0000912057-02-034665 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 5th, 2002 • Odetics Inc • Radio & tv broadcasting & communications equipment • New York

This Registration Rights Agreement (the "Agreement") is made and entered into as of this 16th day of August, 2002 by and among Odetics, Inc., a Delaware corporation (the "Company"), and the "Purchasers" named in that certain Subscription Agreement by and among the Company and the Purchasers (the "Purchase Agreement").

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Warrant Agreement • September 5th, 2002 • Odetics Inc • Radio & tv broadcasting & communications equipment • New York

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.

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Warrant Agreement • September 5th, 2002 • Odetics Inc • Radio & tv broadcasting & communications equipment • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 5th, 2002 • Odetics Inc • Radio & tv broadcasting & communications equipment • New York

Odetics, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement with you (the "Purchasers"), as set forth below.

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