrangements by which the Company is or may become (as a result of thetransactions contemplated hereby or the other Transaction Documents orotherwise) bound to issue additional shares or capital stock of the Company(whether pursuant to anti-dilution, "reset" or other similarprovisions).    Financial Condition
 .  The Company's financial condition is, in all materialrespects, as described in the SEC Documents, except for changes in the ordinarycourse of business.  Except for changes in the ordinary course of business,since March 31, 2009 there has been no (i) material adverse change to theCompany's business, operations, properties, financial condition, or results ofoperations or (ii) change by the Company in its accounting principles, policiesand methods except as required by changes in the GAAP or applicable law.    
No Undisclosed Liabilities

 .  The Company does not have any liabilities orobligations of any nature (absolute, accrued, contingent or otherwise) which arenot properly reflected or reserved against in the financial statement describedin Section 3.4 hereof to the extent required to be so reflected orreserved against in accordance with GAAP, except for liabilities that havearisen since March 31, 2009 in the ordinary course of business or that have nothad a Material Adverse Effect.  Taxes
 .    The Company has filed all material Tax Returns requiredto have been filed as of the date hereof (or extensions have been duly obtained)and such Tax Returns are correct and complete in all material respects and havepaid all material Taxes required to have been timely paid by it in full throughthe date hereof, except to the extent such Taxes are both (A) being challengedin good faith and (B) adequately provided for on the Financial Statements inaccordance with GAAP.

The Company does not have any material liability forTaxes of any Person (other than the Company) under Treasury Regulation Section1.1502-6 (or any similar provision of state, local or foreign law with respectto income taxes), as a transferee or successor or by contract.

No deficiencies for any material Taxes have been proposedor assessed in writing against or with respect to the Company and there is nooutstanding material audit, assessment, dispute or claim concerning any Taxliability of the Company pending or raised by an authority in writing.

The Company has not participated in a "listedtransaction" within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

    Litigation

.  There is no material claim, litigation oradministrative proceeding pending or, to the Company's knowledge, threatened orcontemplated, against the Company or, to the Company's knowledge, against anyofficer, director or employee of the Company in connection with such person'semployment therewith, except as described in the SEC Documents.  The Company isnot a party to or subject to the provisions of, any order, writ, injunction,judgment or decree of any court or Governmental Authority which has had or wouldreasonably be expected to have a Material Adverse Effect.
Intellectual Property

.
The Company owns, free and clear of claims or rights orany other Person, with full right to use, sell, license, sublicense, dispose of,and bring actions for infringement of, or, to the Company's knowledge, hasacquired licenses or other rights to use, all Intellectual Property necessaryfor the conduct of its business as presently conducted (other than with respectto software which is generally commercially available and not used orincorporated into the Company's products and open source software which may besubject to one or more "general public" licenses).  All works that areused or incorporated into the Company's services, products or services orproducts actively under development and which are proprietary to the Companywere developed by or for the Company by the current or former employees,consultants or independent contractors of the Company or its predecessors ininterest or purchased or licensed by the Company or its predecessors ininterest.

The business of the Company as presently conducted andthe production, marketing, licensing, use and servicing of any products orservices of the Company do not, to the Company's knowledge, infringe or conflictwith any patent, trademark, copyright, or trade secret rights of any thirdparties or any other Intellectual Property of any third parties in any materialrespect.  The Company has not received written notice from any third partyasserting that any Intellectual Property owned or licensed by the Company, orwhich the Company otherwise has the right to use, is invalid or unenforceable bythe Company and, to the Company's knowledge, there is no valid basis for anysuch claim (whether or not pending or threatened).

No claim is pending or, to the Company's knowledge,threatened against the Company nor has the Company received any written noticeor other written claim from any Person asserting that any of the Company'spresent or contemplated activities infringe or may infringe in any materialrespect any Intellectual Property of such Person and the Company is not aware ofany infringement by any other Person of any material rights of the Company underany Intellectual Property Rights.

All licenses or other agreements under which the Companyis granted Intellectual Property (excluding licenses to use software utilized inthe Company's internal operations and which is generally commercially available)are in full force and effect and, to the Company's knowledge, there is nomaterial default by any party thereto.  The Company has no reason to believethat the licensors under such licenses and other agreements do not have and didnot have all requisite power and authority to grant the rights to theIntellectual Property purported to be granted thereby.

