Common Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • July 8th, 2013 • Graphon Corp/De • Services-prepackaged software • New York

• Contract Type
  Registration Rights Agreement
• Filed
  July 8th, 2013
• Company
  Graphon Corp/De
• Industry
  Services-prepackaged software
• Jurisdiction
  New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 14th day of June, 2013 by and among GraphOn Corporation, a Delaware corporation (the “Company”), and initial holders of the New Warrants (as defined below) (the “Purchasers”). The Purchasers listed on the signature pages hereto acquired their New Warrants on the date hereof pursuant to that certain Exercise Agreement by and among the Company and the Purchasers named therein (the “Exercise Agreement”). The remaining Purchasers will acquire New Warrants pursuant to the Tender Offer contemplated by the Exercise Agreement and will become parties to this Agreement upon the execution and delivery of the Joinder Agreement attached as Exhibit A hereto. Certain capitalized terms used herein have the respective meanings ascribed thereto in the Exercise Agreement.

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • June 24th, 2013 • Graphon Corp/De • Services-prepackaged software • New York

• Contract Type
  Registration Rights Agreement
• Filed
  June 24th, 2013
• Company
  Graphon Corp/De
• Industry
  Services-prepackaged software
• Jurisdiction
  New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 14th day of June, 2013 by and among GraphOn Corporation, a Delaware corporation (the “Company”), and initial holders of the New Warrants (as defined below) (the “Purchasers”). The Purchasers listed on the signature pages hereto acquired their New Warrants on the date hereof pursuant to that certain Exercise Agreement by and among the Company and the Purchasers named therein (the “Exercise Agreement”). The remaining Purchasers will acquire New Warrants pursuant to the Tender Offer contemplated by the Exercise Agreement and will become parties to this Agreement upon the execution and delivery of the Joinder Agreement attached as Exhibit A hereto. Certain capitalized terms used herein have the respective meanings ascribed thereto in the Exercise Agreement.