0001178913-04-001270 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 20th, 2004 • Robogroup Tek LTD • Miscellaneous electrical machinery, equipment & supplies • Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 22, 2004 by and between ROBOGROUP T.E.K. LTD., a Israel corporation, with its principal office located at 13 Hamelacha Street Afek Industrial Park Rosh Ha’Ayin Israel (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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ROBO GROUP LTD. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • September 20th, 2004 • Robogroup Tek LTD • Miscellaneous electrical machinery, equipment & supplies • Delaware

The undersigned, Robogroup T.E.K Ltd., a Israel corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) and Cornell Capital Partners, LP, a Delaware Limited Partnership (the “Investor”), as follows:

STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • September 20th, 2004 • Robogroup Tek LTD • Miscellaneous electrical machinery, equipment & supplies • Delaware

THIS AGREEMENT dated as of the 22nd day of June 2004 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and ROBOGROUP T.E.K LTD., a corporation organized and existing under the laws of the State of Israel (the “Company”).

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