0001193125-06-140806 Sample Contracts

UNDERWRITING AGREEMENT STANDARD PROVISIONS
Underwriting Agreement • June 30th, 2006 • Concur Technologies Inc • Services-prepackaged software • New York

From time to time, Concur Technologies, Inc., a Delaware corporation (“Concur”), may enter into one or more underwriting agreements that provide for the sale of certain equity securities (the “Securities”), to the purchaser or purchasers named therein (the “Underwriters”). The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (the “Underwriting Agreement”). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as “this Agreement.” Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed thereto in the Indenture (as hereinafter defined).

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CONCUR TECHNOLOGIES, INC. STANDARD STOCK WARRANT AGREEMENT PROVISIONS
Stock Warrant Agreement • June 30th, 2006 • Concur Technologies Inc • Services-prepackaged software • California

From time to time, Concur Technologies, Inc., a Delaware corporation (the “Company”), may enter into one or more warrant agreements that provide for the issuance and sale of warrants (“Warrants”) to purchase shares of the Company’s [Common Stock, $0.001 par value][Preferred Stock, $0.001 par value] (collectively “Shares”). The standard provisions set forth herein may be included or incorporated by reference in any such warrant agreement (a “Warrant Agreement”). The Warrant Agreement, including the provisions incorporated therein by reference, is herein referred to as this “Agreement.” The person named as the “Warrant Agent” in the first paragraph of the Warrant Agreement is herein referred to as the “Warrant Agent.” Unless otherwise defined in this Agreement or in the Warrant Agreement, as the case may be, terms defined in the Warrant Agreement are used herein as therein defined and terms defined herein are used in the Warrant Agreement as herein defined.

CONCUR TECHNOLOGIES, INC. STANDARD DEBT SECURITIES WARRANT AGREEMENT PROVISIONS
Concur Technologies Inc • June 30th, 2006 • Services-prepackaged software • California

From time to time, Concur Technologies, Inc., a Delaware corporation (the “Company”), may enter into one or more warrant agreements that provide for the issuance and sale of warrants (“Warrants”) to purchase debt securities of the Company (“Debt Securities”). The standard provisions set forth herein may be included or incorporated by reference in any such warrant agreement (a “Warrant Agreement”). The Warrant Agreement, including the provisions incorporated therein by reference, is herein referred to as this “Agreement.” The person named as the “Warrant Agent” in the first paragraph of the Warrant Agreement is herein referred to as the “Warrant Agent.” Unless otherwise defined in this Agreement or in the Warrant Agreement, as the case may be, terms defined in the Warrant Agreement are used herein as therein defined and terms defined herein are used in the Warrant Agreement as herein defined.

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