COMMON STOCK AND WARRANT
THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT (this “ Agreement ”),
dated March 29, 2002, is entered into by and among FIBERSTARS, INC., a California corporation (the “
Company ”), and each Investor identified at Schedule 1 hereto (each an “ Investor ,” and collectively, the “
WHEREAS, the Company, upon the terms and conditions set forth in this Agreement, proposes to issue
and sell to each Investor (i) such number of shares of Company common stock, no par value (the “ Common
Stock ”), set forth opposite the name of such Investor on the attached Schedule 1, for the aggregate purchase
price set forth opposite the name of the Investor on Schedule 1, and (ii) a warrant to purchase, subject to the
terms and conditions herein, up to the aggregate number of shares Common Stock set forth opposite such
Investor’s name on the attached Schedule 2 at the per share exercise price set forth opposite the name of each
Investor on Schedule 2.
NOW, THEREFORE, in consideration of the mutual covenants and agreements as set forth herein and
for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Definitions . For purposes of this Agreement, capitalized terms not otherwise defined in this
Agreement shall have the following meanings:
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any similar successor
federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.
“ Lien ” means, with respect to any asset, any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind in respect of such asset.
“ Material Adverse Effect ” means any change, violation, inaccuracy, circumstance or effect that is
materially adverse to the business, properties, assets (including intangible assets), liabilities,