Common Contracts

2 similar null contracts by Viseon Inc

Series B Warrant No. __
Viseon Inc • August 26th, 2005 • Computer communications equipment

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT AND IN THE REGISTRATION RIGHTS AGREEMENT, DATED THE DATE HEREOF, BY AND BETWEEN VISEON, INC f/k/a RSI SYSTEMS, INC., AND THE HOLDERS SPECIFIED THEREIN.

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Formerly RSI Systems, Inc.) Common Stock Purchase Warrant Dated as of August 22, 2005
Viseon Inc • August 26th, 2005 • Computer communications equipment

This Warrant is the Warrant (the term “Warrant”, shall include any such warrants issued in substitution therefor) originally issued in connection with the Purchase Agreement, dated as of the date hereof, by and among the Company and the Holder (as amended or otherwise modified from time to time, the “Purchase Agreement”). The Warrant originally so issued evidences the right to purchase a number of shares of Common Stock equal to the Warrant Shares, subject to adjustment as provided herein. Certain capitalized terms used in this Warrant are defined in Section 10; references to an “Exhibit” are, unless otherwise specified, to one of the Exhibits attached to this Warrant and references to a “Section” are, unless otherwise specified, to one of the Sections of this Warrant.

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