0001193125-05-135997 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 30th, 2005 • Kana Software Inc • Services-business services, nec • Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2005, by and among Kana Software, Inc., a Delaware corporation, with its headquarters located at 181 Constitution Drive, Menlo Park, California 94025 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

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Contract
Stock Purchase Warrant • June 30th, 2005 • Kana Software Inc • Services-business services, nec • Delaware

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THE COMMON STOCK AND WARRANT PURCHASE AGREEMENT DATED AS OF JUNE 25, 2005, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • June 30th, 2005 • Kana Software Inc • Services-business services, nec • Delaware

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT dated as of June 25, 2005 (this “Agreement”), by and among Kana Software, Inc., a Delaware corporation, with headquarters located at 181 Constitution Drive, Menlo Park, California 94025 (the “Company”), and each of the Buyers set forth on the signature pages hereto (the “Buyers”);

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