0001167966-03-000428 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • October 31st, 2003 • Nano Proprietary Inc • Communications equipment, nec • Texas

This REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of October __, 2003 by and among Nano-Proprietary, Inc., a Texas corporation (the “Company”), and the persons listed as the Investors on the signature pages hereto (the “Investors”), and each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 11 hereof (collectively, the “Permitted Transferees” and each individually a “Permitted Transferee”).

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FORM OF SECURITIES PURCHASE AGREEMENT
Form of Securities Purchase Agreement • October 31st, 2003 • Nano Proprietary Inc • Communications equipment, nec • Texas

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October __, 2003 by and among NANO-PROPRIETARY, INC., a Texas corporation with its principal office at 3006 Longhorn Boulevard, Suite 107, Austin, Texas 78758 (the “Company”), and the persons listed as the Purchasers on the signature pages hereto (the “Purchasers”).

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