0001354488-08-001981 Sample Contracts

Contract
Glowpoint Inc • November 26th, 2008 • Telephone communications (no radiotelephone) • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 26th, 2008 • Glowpoint Inc • Telephone communications (no radiotelephone) • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of November 25, 2008, by and among Glowpoint, Inc., a Delaware corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • November 26th, 2008 • Glowpoint Inc • Telephone communications (no radiotelephone) • New York

THIS NOTE EXCHANGE AGREEMENT (this “Agreement”) is dated as of November 25, 2008, by and among Glowpoint, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Senior Secured Convertible Promissory Notes whose signatures appear on the signature page attached hereto (each a “Holder” and collectively the “Holders”).

SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of November 25, 2008 by and among GLOWPOINT, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Convertible Preferred Stock Purchase Agreement • November 26th, 2008 • Glowpoint Inc • Telephone communications (no radiotelephone) • New York
SECOND EMPLOYMENT AGREEMENT AMENDMENT
Second Employment Agreement • November 26th, 2008 • Glowpoint Inc • Telephone communications (no radiotelephone)

This Second Employment Agreement Amendment (this "Amendment"), dated November 24, 2008, is by and between Glowpoint, Inc., a Delaware corporation (hereinafter "Glowpoint"), and Edwin F. Heinen (hereinafter "Employee"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Employment Agreement (as defined below).

SERIES C PREFERRED CONSENT AND EXCHANGE AGREEMENT
Series C Preferred Consent and Exchange Agreement • November 26th, 2008 • Glowpoint Inc • Telephone communications (no radiotelephone) • New York

THIS SERIES C PREFERRED CONSENT AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of November 25, 2008, by and among Glowpoint, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Series C Convertible Preferred Stock (each a “Holder” and collectively the “Holders”).

SECOND EMPLOYMENT AGREEMENT AMENDMENT
Second Employment Agreement • November 26th, 2008 • Glowpoint Inc • Telephone communications (no radiotelephone)

This Second Employment Agreement Amendment (this "Amendment"), dated November 24, 2008, is by and between Glowpoint, Inc., a Delaware corporation (hereinafter "Glowpoint"), and Joseph Laezza (hereinafter "Employee"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Employment Agreement (as defined below).

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