0000922423-08-000016 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 7th, 2008 • Bluephoenix Solutions LTD • Services-computer programming services • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of November 21, 2007, by and among BluePhoenix Solutions Ltd., an Israeli company (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").

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SECURITIES PURCHASE AGREEMENT Dated as of November 19, 2007 by and among BLUEPHOENIX SOLUTIONS LTD. and THE PURCHASERS LISTED ON EXHIBIT A
Securities Purchase Agreement • January 7th, 2008 • Bluephoenix Solutions LTD • Services-computer programming services • New York

This SECURITIES PURCHASE AGREEMENT dated as of November 19, 2007 (this “Agreement”) by and among BluePhoenix Solutions Ltd., an Israeli company (the “Company”), and each of the purchasers whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

Contract
Bluephoenix Solutions LTD • January 7th, 2008 • Services-computer programming services • New York

THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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