0001104659-04-021522 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • July 29th, 2004 • Neon Systems Inc • Services-prepackaged software • Delaware

• Contract Type
  Registration Rights Agreement
• Filed
  July 29th, 2004
• Company
  Neon Systems Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of this day of , 2004, by and among NEON Systems, Inc., a Delaware corporation (the “Company”) and the Shareholders (as defined below).

NEON SYSTEMS, INC. as NEON and NEON SYSTEMS QUÉBEC INC. as SUBCO 1 and NEON SYSTEMS CANADA INC. as MERGER SUB and INNERACCESS TECHNOLOGIES INC. as INNERACCESS and

Combination Agreement • July 29th, 2004 • Neon Systems Inc • Services-prepackaged software • Ontario

• Contract Type
  Combination Agreement
• Filed
  July 29th, 2004
• Company
  Neon Systems Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  Ontario

Combination Agreement dated May 28, 2004 (the “Agreement”), among Neon Systems, Inc., a Delaware corporation (“Neon”), NEON Systems Québec Inc., a newly formed Québec corporation (“Subco 1”), Neon Systems Canada Inc., a newly formed Québec corporation (“Merger Sub”), InnerAccess Technologies Inc., a corporation incorporated under the laws of the Province of Québec (“InnerAccess”), Gestions René Cauchon Inc., 9141-9531 Québec Inc. and 9095-7747 Québec Inc., all corporations organized under the laws of the Province of Québec (collectively, the “Merging Shareholders”) and René Cauchon, Robert Dinan, Jean-Daniel Bégin and Guy Fortin, the principal shareholders of InnerAccess through their ownership of the shares of the Merging Shareholders (collectively, the “Principals”).