0000950153-06-002947 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 7th, 2006 • Syntax-Brillian Corp • Radio & tv broadcasting & communications equipment • Arizona

This Securities Purchase Agreement (this “Agreement”) is dated as of December 1, 2006, among Syntax-Brillan Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT To Purchase ___Shares of Common Stock of SYNTAX- BRILLIAN CORPORATION
Common Stock Purchase Warrant • December 7th, 2006 • Syntax-Brillian Corp • Radio & tv broadcasting & communications equipment

THIS COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, ___ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 181st day after December ___, 2006 (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Syntax-Brillian Corporation, a Delaware corporation (the “Company”), up to ___ shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 7th, 2006 • Syntax-Brillian Corp • Radio & tv broadcasting & communications equipment

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 7, 2006, among Syntax-Brillian Corporation, a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

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