0001193125-06-249791 Sample Contracts

COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • December 8th, 2006 • Super Vision International Inc • Drawing & insulating of nonferrous wire • Delaware

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 7, 2006, by and among SUPER VISION INTERNATIONAL, INC., a Delaware corporation (the “Company”), with its principal executive offices located at 8210 Presidents Drive, Orlando, Florida 32809, and the purchasers (collectively, the “Purchasers” and each a “Purchaser”) set forth on Schedule 1 hereof, with regard to the following:

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Exhibit A to Common Stock and Warrant Purchase Agreement FORM OF BASE WARRANT
Warrant Purchase Agreement • December 8th, 2006 • Super Vision International Inc • Drawing & insulating of nonferrous wire • Delaware

SUPER VISION INTERNATIONAL, INC., a Delaware corporation (the “Company”), hereby certifies that ______________________________________, its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time commencing on the effective date (the “Effective Date”), which shall be the date of the Closing (as defined in the Common Stock and Warrant Purchase Agreement (the “Securities Purchase Agreement”), dated as of December 7, 2006, by and among the Company and the Purchasers listed on Schedule 1 thereto), and terminating on the fifth anniversary of such date (the “Termination Date”) up to _____________ shares (each, a “Share” and collectively the “Shares”) of the Company’s Class A Common Stock, $.001 par value per Share (the “Class A Common Stock”), at an exercise price per Share equal to Two Dollars and Twenty Three Cents ($2.23) (the “Exercise Price”). The number of Shares purchasable hereun

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 8th, 2006 • Super Vision International Inc • Drawing & insulating of nonferrous wire • Delaware

This REGISTRATION RIGHTS AGREEMENT is made as of December 7, 2006, by and among SUPER VISION INTERNATIONAL, INC., a Delaware corporation (the “Company”), with its principal executive offices at 8210 Presidents Drive, Orlando, Florida 32809 and the purchasers (collectively, the “Purchasers” and each a “Purchaser”) set forth on Schedule 1 hereof, with regard to the following:

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