0001056358-10-000105 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 21st, 2010 • Mannatech Inc • Medicinal chemicals & botanical products • Texas

Registration Rights Agreement (the “Agreement”), dated as of September 16, 2010, by and between Mannatech, Incorporated, a corporation organized under the laws of Texas, USA with its principal executive office at 600 S. Royal Lane, Suite 200, Coppell, TX 75019 (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • September 21st, 2010 • Mannatech Inc • Medicinal chemicals & botanical products • Texas

Pursuant to the Put given by Mannatech, Incorporated to Dutchess Opportunity Fund, II, LP on 200_, we are now submitting the amount of common shares for you to issue to Dutchess.

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