0000950117-05-000994 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 16th, 2005 • Viewpoint Corp • Services-prepackaged software • New York

REGISTRATION RIGHTS AGREEMENT, dated as of January , 2005 (the “Agreement”) by and between Viewpoint Corporation, a Delaware corporation (the “Company”), and on the one hand, and The MacManus Group, Inc., Kenneth Fadner, James Lash and Grace Internet Capital LLC (each a “Holder”, and collectively, the “Holders”) on the other.

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OVERTURE MASTER AGREEMENT
Overture Master Agreement • March 16th, 2005 • Viewpoint Corp • Services-prepackaged software • California
STOCK PURCHASE AGREEMENT dated as of December 1, 2004 by and between VIEWPOINT CORPORATION and THE STOCKHOLDERS LISTED ON THE SCHEDULE OF SELLING STOCKHOLDERS ATTACHED HERETO with respect to all outstanding capital stock of UNICAST COMMUNICATIONS CORP.
Stock Purchase Agreement • March 16th, 2005 • Viewpoint Corp • Services-prepackaged software • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of December 1, 2004 (the “Execution Date”) is made and entered into by and between Viewpoint Corporation, a Delaware corporation (“Purchaser”) on the one hand, and The MacManus Group, Inc. (“MacManus”), Kenneth Fadner (“Fadner”), James Lash (“Lash”), and Grace Internet Capital, LLC (“Grace”; each of Grace, Lash, MacManus, and Fadner a “Seller”, and collectively, the “Sellers”) on the other. Capitalized terms not otherwise defined herein have the meanings set forth in Section 13.01.

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