NEON Systems – First Amendment to Registration Rights Agreement (January 5th, 2006)
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the Amendment) is entered into as of January 4, 2006, by and among NEON Systems, Inc., a Delaware corporation, (the Company) and CSFT Holdings, Inc. (f/k/a ClientSoft, Inc.) (CSFT). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Registration Rights Agreement, dated as of December 13, 2004 (the Agreement), by and among the Company and CSFT.
NEON Systems – Warrant to Purchase Common Stock of Neon Systems, Inc. Void After June 13, 2008. (December 16th, 2004)
NEON Systems, Inc., a Delaware corporation (the "Company"), hereby certifies that, for value received, ClientSoft, Inc. or its registered assigns (the "Holder"), is entitled to purchase from the Company up to a total of 1,125,000 shares of Common Stock, $0.01 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price equal to $4.80 per share (the "Exercise Price"), at any time and from time to time from and after the date hereof and through and including June 13, 2008 (the "Expiration Date"), and subject to the following terms and conditions. The number of Warrant Shares and the Exercise Price shall be subject to adjustment pursuant to Section 8 hereof. This Warrant (this "Warrant") is issued pursuant to that certain Asset Purchase Agreement dated December 13, 2004 by and among the Company, ClientSoft, Inc. and U.S. Bank, National Association, as escrow agent thereunder (the "Asset Purchas