0001299933-05-000452 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 1st, 2005 • Teraforce Technology Corp • Communications equipment, nec • Texas

This Registration Rights Agreement (the “Agreement”) is dated as of January 28, 2005 and is by and between TeraForce Technology Corporation, a Delaware corporation (the “Company”) and [INVESTOR, a resident of Texas, (the “Investor”).

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LOAN AGREEMENT
Loan Agreement • February 1st, 2005 • Teraforce Technology Corp • Communications equipment, nec • Texas

THIS LOAN AGREEMENT (as it may be amended or modified from time to time, together with all exhibits and schedules attached hereto from time to time, this “Agreement”) is entered into as of the 26th day of January, 2005 (the “Effective Date”) by and between DNA COMPUTING SOLUTIONS, INC., a Delaware corporation, (“Borrower”), Borrower’s address for purposes of this Agreement being 1240 East Campbell Road, Richardson, Texas 75081, and, FIRSTCAPITAL BANK, SSB, 5633 Westheimer, Suite 100, Houston, Texas 77056, (together with its successors and assigns, “Lender”). Borrower has applied to Lender for a commercial loan and other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Such loan and financial accommodations are referred to collectively in this Agreement as the “Loan”. Borrower understands and agrees that: (a) in granting, renewing, or extending the Loan, Lender is relying upon Borrower’s representations, warranties,

REIMBURSEMENT AGREEMENT
Reimbursement Agreement • February 1st, 2005 • Teraforce Technology Corp • Communications equipment, nec • Texas

This REIMBURSEMENT AGREEMENT dated as of January 26, 2005, (the “Agreement), is made by and between TERAFORCE TECHNOLOGY CORPORATION, a Delaware corporation ( “TERA”), DNA COMPUTING SOLUTIONS, INC, a Delaware corporation and a wholly-owned subsidiary of TERA (“DNA-CS”) (TERA and DNA-CS collectively referred to as the Companies) and Richard E. Bean, an individual residing in Texas, Robert E. Garrison II, an individual residing in Texas, Steven A. Webster, an individual residing in Texas, James Hawkins, an individual residing in Texas, Peter Badger, an individual residing in Texas, Donald Campbell, an individual residing in Texas, and John Styles, an individual residing in Texas ( each individual a “Guarantor” and collectively the “Guarantors”) (the TERA, DNA-CS and Guarantors collectively referred to as the “Parties”)

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