SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2009 • Vlov Inc. • Transportation services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2009, by and among VLOV, Inc., 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”).
ESCROW AGREEMENTEscrow Agreement • October 30th, 2009 • Vlov Inc. • Transportation services • Colorado
THIS ESCROW AGREEMENT (this "Escrow Agreement") is made and executed as of October 27, 2009 among VLOV, Inc., a Nevada corporation (the "Company"), Gilford Securities Incorporated, as the placement agent (the "Placement Agent"), Corporate Stock Transfer, Inc., as the escrow manager (the "Escrow Manager"), and United Western Bank, as the bank escrow agent (the "Bank Escrow Agent"). Capitalized terms used but not defined herein shall have the meaning set forth in the Securities Purchase Agreement (as defined below).
COMMON STOCK PURCHASE WARRANT VLOV, INC.Common Stock Purchase Warrant • October 30th, 2009 • Vlov Inc. • Transportation services
THIS 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 three-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from VLOV, Inc., 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).
