formerly rsi systems, inc.) SECURITIES PURCHASE AGREEMENT SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTS Dated as of August ___, 2005Securities Purchase Agreement • August 26th, 2005 • Viseon Inc • Computer communications equipment • New York
This Securities Purchase Agreement (hereinafter the “Agreement”), dated as of the ___th day of August 2005, is entered into by and between VISEON, Inc. f/k/a RSI Systems, Inc., a corporation duly authorized and existing pursuant to the laws of the state of Nevada, with its principal offices located at 8445 Freeport Parkway, Suite 245, Irving, Texas 75063 (the “Corporation”), and the purchaser whose name and address are set forth on the signature page hereof (the “Purchaser” or the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2005 • Viseon Inc • Computer communications equipment • Nevada
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of August ___, 2005 by and among Viseon, Inc., a Nevada corporation (the “Company”) and each Purchaser who has entered into a Purchase Agreement (the “Purchase Agreement”) for the Offered Securities (as defined herein) (such Purchasers are collectively referred to herein as the “Purchasers”). In order to induce the Purchasers to enter into the Purchase Agreements, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreements.
Series B Warrant No. __Common Stock Purchase Warrant • August 26th, 2005 • Viseon Inc • 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.
Series B Warrant No. B-1Common Stock Purchase Warrant • August 26th, 2005 • Viseon Inc • 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.
