0001167966-02-000071 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 31st, 2002 • Summus Inc Usa • Services-business services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 19, 2002 between Talisman Management Limited (“Purchaser”) and Summus, Inc. (USA) (the “Company”).

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • July 31st, 2002 • Summus Inc Usa • Services-business services, nec • New York

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 19, 2002 by and between Summus, Inc. (USA), a Florida corporation (the “Company”) and Talisman Management Limited (the “Purchaser”).

STOCK PURCHASE WARRANT To Purchase 500,000 Shares of Common Stock of SUMMUS, INC. (USA)
Stock Purchase Warrant • July 31st, 2002 • Summus Inc Usa • Services-business services, nec

THIS CERTIFIES that, for value received, ___________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 18 , 2002 (the “Issuance Date”) and on or prior to the close of business on July 18, 2006 (the “Termination Date”) but not thereafter, subject to Section 3(e), to subscribe for and purchase from Summus, Inc. (USA), a corporation incorporated in the State of Florida (the “Company”), up to 500,000 shares (the “Warrant Shares”) of Common Stock, $0.001 par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $____. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Common Stock Purchase Agreement dated as of July 19, 2002 pursu

ADDENDUM A TO AGREEMENT FOR TRANSFER OF ALL RIGHTS AND RESERVATION OF LICENSES IN SOFTWARE
Agreement for Transfer of All Rights and Reservation of Licenses in Software • July 31st, 2002 • Summus Inc Usa • Services-business services, nec

This Addendum A amends the Agreement For Transfer of all Rights and Reservation of Licenses in Software, dated as of September 4, 2000, by and among PLUSSTATION LLC, a Massachusetts limited liability company, NIKSA RADOVIC and JASON CLEMENT, each an individual and together constituting all of the members and managers of PlusStation, and Summus, Inc. (USA), the successor in interest to Summus, Ltd.

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