0000912057-02-013081 Sample Contracts

SETTLEMENT AND PURCHASE AGREEMENT
Settlement and Purchase Agreement • April 1st, 2002 • Divine Inc • Services-business services, nec • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of , 2001, by and among divine, inc., a Delaware corporation (the "Corporation"), and Microsoft Corporation, a Washington corporation (the "Purchaser").

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AMENDMENT NO. 1 TO SETTLEMENT AND PURCHASE AGREEMENT
Settlement and Purchase Agreement • April 1st, 2002 • Divine Inc • Services-business services, nec

THIS AMENDMENT NO. 1 TO SETTLEMENT AND PURCHASE AGREEMENT (this "Amendment"), is entered into as of October 2, 2001, by and among Microsoft Corporation, a Washington corporation ("Microsoft"), MS Channel Initiatives Corp., a Nevada corporation and a wholly owned subsidiary of Microsoft ("MSCI"), divine, inc., a Delaware corporation ("divine"), and divine/Whittman-Hart, inc., an Illinois corporation and a wholly owned subsidiary of divine ("DWH").

November 13, 2001 Jude Sullivan, General Counsel divine, inc. and divine/Whittman-Hart, inc. 1301 North Elston Avenue Chicago, Illinois 60622 Re: Settlement and Purchase Agreement Dear Sir:
Divine Inc • April 1st, 2002 • Services-business services, nec

Reference is hereby made to the Settlement And Purchase Agreement, dated as of September 7, 2001 and amended as of October 1, 2001 (the "Agreement"), by and among Microsoft Corporation, a Washington corporation ("Microsoft"), MS Channel Initiatives Corp., a Nevada corporation and a wholly owned subsidiary of Microsoft ("MSCI"), divine, inc., a Delaware corporation ("divine"), and divine/Whittman-Hart, inc., an Illinois corporation and a wholly owned subsidiary of divine ("DWH", and together with Microsoft, MSCI and divine, the "parties").

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