0001193125-11-055983 Sample Contracts

EXPLANATORY NOTE TO THIS EXHIBIT

Stock Purchase Agreement • March 4th, 2011 • Orange 21 Inc. • Ophthalmic goods • California

• Contract Type
  Stock Purchase Agreement
• Filed
  March 4th, 2011
• Company
  Orange 21 Inc.
• Industry
  Ophthalmic goods
• Jurisdiction
  California

This Stock Purchase Agreement (this “Agreement”) is effective as of February 28, 2011 (the “Effective Date”), by and between Orange 21 Inc., a Delaware corporation (the “Company”), and Harlingwood (Alpha), LLC, a Delaware limited liability company (including its successors and assigns, “Investor”).

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • March 4th, 2011 • Orange 21 Inc. • Ophthalmic goods • California

• Contract Type
  Registration Rights Agreement
• Filed
  March 4th, 2011
• Company
  Orange 21 Inc.
• Industry
  Ophthalmic goods
• Jurisdiction
  California

This Registration Rights Agreement (this “Agreement”) is effective as of February 28, 2011 by and between Orange 21 Inc., a Delaware corporation (the “Company”), and Harlingwood (Alpha), LLC, a Delaware limited liability company (“Investor”).