The Company has taken all steps required in accordancewith commercially reasonable business practice to establish and preserve itsownership in its owned Intellectual Property and to keep confidential allmaterial technical information developed by or belonging to the Company whichhas not been patented or copyrighted.  To the Company's knowledge, the Companyis not making any material unlawful use of any Intellectual Property of anyother Person, including, without limitation, any former employer of any past orpresent employees of the Company.  To the Company's knowledge, neither theCompany nor any of its employees has any agreements or arrangements with formeremployers of such employees relating to any Intellectual Property of suchemployers, which materially interfere or conflict with the performance of suchemployee's duties for the Company or result in any former employers of suchemployees having any rights in, or claims on, the Company's IntellectualProperty.  Each current and former employee of the Company who has had access tomaterial confidential Intellectual Property has executed agreements regardingconfidentiality, proprietary information and assignment of inventions andcopyrights to the Company, each independent contractor or consultant of theCompany who has or who had access to material confidential Intellectual Propertyor who is or has been involved with the development of material confidentialIntellectual Property has executed agreements regarding confidentiality andproprietary information, and the Company has not received written notice thatany employee, consultant or independent contractor is in violation of anyagreement or in breach of any agreement or arrangement with former or presentemployers relating to proprietary information or assignment of inventions.Without limiting the foregoing: (i) the Company has taken reasonable securitymeasures to guard against unauthorized disclosure or use of any of itsIntellectual Property; and (ii) the Company has no reason to believe that anyPerson (including, without limitation, any former employee or consultant of theCompany) has unauthorized possession of any of its Intellectual Property, or anypart thereof, or that any Person has obtained unauthorized access to any of itsIntellectual Property.  The Company is in compliance in all material respectswith its obligations pursuant to all agreements relating to IntellectualProperty rights that are the subject of licenses granted by third parties,except for any non-compliance that has not had or would not reasonably beexpected to have a Material Adverse Effect.

Foreign Corrupt Practices

.  Neither the Company, nor to the Company's knowledge,any director, officer, agent, employee or other person acting on behalf of theCompany, has (i) used any corporate funds for any unlawful contribution, gift,entertainment or other unlawful expenses relating to political activity, (ii)made any direct or indirect unlawful payment to any foreign or domesticgovernment official or employee (including, without limitation, any bribe,rebate, payoff, influence payment, kickback or other unlawful payment), or (ii)violated any provision of the Foreign Corrupt Practices Act of 1977, as amended,except in each case as would not have a Material Adverse Effect.

Key Employees

.  Each of the Company's executive officers (as definedin Rule 501(f) of the Securities Act) (each, a "Key Employee")is currently serving in the capacity described in the Disclosure Documents.  TheCompany has no knowledge of any fact or circumstance (including, withoutlimitation, (i) the terms of any agreement to which such person is a party orany litigation in which such person is or may become involved and (ii) anyillness or medical condition that could reasonably be expected to result in thedisability or incapacity of such person) that would limit or prevent any suchperson from serving in such capacity on a full-time basis in the foreseeablefuture, or of any intention on the part of any such person to limit or terminatehis or her employment with the Company.

Employee Matters

.  There is no strike, labor dispute or unionorganization activity pending or, to the Company's knowledge, threatened betweenit and its employees.  No employees of the Company belong to any union orcollective bargaining unit.  The Company has complied in all respects with allapplicable federal and state equal opportunity and other laws related toemployment, except as would not have a Material Adverse Effect.
ERISA

.  Except as described in the Company's SEC Documents,the Company does not maintain or contribute to, or have any obligation under,any Pension Plan.  The Company is in compliance in all material respects withthe presently applicable provisions of ERISA and the United States InternalRevenue Code of 1986, as amended, with respect to each Pension Plan except inany such case for any such matters that, individually or in the aggregate, havenot had, and would not reasonably be expected to have, a Material AdverseEffect.

Environment

.  To the Company's knowledge, the Company does not haveany current liability under any Environmental Law, nor, to the Company'sknowledge, do any factors exist that are reasonably likely to give rise to anysuch liability that, individually or in the aggregate, has had or wouldreasonably be expected to have a Material Adverse Effect.  To the Company'sknowledge, the Company has not violated any Environmental Law applicable to itnow or previously in effect, other than such violations or infringements that,individually or in the aggregate, have not had and would not reasonably beexpected to have a Material Adverse Effect.

