0001021435-11-000022 Sample Contracts

GRAPHON CORPORATION SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement • September 8th, 2011 • Graphon Corp/De • Services-prepackaged software • New York

• Contract Type
  Securities Purchase Agreement
• Filed
  September 8th, 2011
• Company
  Graphon Corp/De
• Industry
  Services-prepackaged software
• Jurisdiction
  New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 1, 2011, is made and entered into by and between GraphOn Corporation, a Delaware corporation with its principal executive offices located at 5400 Soquel Avenue, Suite A-2, Santa Cruz, California 95062 (the “Company”), and each of the purchasers listed on Schedule A hereto (the “Purchasers”).

FORM OF REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • September 8th, 2011 • Graphon Corp/De • Services-prepackaged software • New York

• Contract Type
  Registration Rights Agreement
• Filed
  September 8th, 2011
• Company
  Graphon Corp/De
• Industry
  Services-prepackaged software
• Jurisdiction
  New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 1st day of September, 2011 by and among GraphOn Corporation, a Delaware corporation (the “Company”), and the “Purchasers” named in that certain Purchase Agreement by and among the Company and the Purchasers (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.