SB-2/A: Optional form for registration of securities to be sold to the public by small business issuers

Published on August 14, 1996



STOCK PURCHASE AGREEMENT


THIS STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of May 5,
1999, by and among MICROVISION, INC., a Washington corporation (the "Company"),
and CREE RESEARCH, INC., a North Carolina corporation ("Purchaser").

W I T N E S S E T H

WHEREAS, the Company proposes to issue and sell to the Purchaser, and the
Purchaser desires to purchase from the Company, shares of the Company's common
stock on the terms and subject to the conditions set forth herein; and

WHEREAS, the Company and Purchaser desire to enter into a Registration
Rights Agreement of even date herewith in the form attached hereto as Exhibit A,
pursuant to which the Purchaser shall have certain registration rights.

NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:

SECTION 1.

Definitions

1.1 Defined Terms. Except as otherwise defined herein, capitalized terms
uses in this Agreement shall have the following meanings:

"Common Stock" means the Company's Common Stock, no par value.

"Development Agreement" means the Development Agreement between the Company
and Purchaser dated the date hereof.

"Director Plan" means the Microvision, Inc. 1996 Independent Director Stock
Plan, as amended.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Lien" means any lien, pledge, mortgage, deed of trust, security interest,
claim, lease, charge, option, right of first refusal, easement, servitude,
transfer restriction under any shareholder or similar agreement, encumbrance or
any other restriction or limitation whatsoever.

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"Material Adverse Effect" means any materially adverse effect on the
business, assets, liabilities, condition (financial or otherwise), results of
operations or prospects of the Company.

"1996 Stock Plan" means the Microvision, Inc. 1996 Stock Option Plan, as
amended.

"Person" means an individual, partnership, limited liability company,
corporation, joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.

"Preferred Stock" means the Company's Series A Convertible Preferred Stock,
no par value and Series B Convertible Preferred Stock, no par value.

"Prior Plans" means the Company's 1993 Stock Option Plan, 1994 Combined
Incentive and Nonqualified Stock Option Plan and 1995 Combined Incentive and
Nonqualified Stock Option Plan.

"Registration Rights Agreement" means the Registration Rights Agreement
between the Company and Purchaser dated the date hereof.

"SEC" means the United States Securities and Exchange Commission.

SECTION 2.

Sale and Purchase of Common Stock

In reliance on the representations and warranties of the Company and of
Purchaser contained herein and subject to the terms and conditions hereof,
Purchaser agrees to purchase from the Company, and the Company agrees to issue
and sell to Purchaser, 268,600 shares (the "Shares") of Common Stock at a
purchase price of $16.7535 per share, for an aggregate purchase price of Four
Million Five Hundred Thousand Dollars ($4,500,000) (the "Purchase Price").

SECTION 3.

Closing; Deliveries

3.1 Closing Date. The closing of the purchase and sale of the Shares (the
"Closing") shall be held at the offices of Stoel Rives LLP, 600 University
Street, Suite 3600, Seattle, Washington 98101 on May 6, 1999 (the "Closing
Date"), or on such other date or at such other place as Purchaser and the
Company shall mutually agree.

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3.2 Deliveries. At the Closing, the Purchaser shall pay the Purchase
Price to the Company by wire transfer, in accordance with the Company's written
instructions, and the Company shall deliver to Purchaser a certificate
evidencing the Shares.

SECTION 4.

Representations and Warranties of the Company

The Company hereby represents and warrants to, and agrees with Purchaser
that, as of each of the date of this Agreement and the Closing Date, as follows:

4.1 Organization, Good Standing and Qualification. The Company (i) is an
entity duly organized, validly existing and in good standing under the laws of
Washington, (ii) has all requisite power and authority to carry on its business,
(iii) is duly qualified to transact business and is in good standing in all
jurisdictions where its ownership, lease or operation of property or the conduct
of its business requires such qualification, except where the failure to do so
would not be material to the Company. The Company has no subsidiaries. The
Company has the corporate power and authority and is in possession of all
material franchises, grants, authorizations, licenses, permits, easements,
consents, certificates, approvals and orders (a) to own, lease and operate its
properties and to carry on its business as now being conducted and (b) to
execute and deliver this Agreement and the documents and instruments
contemplated hereby and to consummate the transactions contemplated hereby.