Insurance

.  The Company maintains insurance in such amounts andcovering such losses and risks as the Company believes to be reasonably prudentin relation to the businesses in which the Company is engaged.  No notice ofcancellation has been received for any of such policies and the Company is incompliance with all of the terms and conditions thereof.  The Company has noreason to believe that it will not be able to renew any existing insurancecoverage as and when such coverage expires or to obtain similar coverage fromsimilar insurers as may be necessary to continue doing business as currentlyconducted without a significant increase in cost, other than normal increases inthe industry.  Without limiting the generality of the foregoing, the Companymaintains directors and officers insurance in an amount deemed to be reasonableand appropriate by the Company's Board of Directors.
Property

.  The Company does not own any real property.  TheCompany owns all personal Property owned by it free and clear of all Liensexcept for Permitted Liens and except for such Liens which, individually andtogether with all other Liens (including without limitation Permitted Liens) donot have, and cannot reasonably be expected to have, a Material Adverse Effect.Any Property held under lease by the Company is held by it, to the Company'sknowledge, under valid, subsisting and enforceable leases with such exceptionsas are not material and do not materially interfere with the use made orproposed to be made of such Property by the Company.

Regulatory Permits

.  The Company possesses all material certificates,authorizations and permits issued by the appropriate federal, state or foreignregulatory authorities necessary to conduct its businesses other than where thefailure to possess such certificates, authorizations or permits, individually orin the aggregate, has not had and would not reasonably be expected to have aMaterial Adverse Effect.  The Company has not received any notice or otherwisebecome aware of any proceedings, inquiries or investigations relating to therevocation or modification of any such certificate, authorization or permit.

Transfer Taxes

.  No stock transfer or other taxes (other than incometaxes) are required to be paid under United States federal, state or local lawsin connection with the issuance and sale of any of the Securities.
Sarbanes-Oxley Act; Internal Controls and Procedures

.  The Company is in material compliance with any and allapplicable requirements of the Sarbanes-Oxley Act of 2002 and any and allapplicable rules and regulations promulgated by the SEC thereunder that areeffective as of the date hereof.  The Company maintains internal accountingcontrols, policies and procedures, and such books and records as are reasonablydesigned to provide reasonable assurance that (i) all transactions to which theCompany is a party or by which its properties are bound are effected by a dulyauthorized employee or agent of the Company, supervised by and acting within thescope of the authority granted by the Company's senior management; (ii) therecorded accounting of the Company's consolidated assets is compared withexisting assets at regular intervals; and (iii) all transactions to which theCompany is a party, or by which its properties are bound, are recorded (and suchrecords maintained) in accordance with all Governmental Requirements and as maybe necessary or appropriate to ensure that the financial statements of theCompany are prepared in accordance with GAAP.

Solvency

.  After giving effect to the transactions contemplatedby this Agreement, (i) the fair saleable value of the Company's assets exceedsthe amount that will be required to be paid on or in respect of the Company'sexisting Debt as such Debt matures or is otherwise payable and (ii) the currentcash flow of the Company, together with the proceeds the Company would receiveupon liquidation of its assets, after taking into account all anticipated usesof such amounts, would be sufficient to pay all Debt when such Debt is requiredto be paid.  The Company has no knowledge of any facts or circumstances whichlead it to believe that it will be required to file for reorganization orliquidation under the bankruptcy or reorganization laws of any jurisdiction, andhas no present intention to so file.

Transactions with Interested Persons

.  Except as set forth in the SEC Documents, to theCompany's knowledge, there are no business relationships or related-partytransactions involving the Company and its officers or directors that are of thetype required to be disclosed to the Commission.

Section 203; Rights Agreement

.  The Board of Directors has heretofore taken allnecessary action to approve, and has approved, for purposes of Section 203 ofthe Delaware General Corporation Law (including any successor statute thereto"Section 203") the Investor's becoming, together with itsAffiliates and associates, an "interested stockholder" within themeaning of Section 203 solely as  result of the transaction contemplated by thisAgreement, such that, as of the Execution Date and from and after the Closing,Section 203 will not be applicable to any "business combination"within the meaning of Section 203 that may take place between the Investorand/or its affiliates or associates, on the one hand, and the Company, on theother, solely as a result of the transactions contemplated by this Agreement.The Company does not have a rights agreement, poison pill or similar arrangementin place.
*COVENANTS OF THE COMPANY AND THE INVESTOR
.
Participation Rights

