0001193125-05-234713 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 1st, 2005 • Microvision Inc • Electronic components, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2005, by and among Microvision, Inc., a Delaware corporation, with headquarters located at 19910 North Creek Parkway, Bothell, WA 98011 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 1st, 2005 • Microvision Inc • Electronic components, nec • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 30, 2005 by and among Microvision, Inc., a Delaware corporation, with headquarters located at 19910 North Creek Parkway, Bothell, Washington 98011 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • December 1st, 2005 • Microvision Inc • Electronic components, nec • New York

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of , 2005 (this “Agreement”), made by the MICROVISION, INC. (the “Pledgor”), in favor of (the “Lender”).

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