0001299933-07-005145 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 29th, 2007 • Meade Instruments Corp • Optical instruments & lenses • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 24th day of August, 2007 by and among Meade Instruments Corp., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

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PURCHASE AGREEMENT
Purchase Agreement • August 29th, 2007 • Meade Instruments Corp • Optical instruments & lenses • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 24th day of August, 2007 by and among Meade Instruments Corp., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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