0001071840-08-000006 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 13th, 2008 • Octillion Corp • Industrial organic chemicals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 8, 2008, among Octillion Corp, a Nevada 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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SERIES F COMMON STOCK PURCHASE WARRANT OCTILLION CORP.
Octillion Corp • February 13th, 2008 • Industrial organic chemicals

THIS SERIES F COMMON STOCK PURCHASE WARRANT (the “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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Octillion Corp., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of 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 • February 13th, 2008 • Octillion Corp • Industrial organic chemicals

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 8, 2008, between Octillion Corp., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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