0001032210-03-000080 Sample Contracts

OFFICE BUILDING LEASE One Twelfth @ Twelfth Bellevue, Washington Basic Lease Information Sheet
Office Building Lease • January 14th, 2003 • Onyx Software Corp/Wa • Services-prepackaged software • Washington

This Office Building Lease (the “Lease”) is made and entered into as of the date specified in Item 1 of the Basic Lease Information Sheet attached hereto and incorporated herein by this reference, by and between BELLEVUE HINES DEVELOPMENT, L.L.C., a Delaware limited liability company (“Landlord”), and ONYX SOFTWARE CORPORATION, a Washington corporation (“Tenant”).

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ONYX SOFTWARE CORPORATION FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • January 14th, 2003 • Onyx Software Corp/Wa • Services-prepackaged software • Washington

This Registration Rights Agreement (this “Agreement”) is made as of the day of January, 2003, by and between Onyx Software Corporation, a Washington corporation (“Onyx”), and Bellevue Hines Development, LLC, a Delaware limited liability company (the “Holder”), the holder of warrants (the “Warrants”) to purchase up to an aggregate of 795,000 shares (the “Underlying Shares”) of common stock, $.01 par value per share, of Onyx (the “Onyx Common Stock”).

THIRD AMENDMENT TO LEASE
Lease • January 14th, 2003 • Onyx Software Corp/Wa • Services-prepackaged software

This THIRD AMENDMENT TO LEASE (the “Third Amendment”) is made and entered into as of the 20th day of December, 2002, by and between BELLEVUE HINES DEVELOPMENT, L.L.C., a Delaware limited liability company (“Landlord”), and ONYX SOFTWARE CORPORATION, a Washington corporation (“Tenant”) with reference to that certain Lease (as defined below) covering certain premises located in the One Twelfth @ Twelfth project in Bellevue, Washington.

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