0001193125-05-247548 Sample Contracts

SONIC FOUNDRY, INC. WARRANT
Warrant Agreement • December 22nd, 2005 • Sonic Foundry Inc • Radio & tv broadcasting & communications equipment • New York

Sonic Foundry, Inc., a Maryland corporation (the “Company”), hereby certifies that, in exchange for services to be provided, __________________ (“Holder”) is entitled, subject to the terms set forth below, to purchase from the Company up to a total of __________ shares of common stock, $.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to ___________ per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including ___________________ (the “Expiration Date”), and subject to the following terms and conditions:

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SONIC FOUNDRY, INC. WARRANT
Warrant Agreement • December 22nd, 2005 • Sonic Foundry Inc • Radio & tv broadcasting & communications equipment

Sonic Foundry, Inc., a Maryland corporation (the “Company”), hereby certifies that, for value received, , or its registered assigns (“Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of .2 shares for each share of common stock purchased, $.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to [150% of the price paid for each share of common stock purchased] (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the date Five years following the date above (the “Expiration Date”), and subject to the following terms and conditions:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 22nd, 2005 • Sonic Foundry Inc • Radio & tv broadcasting & communications equipment • Maryland

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2005 by and among SONIC FOUNDRY, INC., a Maryland corporation (the “Corporation”), and the persons and the entities listed below (each, an “Investor” and collectively, the “Investors”). The Corporation and the Investors are sometimes referred to herein collectively as the “Parties” or each individually as a “Party.”

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