0001289871-05-000035 Sample Contracts

FORM OF WARRANT
HyperSpace Communications, Inc. • December 12th, 2005 • Services-prepackaged software • Colorado

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 12th, 2005 • HyperSpace Communications, Inc. • Services-prepackaged software • Colorado

THIS REGISTRATION RIGHTS AGREEMENT is entered into as of July 25, 2005 by and among HyperSpace Communications, Inc., a Colorado corporation (the “Company”), the Gores Shareholders (as defined below), the Existing Shareholders (as defined below) and the other holders of Company securities parties hereto (together with the Gores Shareholders and the Existing Shareholders, the “Holders”).

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 12th, 2005 • HyperSpace Communications, Inc. • Services-prepackaged software • Colorado

This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, is entered into effective as of December 6, 2005 (this "Amendment"), by and among HyperSpace Communcations, Inc., a Colorado corporation (the "Company"), GTG PC Investments, LLC, a Delaware limited liability company ("GTG") and MIC Holding Company, LLC, a Delaware limited liability company ("MIC" and, together with GTG, the "Holders").

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