0000912057-02-022609 Sample Contracts

AMENDED AND RESTATED REGISTRATION, STOCKHOLDERS' AND JOINDER AGREEMENT
Agreement • May 31st, 2002 • Collegis Inc • Services-computer processing & data preparation • Delaware

THIS AMENDED AND RESTATED REGISTRATION, STOCKHOLDERS' AND JOINDER AGREEMENT (this "Agreement"), dated as of August 31, 2001, is by and among CollegisEduprise, Inc., a Delaware corporation (successor by merger to Technology Specialists, Inc., a Pennsylvania corporation, and f/k/a COLLEGIS, Inc.) (the "Corporation"), the existing parties to the Original Registration Agreement (as defined below) signatories hereto (collectively, the "Investors"), and the other stockholders of the Corporation identified on the signature pages hereto as "Former Eduprise Investors" (collectively, the "Former Eduprise Investors") who, by execution of this Agreement, are consenting to be joined to and bound by the Original Registration Agreement, as amended and restated hereby.

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STOCK OPTION AGREEMENT
Stock Option Agreement • May 31st, 2002 • Collegis Inc • Services-computer processing & data preparation • Delaware

THIS STOCK OPTION AGREEMENT (this "Agreement"), is made and entered into as of this day of , , by and between COLLEGIS, Inc., a Delaware corporation (the "Company"), and (the "Holder").

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