VISION ACQUISITION II, INC. Private Placement of Units PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 25th, 2008 • Vision Acquisition II, Inc • Blank checks • New York
Vision Acquisition II, Inc., a Delaware corporation (the “Company”) proposes to offer for sale (the “Offering”) in a private offering pursuant to Section 4(2) and/or Section 4(6) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 of Regulation D promulgated thereunder, a minimum of $8,000 (the “Minimum Offering”) of units (“Units”). Each Unit consists of 10,000 shares of Common Stock, par value $.0001 per share (the “Common Stock”). Each investor (“Investor”) may purchase only one Unit at a per Unit price of $200, or $.02 per share. The Units are being offered during an offering period commencing on the date hereof and expiring the earliest of: (i) 60 days thereafter, unless extended by the Company and the Placement Agent (defined below) for up to an additional sixty (60) days; (ii) the sale of Units constituting at least the Minimum Offering, or (iii) the termination of the Offering by the Company and the Placement Agent (such period, as same may be extended, being he
VISION ACQUISITION II, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2008 • Vision Acquisition II, Inc • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 2, 2008 by and among VISION ACQUISITION II, INC., a Delaware corporation (the “Company”), and each INVESTOR executing an omnibus signature page or a copy hereof (collectively, the “Investors” and each, an “Investor”).