.  If the Investor does not lead the next equityfinancing round for the Company, whether (a) because the Investor was unable toarrange a syndicate, (b) an offered financing was not accepted by the Company or(c) any other reason, then, the Company will use commercially reasonable effortsto permit the Investor to invest fifteen percent (15%) (or greater if mutuallyagreed) of each subsequent equity financing over the two (2) years following theClosing Date at the same time and on the same terms as other investors in suchfinancing, subject to Nasdaq and U.S. securities laws limitations, if any.  Tothe extent practical under the circumstances, the Company will use commerciallyreasonable efforts to provide the Investor with a written notice (the"Participation Notice"), which the Company will usecommercially reasonable efforts to provide not less than ten (10) Business Daysprior to the expected date of the closing of such financing, which notice shallset forth in reasonable details, to the extent then known, the material terms ofsuch financing, the expected date of the closing of such financing and, unlessthe Company is restricted from doing so, identities of the other investors.  Ifthe Investor indicates a desire to participate in such financing in writing, theCompany will also use commercially reasonable efforts to keep the Investorreasonably informed of material developments in such financing and will instructany placement agent, underwriter or broker hired by the Company to usecommercially reasonable efforts to permit the Investor to participate in suchfinancing as described above if so desired by the Investor.  The Investor willkeep strictly confidential, and not use for any purpose other than evaluatingits participation in such financing, any information provided to it by theCompany hereunder.  Without limiting the foregoing, in no event will Investorcontact any proposed investor identified to the Investor hereunder with respectto a proposed investment in the Company.  The Investor's right under thisSection 4.1 will terminate if the Investor chooses not to participate in anysuch financing.  

Director Seat

.  The Company will promptly as practicable add a persondesignated by the Investor in writing, who is reasonably acceptable to theCompany, to the Board of Directors and cause the Board of Directors to take allnecessary actions to effect such appointment, if each of the followingconditions has been satisfied: (a) either (i) the Company closes on an equityfinancing syndicated by the Investor of at least $25 million within the twelve(12) months following the Closing or (ii) the Investor participates in asubsequent financing over the two (2) years following the Closing by purchasingsecurities sold in such financings from the Company with an aggregate purchaseprice of at least $10 million and (b) the Investor has not at that time soldmore than fifty percent (50%) of the Securities purchased pursuant to thisAgreement and, if all the other conditions set forth in this Section 4.2are satisfied prior to the second (2nd) anniversary of the Closing Date, agreesnot to sell more than fifty percent (50%) of the Securities prior to the datetwo (2) years following the Closing Date.

Reservation of Common Stock

.  The Company shall, on the Closing Date, haveauthorized and reserved for issuance to the Investor free from any preemptiverights, and shall keep available at all times during which the Warrant isoutstanding, a number of shares of Common Stock (the "ReservedAmount") that, on the Closing Date, is not less than one hundredpercent (100%) of the number of Warrant Shares issuable upon exercise of the Warrant issued at the Closing, without regard to anylimitation or restriction on such conversion or exercise that may be set forthin the Warrant.  In the event that the Reserved Amount is insufficient at anytime to cover one hundred percent (100%) of the Registrable Securities issuableupon the exercise of the Warrant (without regard to any restriction on suchconversion or exercise), the Company shall take such action (including, withoutlimitation, holding a meeting of its stockholders) to increase the ReservedAmount to cover one hundred percent (100%) of the Registrable Securitiesissuable upon such conversion and exercise, such increase to be effective notlater than the thirtieth (30th) day (or sixtieth (60th) day, in the eventstockholders approval is required for such increase) following the Company'sreceipt of written notice of such deficiency.  While the Warrant is outstanding,the Company shall not reduce the Reserved Amount without obtaining the priorwritten consent of the Investor. 

Limitations on Disposition

.  The Investor shall not sell, transfer, assign ordispose of any Securities, unless:
there is then in effect an effective registrationstatement under the Securities Act covering such proposed disposition and suchdisposition is made in accordance with such registration statement; or

the Investor has notified the Company in writing of anysuch disposition, and furnished the Company with an opinion of counsel,reasonably satisfactory to the Company, that such disposition will not requireregistration of such Securities under the Securities Act; provided, however,that no such opinion of counsel will be required (A) if the sale, transferor assignment complies with federal and state securities laws and is made to afund or other institutional investor that is an Affiliate of the Investor andwhich is also an "accredited investor" as that term is defined in Rule501 of Regulation D; provided, that such Affiliate provides the Company withcustomary accredited investor and investment representations (comparable withthose set forth in 
Section 2.2
 hereof), and agrees to be bound by theterms and conditions of this Agreement or (B) if the sale, transfer orassignment is made pursuant to Rule 144 and the Investor provides theCompany with evidence reasonably satisfactory to the Company that the proposedtransaction satisfies the requirements of Rule 144.