4.2 Capitalization.

4.2.1 The capitalization of the Company as of the date hereof is set
forth on Schedule 4.2, including the authorized capital stock, the number of
shares issued and outstanding, the number of shares issuable and reserved for
issuance pursuant to the Company's stock option plans, the number of shares
issuable and reserved for issuance pursuant to securities exercisable for, or
convertible into or exchangeable for any shares of capital stock, except for
additional shares outstanding from the exercise of various employee stock
options subsequent to March 31, 1999 for which the reserve is reflected on
Schedule 4.2. All of such outstanding shares of capital stock have been, or upon
issuance will be, validly issued, fully paid and nonassessable. Except as set
forth on Schedule 4.2, no shares of capital stock of the Company (including the
Shares) are subject to preemptive rights or any other similar rights of the
shareholders of the Company or any liens or encumbrances. Except for the Shares
and as disclosed in Schedule 4.2 and as described in the first sentence of this
Section 4.2.1, as of the date of this Agreement, (i) there are no outstanding
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into or
exercisable or exchangeable for, any shares of capital stock of the Company, or
arrangements by which the Company is or may become bound to issue additional
shares of capital stock of the Company, and (ii) there are no agreements or
arrangements under which the Company is obligated to register the sale of any of
its or their securities under the Securities Act (except the Registration Rights
Agreement). There are no securities or instruments

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containing antidilution or similar provisions that may be triggered by the
issuance of the Shares in accordance with the terms of this Agreement.

4.2.2 The issued and outstanding shares of capital stock of the
Company are duly authorized, validly issued, fully paid and non-assessable. The
shares of Common Stock to be issued pursuant to this Agreement, upon delivery to
Purchaser of certificates therefor against payment in accordance with the terms
of this Agreement, (i) will be validly issued, fully paid and non-assessable,
(ii) will be free and clear of all Liens, (iii) will not be subject to
preemptive rights or other similar rights of shareholders, and (iv) assuming
that the representations of Purchaser in Section 5 hereof are true and correct,
will be issued in compliance with all applicable federal and state securities
laws.

4.3 Authorization. The Company has all requisite corporate power and
authority to execute and deliver this Agreement and each agreement, document or
instrument adopted, entered into or delivered by it as contemplated herein,
including but not limited to the Development Agreement and the Registration
Rights Agreement (the "Transaction Documents") and to perform its obligations
hereunder and thereunder. The execution, delivery, and performance of the
Agreement and the transactions contemplated hereby have been duly authorized by
all necessary corporate action on the part of the Company. This Agreement and
each Transaction Document to which the Company is a party has been duly and
validly executed and delivered by the Company and constitutes the legal, valid,
and binding obligation of the Company, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).

4.4 Governmental Consents. To the Company's knowledge, the execution,
delivery and performance of this Agreement and each of the Transaction Documents
by the Company, and the consummation by the Company of the transactions
contemplated hereby and thereby will not (i) conflict with or result in a
violation of the Articles of Incorporation or Bylaws or (ii) conflict with, or
constitute a default (or an event which, with notice or lapse of time or both,
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of any agreement, indenture or
instrument to which the Company is a party, or result in a violation of any law,
rule, regulation, order, judgment or decree (including United States federal and
state securities laws and regulations) applicable to the Company or by which any
property or asset of the Company is bound or affected (except, with respect to
clause (ii), for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect). The Company is in compliance with
its Articles of Incorporation, Bylaws and other organizational documents and is
not in default (and no event has occurred which, with notice or lapse of time or
both, would put the Company in default) under, nor has there occurred any event
giving others (with notice or lapse of time or both) any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or
instrument to

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which the Company is a party, except for actual or possible violations, defaults
or rights as would not, individually or in the aggregate, have a Material
Adverse Effect. To the Company's knowledge, the business of the Company is not
being conducted in violation of any law, ordinance or regulation of any
governmental entity, except for actual or possible violations, if any, the
sanctions for which either singly or in the aggregate would not have a Material
Adverse Effect. As of the date of this Agreement, the Company is not in
violation of the listing requirements of the Nasdaq National Market ("NASDAQ")
and does not reasonably anticipate that the Common Stock will be delisted by
NASDAQ in the foreseeable future based on its rules (and interpretations
thereof) as currently in effect. No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any
federal, state, or local governmental authority on the part of the Company is
required in connection with the valid execution and delivery by the Company of
this Agreement and the Transaction Documents to which it is a party, or the
consummation by the Company of the transactions contemplated by this Agreement
and the Transaction Documents to which it is a party, except for (i) filings
pursuant to federal or state securities laws and (ii) the filing of registration
statements with the SEC and any applicable state securities commission.

