0001193125-04-078032 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 4th, 2004 • I2 Technologies Inc • Services-prepackaged software • Texas

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [date] , 2004, by and between i2 Technologies, Inc., a Delaware corporation (the “Company”), and R2 Investments, LDC, a Cayman Islands limited duration company. R2 Investments, LDC and any Person to whom rights under this agreement are transferred pursuant to Section 9(e) hereof shall each be referred to as an “Investor” and, collectively, as the “Investors”.

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FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • May 4th, 2004 • I2 Technologies Inc • Services-prepackaged software • New York

This FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of April 27, 2004 (this “Amendment”), is entered into by and between i2 Technologies, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).

PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • May 4th, 2004 • I2 Technologies Inc • Services-prepackaged software • Texas

THIS PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of April 27, 2004 between i2 Technologies, Inc., a Delaware corporation (the “Company”) and R2 Investments, LDC, a Cayman Islands limited duration company (“Investor”).

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