0000930413-07-004227 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 8th, 2007 • Viewpoint Corp • Services-prepackaged software • New York

REGISTRATION RIGHTS AGREEMENT, dated as of May 7, 2007 (the “Agreement”) by and between Viewpoint Corporation, a Delaware corporation (the “Company”), and the undersigned investors (each a “Purchaser” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 8th, 2007 • Viewpoint Corp • Services-prepackaged software • New York

SECURITIES PURCHASE AGREEMENT, dated as of May 4, 2007, between Viewpoint Corporation, a Delaware corporation (the “COMPANY”), DG FastChannel, Inc., a Delaware corporation (“DGFC”) and the other investors listed on Schedule of Purchasers (the “SCHEDULE OF PURCHASERS”) attached hereto as Exhibit A (DGFC and each such other investor, individually, a “PURCHASER” and collectively, the “PURCHASERS”).

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