Press Release

.  The Company agrees with the Investor that the Companywill (i) on or prior to 5:00 p.m. (Eastern Time) on the second Business Dayfollowing the Execution Date, issue a press release disclosing the materialterms of this Agreement and the other Transaction Documents and the transactionscontemplated hereby and thereby and (ii) on or prior to 5:00 p.m. (eastern time)on the fourth Business Day following the Execution Date, file with theCommission a Current Report on Form 8-K disclosing the material terms of thisAgreement and the other Transaction Documents and the transactions contemplatedhereby and thereby; provided, however, that the Investor shall have a reasonableopportunity to review and comment on any such press release or Form 8-K prior tothe issuance or filing thereof.  

Standstill

.  The Investor and Walsin Lihwa represent to the Companythat Walsin Lihwa is not a Subsidiary of any Person.  Until the second (2nd)anniversary of the date of the Closing Date, none of the Investor, Walsin Lihwaor any of their respective Subsidiaries, will, without the prior written consentof the Company:
acquire, offer to acquire, or agree to acquire, directlyor indirectly, by purchase or otherwise, any voting shares or direct or indirectrights to acquire any voting shares of, or economic interest in (throughderivative securities or otherwise), the Company or any successorthereto;

make, or in any way participate, directly or indirectly,in any "solicitation" of "proxies" to vote (as such termsare used in the rules of the Commission), seek to advise or influence any personor entity with respect to the voting of any voting shares of the Company or seekor propose to have called, or cause to be called, any meeting of thestockholders of the Company;

make any public announcement with respect to, or submit aproposal for, or offer of (with or without conditions) any extraordinarytransaction involving the Company or any of its securities or assets;or

form, join or in any way participate in a"group" as defined in Section 13(d)(3) of the Exchange Act inconnection with any of the foregoing.

	The provisions of this Section 4.6 shall beinoperative and of no force or effect if, from and after the date hereof: (a)any Person or group shall have acquired or entered into a binding definitiveagreement that has been approved by the Board of Directors (or any dulyconstituted committee thereof composed entirely of independent directors) toacquire more than 50% of the outstanding voting securities of the Company orassets of the Company or its Subsidiaries representing more than 50% of theconsolidated earnings power of the Company and its subsidiaries, taken as awhole, (b) any Person commences a tender or exchange offer which, ifconsummated, would result in such Person's acquisition of beneficial ownershipof more than 50% of the outstanding voting securities of the Company, and inconnection therewith, the Company files with the Securities and ExchangeCommission a Schedule 14D-9 with respect to such offer that does not recommendthat the Company's stockholders reject such offer; or (c) the Board of Directors(or any duly constituted committee thereof composed entirely of independentdirectors) shall have determined in good faith, after consultation with outsidelegal counsel, that the failure to waive, limit, amend or otherwise modify thestandstill provisions, would be reasonably likely to be inconsistent with thefiduciary duties of the Board of Directors under applicable law; provided,however, that with respect to clauses (a), (b) and (c) of this sentence, theInvestor shall not have solicited, initiated or participated with any such otherPerson or group in connection with any of the transactions contemplated byclauses (a), (b) and (c) of this sentence.
	The provisions of this Section 4.6 shall not limitthe Investor's rights under Section 4.1 or limit the Investor frompresenting an investment to the Company of up to $40 million (reduced by anyfunds raised by the Company after the Closing Date) in the aggregate over thenext twelve (12) months in which Investor is participating with the othersyndicate members provided that (i) each syndicate member agrees to keep theoffer to the Company and subsequent discussions confidential in a mannerreasonably acceptable to the Company and (ii) no syndicate member other than theInvestor would beneficially own (as defined in Rule 13d-3 under the ExchangeAct), if the offer is accepted, more than 15% of the Company's Common Stock andthe Investor would not beneficially own (as defined in Rule 13d-3 under theExchange Act), if the offer is accepted, more than 19.9% of the Company's CommonStock.

Undertakings of the Company

.  The Company agrees that it will, during the periodbeginning on the Execution Date and ending on the Termination Date:
maintain its corporate existence in good standing;and

comply with all Governmental Requirements applicable tothe operation of its business, except for instances of noncompliance that wouldnot reasonably be expected to have, individually or in the aggregate, a MaterialAdverse Effect.

Use of Proceeds

.  The Company shall use the proceeds from the sale ofthe Shares and the Warrant for general corporate purposes; provided, that theCompany shall not use any of such proceeds (i) to pay any dividend or make anydistribution on any of its securities, or (ii) to repay any loan made to orincurred by any Key Employee or any other officer or director or Affiliate ofthe Company.

