0001193125-05-035249 Sample Contracts

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 23rd, 2005 • Axeda Systems Inc • Services-prepackaged software • New York

THIS AMENDMENT NO. 1 to Registration Rights Agreement (the “Amendment”) is entered into effective as of the 16th day of February, 2005, by and between Axeda Systems Inc., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”).

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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 23rd, 2005 • Axeda Systems Inc • Services-prepackaged software • New York

THIS AMENDMENT NO. 1 to Securities Purchase Agreement (the “Amendment”) is entered into effective as of the 16th day of February, 2005, by and between Axeda Systems Inc., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”).

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 23rd, 2005 • Axeda Systems Inc • Services-prepackaged software • New York

THIS AMENDMENT NO. 1 to Registration Rights Agreement (the “Amendment”) is entered into effective as of the 16th day of February, 2005, by and among Axeda Systems Inc., a Delaware corporation (the “Company”), and the parties listed on the signature pages hereto (collectively, the “Investors”).

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