4.5 Company SEC Reports and Financial Statements.

4.5.1 The Company has made available to Purchaser true and complete
copies of all periodic reports, statements and other documents that the Company
has filed with the SEC under the Exchange Act since August 30, 1996
(collectively, the "Company SEC Reports"), each in the form (including exhibits
and any amendments thereto) required to be filed with the SEC. As of their
respective dates, each of the Company's SEC Reports (i) complied in all respects
with all applicable requirements of the Exchange Act, and the rules and
regulations promulgated thereunder, respectively, (ii) were filed in a timely
manner, and (iii) did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.

4.5.2 The audited financial statements of the Company (including any
related notes and schedules thereto) included (or incorporated by reference) in
its Annual Report on Form 10-K for the fiscal year ended December 31, 1998, are
accurate and complete and fairly present, in conformity with generally accepted
accounting principles ("GAAP") applied on a consistent basis throughout the
period involved (except as may be noted therein), and in conformity with the
SEC's Regulation S-X, the financial position of the Company as of December 31,
1998, and the results of operations and changes in financial position for the
period then ended.

4.5.3 Except as and to the extent set forth (or incorporated by
reference) in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (the "Balance Sheet Date"), the Company has not incurred any
liability or obligation of any nature whatsoever (whether due or to become due,
accrued, fixed, contingent, liquidated, unliquidated

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or otherwise) that would be required by GAAP to be accrued on, reflected on, or
reserved against it on, a balance sheet (or in the applicable notes thereto) of
the Company prepared in accordance with GAAP consistently applied as of the date
thereof and for the period then ended.

4.6 Changes. Since the Balance Sheet Date, there has not been:

4.6.1 any change in the assets, liabilities, financial condition or
operating results of the Company, except changes in the ordinary course of
business;

4.6.2 any damage, destruction or loss to real or personal property,
whether or not covered by insurance;

4.6.3 any waiver by the Company of a legal or contractual valuable
right or of a debt owed to it outside of the ordinary course of business;

4.6.4 any satisfaction or discharge of any Lien or payment of any
obligation by the Company;

4.6.5 any change or amendment to a contract or arrangement by which
the Company or any of its respective assets or properties is bound or subject;

4.6.6 other than in the ordinary course of business, any material
increase in excess of $10,000 annually in any compensation arrangement or
agreement with any employee of the Company receiving compensation;

4.6.7 any events or circumstances that otherwise could reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect;
and

4.6.8 the Company has not (i) declared or paid any dividends, or
authorized or made any distribution upon or with respect to any class or series
of its capital stock or equity interests, (ii) incurred any indebtedness for
money borrowed other than capital leases in the ordinary course of business,
(iii) made any loans or advances to any Person, other than ordinary advances for
travel expenses not exceeding $5,000, or (iv) sold, exchanged or otherwise
disposed of any of its assets or rights for consideration in excess of $50,000
in any one transaction or series of related transactions.

4.7 Absence of Litigation. Except as disclosed in the Company SEC Reports,
there is no action, suit, proceeding, inquiry or investigation before or by any
court, public board, government agency, self-regulatory organization or body
pending or, to the Company's knowledge, threatened against or affecting the
Company, or any of its directors or officers in their capacities as such which
would have a Material Adverse Effect or which would adversely affect the
validity, enforceability of, or the authority or ability of the Company to
perform its obligations under this Agreement (including the issuance of the
Shares) or the Transaction Documents.

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4.8 Intellectual Property. To the Company's knowledge, the Company owns or
is licensed to use all patents, patent applications, trademarks, trademark
applications, trade names, service marks, copyrights, copyright applications,
licenses, permits, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures) and
other similar rights and proprietary knowledge (collectively, "Intangibles")
necessary for the conduct of its business as now being conducted. To the
Company's knowledge, the Company is not infringing or in conflict with any other
person with respect to any Intangibles which, individually or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would have a
Material Adverse Effect. The Company has complied, in all material respects,
with its contractual obligations relating to the protection of the Intangibles
used pursuant to licenses.

4.9 Foreign Corrupt Practices. Neither the Company, nor any director,
officer, agent, employee or other person acting on behalf of the Company has, in
the course of such person's actions for, or on behalf of, the Company, used any
corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expenses relating to political activity; made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from
corporate funds; violated or is in violation of any provision of the United
States Foreign Corrupt Practices Act of 1977; or made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.

