0000931059-05-000046 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • July 11th, 2005 • Tegal Corp /De/ • Special industry machinery, nec • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 6th day of July, 2005 by and among Tegal Corporation, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 11th, 2005 • Tegal Corp /De/ • Special industry machinery, nec • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this ____ day of July, 2005 by and among Tegal Corporation, 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”).