Listing

.  The Company has used, or promptly following theClosing shall use, its commercially reasonable efforts to include all of theWarrant Shares issuable upon exercise of the Warrant (without regard to anylimitation on such exercise) for listing on the Nasdaq Global Market.

Indemnification of Investor Parties

.  The Company will indemnify and hold the Investor andits directors, managers, officers, shareholders, members, partners, employeesand agents (each, an "Investor Party") harmless from any andall losses, liabilities, obligations, claims, contingencies, damages, costs andexpenses, including all judgments, amounts paid in settlements, court costs andreasonable attorneys' fees and costs of investigation that any such InvestorParty may suffer or incur as a result of or relating to (a) any breach of any ofthe representations, warranties, covenants or agreements made by the Company inthis Agreement or in the other Transaction Documents or (b) any actioninstituted against the Investor, or any of its Affiliates, by any stockholder ofthe Company who is not an Affiliate of the Investor, with respect to any of thetransactions contemplated by the Transaction Documents (unless such action isbased upon a breach of the Investor's representation, warranties or covenantsunder the Transaction Documents or any written agreements or understandings theInvestor may have with any such stockholder or any violations by the Investor ofstate or federal securities laws or any conduct by the Investor whichconstitutes fraud, gross negligence, willful misconduct or malfeasance).  If anyaction shall be brought against any Investor Party in respect of which indemnitymay be sought pursuant to this Agreement, such Investor Party shall promptlynotify the Company in writing, and the Company shall have the right to assumethe defense thereof with counsel of its own choosing.  Any Investor Party shallhave the right to employ separate counsel in any such action and participate inthe defense thereof, but the fees and expenses of such counsel shall be at theexpense of such Investor Party except to the extent that (i) the employmentthereof has been specifically authorized by the Company in writing, (ii) theCompany has failed after a reasonable period of time following such InvestorParty's written request that it do so, to assume such defense and to employcounsel or (iii) in such action there is, in the reasonable opinion of suchseparate counsel, a material conflict on any material issue between the positionof the Company and the position of such Investor Party.  The Company will not beliable to any Investor Party under this Agreement (i) for any settlement by anInvestor Party effected without the Company's prior written consent, which shallnot be unreasonably withheld or delayed; or (ii) to the extent, but only to theextent that a loss, claim, damage or liability is attributable to such InvestorParty's wrongful actions or omissions, or gross negligence or to such InvestorParty's breach of any of the representations, warranties, covenants oragreements made by the Investor in this Agreement or in the other TransactionDocuments.
*CONDITIONS TO CLOSING
.

Conditions to Investor's Obligations at theClosing

.  The Investor's obligations to effect the Closing,including, without limitation, its obligation to purchase Shares and Warrant atthe Closing, are conditioned upon the fulfillment (or waiver by the Investor inits sole and absolute discretion) of each of the following events as of theClosing Date, and the Company shall use its commercially reasonable efforts tocause each of such conditions to be satisfied:
the representations and warranties of the Company setforth in this Agreement and in the other Transaction Documents shall be true andcorrect as of such date as if made on such date (except to the extent that anysuch representation or warranty relates to a particular date, suchrepresentation or warranty shall be true and correct as of that particulardate); 

the Company shall have complied with or performed all ofthe agreements, obligations and conditions set forth in this Agreement that arerequired to be complied with or performed by the Company on or before theClosing; 

the Company shall have delivered to the Investor acertificate, signed by the Chief Executive Officer and Chief Financial Officerof the Company, certifying that the conditions specified in 
Sections5.1(a)
, 
(b)
, (
h)
, 
(i)
, 
(k)
 and 
(l)
 havebeen fulfilled as of the Closing, it being understood that the Investor may relyon such certificate as though it were a representation and warranty of theCompany made herein;

the Company shall have delivered to the Investor dulyexecuted certificates representing the Shares and the Warrant being purchased bythe Investor;

the Company shall have executed and delivered to theInvestor the Registration Rights Agreement;

the Company shall have executed and delivered to theInvestor the Business Collaboration Agreement and the Business CollaborationAgreement shall be effective and shall not be terminated;

the Company shall have delivered to the Investor acertificate, signed by the Secretary or an Assistant Secretary of the Company,attaching (i) the charter and bylaws of the Company, and (ii) resolutions passedby its Board of Directors to authorize the transactions contemplated hereby andby the other Transaction Documents, and certifying that such documents are trueand complete copies of the originals and that such resolutions have not beenamended or superseded, it being understood that the Investor may rely on suchcertificate as a representation and warranty of the Company madeherein;

