REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and entered into as of June 9, 2003, by and
between Cycle Country Accessories Corp., a Nevada corporation (the "Company"), and Laurus Master Fund,
Ltd., a Cayman Islands company (the "Purchaser"). This Agreement is made pursuant to the Securities Purchase
Agreement, dated as of the date hereof, by and among the Purchaser, the Company and Cycle Country
Accessories Corp. subsidiary ("Subsidiary") (the "Purchase Agreement"), and pursuant to the Preferred Stock
The Company and the Purchaser hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase
Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the
following terms shall have the following meanings:
"Effectiveness Date" means the 120th day following the Closing Date.
"Effectiveness Period" shall have the meaning set forth in
"Filing Date" means, with respect to the Registration Statement required to be filed hereunder, the 90th day
following the Closing Date.
"Holder" or "Holders" means the Purchaser or any of its affiliates or transferees to the extent any of them hold
"Indemnified Party" shall have the meaning set forth in
"Indemnifying Party" shall have the meaning set forth in
"Losses" shall have the meaning set forth in Section 5(a).
"Preferred Stock" means preferred stock of the Subsidiary issued on the date hereof.
"Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or threatened.
"Prospectus" means the prospectus included in a Registration Statement (including, without limitation, a
prospectus that includes any information previously omitted from a prospectus filed as part of an effective