0000950134-04-017169 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 2004 • Teraforce Technology Corp • Communications equipment, nec • Texas

This Registration Rights Agreement (the “Agreement”) is dated as of August 19, 2004 and is by and between TeraForce Technology Corporation, a Delaware corporation (the “Company”) and Zurich American Insurance Company, a corporation organized under the laws of the State of New York (the “Zurich”).

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Warrant Agreement
Warrant Agreement • November 12th, 2004 • Teraforce Technology Corp • Communications equipment, nec

This Warrant and the Shares of common stock issuable upon the exercise hereof have not been registered under either the Securities Act of 1933, as amended (“Act”) or applicable state securities laws (“State Acts”) and shall not be sold, pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) by the Holder except upon the issuance to the Company of an opinion of counsel or submission to the Company of such evidence as may be satisfactory to counsel to the Company, in each such case, to the effect that any such transfer shall not be in violation of the Act and the State Acts.

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