0001104659-04-009676 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 8th, 2004 • Omtool LTD • Services-prepackaged software • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 30, 2004, by and among Omtool, Ltd., a Delaware corporation (the “Company”), the purchasers who are signatories hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”), and Broadband Capital Management, LLC (the “Holder Agent”).

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Contract
Common Stock Purchase Warrant • April 8th, 2004 • Omtool LTD • Services-prepackaged software • Delaware

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

Contract
Stock Purchase Agreement • April 8th, 2004 • Omtool LTD • Services-prepackaged software • New York

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 29th day of March, 2004, by and between Omtool, Ltd., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (each an “Investor” and collectively, the “Investors”).

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