0001019687-05-001991 Sample Contracts

AMERICAN TECHNOLOGY CORPORATION WARRANT-B
Securities Agreement • July 19th, 2005 • American Technology Corp /De/ • Household audio & video equipment

American Technology Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, [ ] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ]1 shares of common stock, par value $.00001 per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $7.23 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the Effective Date and through and including the 6 month anniversary of the Effective Date (the “Expiration Date”), and subject to the following terms and conditions:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 19th, 2005 • American Technology Corp /De/ • Household audio & video equipment • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 14, 2005, by and among American Technology Corporation, a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 19th, 2005 • American Technology Corp /De/ • Household audio & video equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 14, 2005, among American Technology Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

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