4.10 Environment. Except as disclosed in the Company SEC Reports, to the
Company's knowledge (i) there is no environmental liability, nor factors likely
to give rise to any environmental liability, affecting any of the properties of
the Company that, individually or in the aggregate, would have a Material
Adverse Effect and (ii) the Company has not violated or infringed any
environmental law applicable to it now or previously in effect, other than such
violations or infringements that, individually or in the aggregate, have not had
and will not have a Material Adverse Effect.

4.11 Title. The Company has good title in fee simple to all real property
and good title to all personal property owned by it which is material to the
business of the Company, in each case free and clear of all liens, encumbrances
and defects except for such defects in title that, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.
Any real property and facilities held under lease by the Company are held by it
under valid, subsisting and enforceable leases with such exceptions which have
not had and will not have a Material Adverse Effect.

4.12 Insurance. The Company has its assets insured against loss or damage
as is appropriate to its business and assets, in such amounts and against such
risks as are customarily carried and insured against by owners of comparable
businesses and assets, and such insurance coverages will be continued in full
force and effect to and including the Closing Date other than those insurance
coverages in respect of which the failure to continue in full force and effect
could not reasonably be expected to have a Material Adverse Effect.

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4.13 Acknowledgment Regarding the Purchaser's Purchase of the Shares. The
Company acknowledges and agrees that the Purchaser is not acting as a financial
advisor or fiduciary of the Company (or in any similar capacity) with respect to
this Agreement or the transactions contemplated hereby, and the relationship
between the Company and the Purchaser is "arms length" and that any statement
made by the Purchaser or any of its representatives or agents in connection with
this Agreement and the transactions contemplated hereby is not advice or a
recommendation and is merely incidental to the Purchaser's purchase of Shares
and has not been relied upon by the Company, its officers or directors in any
way. The Company further represents to the Purchaser that the Company's decision
to enter into this Agreement has been based solely on an independent evaluation
by the Company and its representatives.

4.14 No General Solicitation. Neither the Company nor any person
participating on the Company's behalf in the transactions contemplated hereby
has conducted any "general solicitation," as such term is defined in Regulation
D, with respect to any of the Shares being offered hereby.

4.15 Private Offering. Neither the Company, nor any of its affiliates, nor
any person acting on its or their behalf, has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security
under circumstances that would require registration of the Shares being offered
hereby under the Securities Act.

4.16 Brokers. Except to Marion Bass Securities Corporation, the Company is
not obligated to pay a brokerage fee.

SECTION 5.

Representations and Warranties of the Purchaser

Purchaser hereby represents and warrants to and agrees with the Company
that, as of each of the date of this Agreement and the Closing Date, as follows:

5.1 Accredited Investor; Information; Legend.

5.1.1 Accredited Investor. Purchaser is an "accredited investor" as
that term is defined in Rule 501(a) of Regulation D. The Purchaser is not
registered as a broker or dealer under Section 15(a) of the Exchange Act, or a
member of the National Association of Securities Dealers.

5.1.2 Information. The Purchaser has been furnished all materials
relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Shares which have been requested by the
Purchaser. The Purchaser has been afforded the opportunity to ask questions of
the Company and has received what the Purchaser believes to be satisfactory
answers to any such inquiries.

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5.1.3 Purchase for Own Account. The Purchaser is purchasing the Shares
for the Purchaser's own account and not with a present view towards the
distribution thereof in violation of federal or state securities laws.

5.1.4 Legend. The certificates representing the Shares shall bear a
legend evidencing such restriction on transfer substantially in the following
form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE
ACT OR AN EXEMPTION THEREFROM."

5.2 Authorization; Enforcement. The Purchaser has the requisite power and
authority to enter into and perform its obligations under this Agreement and
each of the Transaction Documents. This Agreement and each Transaction Document
has been duly and validly authorized, executed and delivered on behalf of the
Purchaser and is a valid and binding agreement of the Purchaser enforceable
against the Purchaser in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other laws affecting creditors' rights and remedies generally and to general
principles of equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).

5.3 Governmental Consents. No consent, approval, order or authorization of,
or registration, qualification, designation, declaration or filing with, any
federal, state, or local governmental authority on the part of Purchaser is
required in connection with the valid execution and delivery by Purchaser of the
Transaction Documents to which Purchaser is a party, or the consummation by such
Purchaser of the transactions contemplated by the Transaction Documents to which
Purchaser is a party, except for such filings as have been made prior to the
Closing.

