0001299933-05-000244 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 18th, 2005 • Xenonics Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • California

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 17, 2005, by and among Xenonics Holdings, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).

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SELLING STOCKHOLDER AND SECURITIES PURCHASE AGREEMENT
Selling Stockholder and Securities Purchase Agreement • January 18th, 2005 • Xenonics Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • California

This Selling Stockholder and Securities Purchase Agreement (this “Agreement") is dated as of January 17, 2005, by and among Xenonics Holdings, Inc., a Nevada corporation (the “Company"), the selling stockholders identified on the signature pages hereto (each, a “Selling Stockholder” and collectively, the “Selling Stockholders"), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors").

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