the Company shall have authorized and reserved forissuance the aggregate number of shares of Common Stock issuable upon exerciseof the Warrant to be issued at the Closing (such number to be determined withoutregard to any restriction on such exercise);

there shall be no injunction, restraining order or decreeof any nature of any court or Governmental Authority of competent jurisdictionthat is in effect that restrains or prohibits the consummation of thetransactions contemplated hereby and by the other TransactionDocuments;

the Closing Date shall occur on a date that is not laterthan July 3, 2009;

there shall have occurred no material adverse change inthe Company's consolidated business or financial condition since the date of theCompany's most recent financial statements contained in the DisclosureDocuments; and

the Common Stock shall be listed on the Nasdaq GlobalMarket.

Conditions to Company's Obligations at theClosing

.  The Company's obligations to effect the Closing withthe Investor are conditioned upon the fulfillment (or waiver by the Company inits sole and absolute discretion) of each of the following events as of theClosing Date:
the representations and warranties of the Investor setforth in this Agreement and in the other Transaction Documents to which it is aparty shall be true and correct as of such date as if made on such date (exceptto the extent that any such representation or warranty relates to a particulardate, such representation or warranty shall be true and correct as of thatdate);

the Investor shall have complied with or performed all ofthe agreements, obligations and conditions set forth in this Agreement that arerequired to be complied with or performed by the Investor on or before theClosing; 

there shall be no injunction, restraining order or decreeof any nature of any court or Governmental Authority of competent jurisdictionthat is in effect that restrains or prohibits the consummation of thetransactions contemplated hereby and by the other Transaction Documents;

the Investor shall have executed each TransactionDocument to which it is a party and shall have delivered the same to theCompany; and

the Investor shall have tendered tothe Company the Purchase Price for the Shares and the Warrant being purchased byit at the Closing by wire transfer of immediately availablefunds.
	

MISCELLANEOUS.
- Severability
.  In the event that any provision of this Agreementbecomes or is declared by a court of competent jurisdiction to be illegal,unenforceable or void, this Agreement shall continue in full force and effectwithout said provision; *provided* that in such case the parties shallnegotiate in good faith to replace such provision with a new provision which isnot illegal, unenforceable or void, as long as such new provision does notmaterially change the economic benefits of this Agreement to the parties.

Successors and Assigns

.  The terms and conditions of this Agreement shall inureto the benefit of and be binding upon the respective successors and permittedassigns of the parties.  Nothing in this Agreement, express or implied, isintended to confer upon any party other than the parties hereto or theirrespective successors and permitted assigns any rights, remedies, obligations orliabilities under or by reason of this Agreement, except as expressly providedin this Agreement.  The Investor may not assign its rights and obligationshereunder without prior written consent of the Company; provided, however, thatthe Investor may assign all or part of its rights and obligation hereunder toits Subsidiaries, Walsin Lihwa or any of the Subsidiaries of Walsin Lihwawithout the Company's prior written consent.

No Reliance

.  Each party acknowledges that (i) it has such knowledgein business and financial matters as to be fully capable of evaluating thisAgreement, the other Transaction Documents, and the transactions contemplatedhereby and thereby, (ii) it is not relying on any advice or representation orwarranty of any other party in connection with entering into this Agreement, theother Transaction Documents, or such transactions (other than therepresentations and warranties made in this Agreement or the other TransactionDocuments), (iii) it has not received from any party any assurance or guaranteeas to the merits (whether legal, regulatory, tax, financial or otherwise) ofentering into this Agreement or the other Transaction Documents or theperformance of its obligations hereunder and thereunder, and (iv) it hasconsulted with its own legal, regulatory, tax, business, investment, financialand accounting advisors to the extent that it has deemed necessary, and hasentered into this Agreement and the other Transaction Documents based on its ownindependent judgment and on the advice of its advisors as it has deemednecessary, and not on any view (whether written or oral) expressed by anyparty.
Injunctive Relief

.  The parties hereto acknowledge and agree that a breachby either of their obligations hereunder will cause irreparable harm to theother party and that the remedy or remedies at law for any such breach will beinadequate and agrees that, in the event of any such breach, in addition to allother available remedies, the non-breaching party shall be entitled to aninjunction restraining any breach and requiring immediate and specificperformance of such obligations.

