0001415889-09-000208 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 11th, 2009 • Glowpoint Inc • Telephone communications (no radiotelephone) • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of August 11, 2009, by and among Glowpoint, Inc., a Delaware corporation (the "Company"), and the holders listed on Schedule I hereto (the "Holders").

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SERIES A-1 PREFERRED CONSENT AND EXCHANGE AGREEMENT
Consent and Exchange Agreement • August 11th, 2009 • Glowpoint Inc • Telephone communications (no radiotelephone) • New York

THIS SERIES A-1 PREFERRED CONSENT AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of August 11, 2009, by and among Glowpoint, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Series A-1 Convertible Preferred Stock set forth on Exhibit A attached hereto (each a “Holder” and collectively the “Holders”).

WARRANT EXCHANGE AGREEMENT
Warrant Exchange Agreement • August 11th, 2009 • Glowpoint Inc • Telephone communications (no radiotelephone) • New York

THIS WARRANT EXCHANGE AGREEMENT (this “Agreement”), dated as of August 11, 2009, is by and among Glowpoint, Inc., a Delaware corporation (the “Company”), and each of the holders of the Company’s Warrants (as defined below) whose signature appears on the signature page attached hereto (each, a “Holder”).

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