0001206774-06-002427 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 29th, 2006 • Unify Corp • Services-prepackaged software

This Registration Rights Agreement (this “Agreement”) is made as of November 20, 2006 by Unify Corporation, a Delaware corporation (the “Company”), for the benefit of the Holders (as such term is hereinafter defined). The Company hereby confirms that the rights granted under this Agreement constitute a material inducement to the Holders to enter into the Loan Agreement, make Loans from time to time thereunder, and/or acquire or hold Conversion Shares and/or Warrant Shares (as such terms are hereinafter defined). Each Holder, by its participation or request to participate in any Registration effected pursuant to this Agreement, shall be deemed to have confirmed such Holder’s agreement to comply with the applicable provisions of this Agreement.

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AMENDMENT NO. 1 TO PURCHASE AND EXCHANGE AGREEMENT
Purchase and Exchange Agreement • November 29th, 2006 • Unify Corp • Services-prepackaged software • Delaware

This Amendment No. 1 to Purchase and Exchange Agreement, is dated as of November __, 2006 (this “Amendment”), among Halo Technology Holdings, Inc., a Nevada corporation (“Halo”) and Unify Corporation, a Delaware corporation (the “Unify”).

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT BY AND AMONG UNIFY CORPORATION, ACUITREK, INC. AND DANIEL ROMINE AND CARRIE ROMINE
Stock Purchase Agreement by And • November 29th, 2006 • Unify Corp • Services-prepackaged software

This Amendment No. 1 (the “Amendment”) to Stock Purchase Agreement dated as of February 2, 2005 (the “Agreement”) is made as of November 20, 2006 by and among Unify Corporation (“Unify” or the “Company”), Acuitrek, Inc. (“Acuitrek”) and Daniel Romine and Carrie Romine (each a “Seller” and collectively the “Sellers”). Capitalized terms not otherwise defined shall have the meaning set forth in the Agreement. Unify, Sellers and Acuitrek are collectively referred to herein as the “Parties”.

REVOLVING CREDIT AND TERM LOAN AGREEMENT
Agreement • November 29th, 2006 • Unify Corp • Services-prepackaged software

AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of November, 2006, by and between COMVEST CAPITAL LLC, a Delaware limited liability company (the “Lender”), and UNIFY CORPORATION, a Delaware corporation (the “Borrower”).

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