0001437749-13-006992 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 4th, 2013 • Selectica Inc • Services-prepackaged software • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 31st day of May, 2013 by and among Selectica, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

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PURCHASE AGREEMENT
Purchase Agreement • June 4th, 2013 • Selectica Inc • Services-prepackaged software • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 31st day of May, 2013 by and among Selectica, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 4th, 2013 • Selectica Inc • Services-prepackaged software • New York

THIS SUBSCRIPTION AGREEMENT (“Agreement”) is made as of the 31st day of May, 2013 by and among Selectica, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

VOTING AGREEMENT
Voting Agreement • June 4th, 2013 • Selectica Inc • Services-prepackaged software • New York

VOTING AGREEMENT, dated as of May 31, 2013 (the “Agreement”), among Selectica, Inc., a Delaware corporation (the “Company”), __________________ (together with any transferees who become parties hereto pursuant to Section 1.2, the “Stockholder”) and the investors listed on the signature pages hereto (the “Investors”).

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