0001199835-12-000757 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 19, 2011, between Visualant, Incorporated, 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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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2011 between Visualant, Incorporated, 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”).

VISUALANT, INCORPORATED 10% CONVERTIBLE DEBENTURE
Convertible Security Agreement • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec • New York

THIS DEBENTURE is one of a series of duly authorized and validly issued 10% Convertible Debentures of Visualant, Incorporated, a Nevada corporation, (the “Company”), having its principal place of business at 500 Union Street, Suite 406, Seattle, Washington, designated as its 10% Convertible Debenture (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

COMMON STOCK PURCHASE WARRANT VISUALANT, INCORPORATED
Common Stock Purchase Warrant • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ASCENDIANT CAPITAL MARKETS, LLC (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 Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Visualant, Incorporated, a Nevada corporation (the “Company”), up to 192,000 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).

COMMON STOCK PURCHASE WARRANT VISUALANT, INCORPORATED
Common Stock Purchase Agreement • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GEMINI MASTER FUND, LTD. (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 Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Visualant, Incorporated, a Nevada corporation (the “Company”), up to 1,800,000 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).

WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec • New York

This WARRANT PURCHASE AGREEMENT (this “Agreement”) dated as of August 28, 2012 is made by and between Visualant, Incorporated, a Nevada corporation (“Buyer”), and Gemini Master Fund, Ltd., a Cayman Islands corporation (“Seller”).

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND DEBENTURES
Securities Purchase Agreement and Debentures • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec

WHEREAS, the parties hereto entered into a Securities Purchase Agreement dated as of May 19, 2011 (the “Agreement”) between Visualant, Incorporated, 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”); and

SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND DEBENTURES
Securities Purchase Agreement • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec

WHEREAS, the parties hereto entered into a Securities Purchase Agreement dated as of May 19, 2011 (the “Agreement”) between Visualant, Incorporated, 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”); and

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