0001036050-01-000614 Sample Contracts

Warrant Agreement
Warrant Agreement • April 9th, 2001 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Delaware
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JOINT FILING AGREEMENT
Joint Filing Agreement • April 9th, 2001 • SCP Private Equity Partners Ii Lp • Services-prepackaged software

The undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the securities of USDATA Corporation, and further agree that this Agreement shall be included as an Exhibit to such filings.

EXHIBIT 2 USDATA CORPORATION SERIES C PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • April 9th, 2001 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Delaware
AGREEMENT ---------
Investors' Rights Agreement • April 9th, 2001 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Delaware
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