Governing Law; Jurisdiction

.  This Agreement shall be governed by and construedunder the laws of the State of Washington applicable to contracts made and to beperformed entirely within the State of Washington.  Each party herebyirrevocably submits to the non-exclusive jurisdiction of the state and federalcourts sitting in the State of Washington for theadjudication of any dispute hereunder or in connection herewith or with anytransaction contemplated hereby and hereby irrevocably waives, and agrees not toassert in any such suit, action or proceeding, any claim that it is notpersonally subject to the jurisdiction of any such court, that such suit, actionor proceeding is brought in an inconvenient forum or that the venue of suchsuit, action or proceeding is improper.  Each party hereby irrevocably waivespersonal service of process and consents to process being served in any suchsuit, action or proceeding by mailing a copy thereof to such party at theaddress in effect for notices to it under this Agreement and agrees that suchservice shall constitute good and sufficient service of process and noticethereof.  Nothing contained herein shall be deemed to limit in any way any rightto serve process in any manner permitted by law.
Counterparts

.  This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original, and all of whichtogether shall constitute one and the same instrument.  This Agreement may beexecuted and delivered by facsimile transmission or electronic mail.

Headings

.  The headings used in this Agreement are used forconvenience only and are not to be considered in construing or interpreting thisAgreement.  

Notices

.  Any notice, demand or request required or permitted tobe given by the Company or the Investor pursuant to the terms of this Agreementshall be in writing and shall be deemed delivered (i) when delivered personallyor by verifiable facsimile transmission or electronic mail, unless such deliveryis made on a day that is not a Business Day, in which case such delivery will bedeemed to be made on the next succeeding Business Day and (ii) on the third(3rd) Business Day after timely delivery to an international overnight courier,addressed as follows:

		If to the Company:

Microvision, Inc.

6222 185th Avenue NE

Redmond, WA 98052

Attn:	General Counsel

Tel:	(425) 415-6847

Fax:	(425) 936-4411	
*with a copyto:

Ropes & Gray LLP

One International Place

Boston, MA  02110

Attn:	Joel F. Freedman

Tel:	(617) 951-7000

Fax:	(617) 951-7050
*If to the Investor:

Max Display Enterprises Limited

c/o Walsin Lihwa Corporation

11F, No. 411

Rueiguang Road, Neihu

Taipei 114

Taiwan, R.O.C.

Attn:	Jeff Chen and Sandy Yu

Tel:	886-2-2799-2211 x 6221 (Jeff Chen) / x 6136 (SandyYu)

Fax: 	886-2-2799-8980
*with a copy (which shall not constitute notice)to:

Simpson Thacher & Bartlett LLP 

ICBC Tower - 35th Floor

3 Garden Road, Central

Hong Kong

Attn:	Chris K. H. Lin

Tel:	(852) 2514-7600

Fax:	(852) 2869-7694
Expenses

.  The Company and the Investor shall pay all of itsrespective costs and expenses that it incurs in connection with the negotiation,execution, delivery and performance of this Agreement or the other TransactionDocuments.

Entire Agreement; Amendments

.  This Agreement and the other Transaction Documentsconstitute the entire agreement between the parties with regard to the subjectmatter hereof and thereof, superseding all prior agreements or understandings,whether written or oral, between or among the parties.  Except as expresslyprovided herein, neither this Agreement nor any term hereof may be amendedexcept pursuant to a written instrument executed by the Company and the Investorand no provision hereof may be waived other than by a written instrument signedby the party against whom enforcement of any such waiver is sought.  Any waiveror consent shall be effective only in the specific instance and for the specificpurpose for which it is given.

Survival

.  The representations, warranties, covenants andindemnity made by the Company herein and in the other Transaction Documentsshall survive the Closing notwithstanding any diligence investigation made by oron behalf of the Investor.

[Signature Pages to Follow]

	IN WITNESS WHEREOF, the undersigned have executed thisPurchase Agreement as of the date first-above written.

MICROVISION, INC.

 

By: 	__/s/ Jeff T. Wilson_________

     	Name:  Jeff T. Wilson

     	Title:  Chief Financial Officer

 

MAX DISPLAY ENTERPRISES LIMITED

By:	__/s/ Chiao Yu Lon___________

	Name: Chiao Yu Lon

	Title: Director

 

For the sole purpose of agreeing to the provisions of Section4.6:

WALSIN LIHWA CORPORATION

By:	__/s/ Chiao Yu Lon___________

	Name: Chiao Yu Lon

	Title: Chairman

EXHIBIT A

WARRANT

EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

 

 

 

 

 

 

 

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