0001259943-05-000024 Sample Contracts

Contract
Sys • June 3rd, 2005 • Services-prepackaged software

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY AN OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 3rd, 2005 • Sys • Services-prepackaged software • California

This Securities Purchase Agreement (this "Agreement") is dated as of May 27, 2005, among SYS, a California corporation (the "Company"), and the investors identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 3rd, 2005 • Sys • Services-prepackaged software • California

This Registration Rights Agreement (this "Agreement") is made and entered into as of May 27, 2005, by and among SYS, a California corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").

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