0000722056-01-500031 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 10th, 2001 • Rational Software Corp • Services-prepackaged software • Delaware

This Registration Rights Agreement (this "Agreement") is made and entered into as of March 27, 2001, by and among Rational Software Corporation, a Delaware corporation ("Parent") and the undersigned shareholders (the "Company Shareholders") of Attol Testware, a French societe anonyme (the "Company"), pursuant to that certain Share Purchase Agreement (the "Purchase Agreement") dated as of March 27, 2001, by and among Parent, Rational Software S.A.R.L., a French limited liability company ("Rational France"), and the shareholders of the Company.

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