0001193125-04-088888 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • May 14th, 2004 • Cogent, Inc. • Delaware

This Indemnity Agreement, dated as of May , 2004, is made by and between Cogent, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2004 • Cogent, Inc. • California

This Employment Agreement (“Agreement”) is entered into as of this 9th day of May, 2002 by and between Cogent Systems, Inc. a California corporation (“Company”) and Mr. James J. Jasinski (“Employee”).

TAX MATTERS AGREEMENT
Tax Matters Agreement • May 14th, 2004 • Cogent, Inc. • California

This Tax Matters Agreement (“Agreement”) is made and entered into effective as of May 12, 2004 (“Effective Date”), by and among Cogent, Inc., a Delaware corporation, formerly Cogent Systems, Incorporated, a California corporation (the “Company”), Ming Hsieh, Fang Liu Hsieh, Trustee of the Fang Liu Hsieh Annuity Trust No. 1 dated May 12, 2004, and Ming Hsieh, Trustee of the Ming Hsieh Annuity Trust No. 1 dated May 12, 2004 (collectively, the “Stockholders”). The Company and the Stockholders are hereinafter referred to individually as a “party” and collectively as the “parties.”

EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2004 • Cogent, Inc. • California

This Employment Agreement is made as of January 5, 2004, between Cogent Systems, Inc., a California corporation (the “Employer”), and Paul Kim (the “Employee”).

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