0001193125-03-073081 Sample Contracts

4,080,000 Shares1 KANA Software, Inc. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • November 5th, 2003 • Kana Software Inc • Services-business services, nec • New York

KANA Software, Inc., a Delaware corporation (the “Company”), proposes to sell to RBC Dain Rauscher Inc. (the “Underwriter”) an aggregate of 4,080,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The Company also proposes to sell at the Underwriter’s option an aggregate of up to 612,000 additional shares (the “Option Shares”) of Common Stock as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.”

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