0000912057-01-544143 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • December 20th, 2001 • Seebeyond Technology Corp • Services-prepackaged software • New York

This PURCHASE AGREEMENT (this "Agreement"), dated as of December 19, 2001, is entered into by and between SeeBeyond Technology Corporation, a Delaware corporation, (the "Company"), and Acqua Wellington Private Placement Fund, Ltd., a company organized under the laws of the Commonwealth of the Bahamas (the "Purchaser"), for the purchase and sale of shares of the common stock, par value $.0001 per share (the "Common Stock"), of the Company by the Purchaser, in the manner, and upon the terms, provisions and conditions set forth in this Agreement.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2001 • Seebeyond Technology Corp • Services-prepackaged software • New York

This Registration Rights Agreement is made and entered into as of December 19, 2001 (this "Agreement"), by and between SeeBeyond Technology Corporation, a Delaware corporation (the "Company"), and Acqua Wellington Private Placement Fund, Ltd., company organized under the laws of the Commonwealth of the Bahamas (the "Purchaser").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2001 • Seebeyond Technology Corp • Services-prepackaged software • New York

This Registration Rights Agreement is made and entered into as of December 19, 2001 (this "Agreement"), by and between SeeBeyond Technology Corporation, a Delaware corporation (the "Company"), and Acqua Wellington Opportunity I Limited, company organized under the laws of the Commonwealth of the Bahamas (the "Purchaser").

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