SECTION 6.

Disposition Restriction

6.1 Lock-up. Purchaser agrees not to make any disposition of all or any
portion of the Shares until January 6, 2000.

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SECTION 7.

Miscellaneous

7.1 Amendment; Waiver. Neither this Agreement nor any provision hereof may
be amended, modified, supplemented or waived, except by a written instrument
executed by the Company and the Purchaser.

7.2 Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if in writing and delivered in person,
transmitted by facsimile transmission (fax) or sent by registered or certified
mail (return receipt requested) or recognized overnight delivery service,
postage pre-paid, addressed as follows, or to such other address has such party
may notify to the other parties in writing:

7.2.1 if to the Company:

Microvision, Inc.
19910 North Creek Parkway
Bothell, WA 98011
Attn: Richard A. Raisig
Telephone No.: (425) 415-6847
Facsimile No.: (425) 481-1625

with a copy to:

Stoel Rives, LLP
600 University Street, Suite 3600
Seattle, Washington 98101
Attn: John J. Halle
Telephone No.: 206-386-7656
Facsimile No.: 206-386-7500

7.2.2 if to the Purchaser:

Cree Research, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
Attn: Adam Broome
Telephone No.: (919) 333-5339
Facsimile No.: (919) 313-5456

with a copy to:

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Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, L.L.P.
2500 First Union Capitol Center
Raleigh, North Carolina 27601
Attn: Gerald Roach
Telephone No.: (919) 821-1220
Facsimile No.: (919) 821-6800

A notice or communication will be effective (i) if delivered in person or by
overnight courier, on the business day it is delivered, (ii) if transmitted by
telecopier or E-mail, on the business day of actual confirmed receipt by the
addressee thereof, and (iii) if sent by registered or certified mail, three (3)
business days after dispatch.

7.3 Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.

7.4 Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors and permitted assigns of the parties hereto. No party hereto may
assign its rights or delegate its obligations under this Agreement without the
prior written consent of the other parties hereto.

7.5 Survival of Representations, Warranties and Covenants. All
representations and warranties made in, pursuant to or in connection with this
Agreement shall survive the execution and delivery of this Agreement and the
sale and purchase of the Shares and payment therefor for a period of two (2)
years and thereafter shall terminate, except that all representations and
warranties shall survive indefinitely with respect to claims based upon the
assertion that either the Company or Purchaser had actual knowledge that a
representation or warranty made by either of them was materially false when
made. The Company agrees to indemnify and hold harmless Purchaser and
Purchaser's officers, directors, employees, agents and affiliates for loss or
damage relating to the shares purchased hereunder arising as a result of or
related to any material breach by the Company of any of its representations set
forth herein, including advancement of expenses as they are incurred.

7.6 Entire Agreement. This Agreement and the other documents delivered
pursuant hereto constitute the full and entire understanding and agreement
between the parties with regard to the subject matter hereof and thereof and
supersede and cancel all prior representations, alleged warranties, statements,
negotiations, undertakings, letters, acceptances, understandings, contracts and
communications, whether verbal or written, among the parties hereto and thereto
or their respective agents with respect to or in connection with the subject
matter hereof.

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7.7 Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Washington, without regard to
principles of conflict of laws.

7.8 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, with the
same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.

7.9 Fees and Expenses. Each party shall bear its own fees and expenses in
connection with the negotiation and execution of this Agreement and the
Transaction Documents.

7.10 No Third-Party Beneficiaries. Nothing in this Agreement will confer
any third party beneficiary or other rights upon any Person or entity that is
not a party to this Agreement.

7.11 Press Releases. The Company and the Purchaser shall consult with each
other before issuing any press releases or making any public statement with
respect to the transactions contemplated by this Agreement and the Transaction
Documents and shall not issue any such press release or such public statement
prior to such consultation and without the approval of the other (which approval
shall not unreasonably be withheld), except as may be required by applicable law
or obligations pursuant to any listing agreement with any national securities
exchange.

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STOCK PURCHASE AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the Company and Purchaser have caused this Agreement to
be executed effective as of the date first above written.


MICROVISION, INC.


By:_____________________________________
Its:_______________________________


CREE RESEARCH, INC.


By:_____________________________________
Its:_______________________________




Exhibit A

Registration Rights Agreement