0000950117-05-002962 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 28th, 2005 • Viewpoint Corp • Services-prepackaged software • New York

REGISTRATION RIGHTS AGREEMENT, dated as of July 27, 2005 (the “Agreement”) by and between Viewpoint Corporation, a Delaware corporation (the “Company”), and Federal Partners, L.P., a Delaware limited partnership (the “Purchaser”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 28th, 2005 • Viewpoint Corp • Services-prepackaged software • New York

STOCK PURCHASE AGREEMENT, dated as of July 27, 2005, between Viewpoint Corporation, a Delaware corporation (the “COMPANY”), and Federal Partners, L.P., a Delaware limited partnership (the “PURCHASER”).

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