0000950149-04-000643 Sample Contracts

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EXHIBIT 4.25 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2004 • Critical Path Inc • Services-computer programming, data processing, etc. • New York
Exhibit 4.44 THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2004 • Critical Path Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 4.20 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 15th, 2004 • Critical Path Inc • Services-computer programming, data processing, etc. • New York
RECITALS
Loan and Security Agreement • March 15th, 2004 • Critical Path Inc • Services-computer programming, data processing, etc. • California
RECITALS
Loan and Security Agreement • March 15th, 2004 • Critical Path Inc • Services-computer programming, data processing, etc. • California
RECITALS
Loan and Security Agreement • March 15th, 2004 • Critical Path Inc • Services-computer programming, data processing, etc. • California
RECITALS:
Note Amendment Agreement • March 15th, 2004 • Critical Path Inc • Services-computer programming, data processing, etc. • New York
AMENDMENT NO. 1 TO CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • March 15th, 2004 • Critical Path Inc • Services-computer programming, data processing, etc. • California

AMENDMENT NO. 1, dated March 9, 2004 (this “Amendment”), among Critical Path, Inc., a California corporation (the “Company”), Permal U.S. Opportunities Limited, Zaxis Equity Neutral, L.P., Zaxis Institutional Partners, L.P., Zaxis Offshore Limited, Zaxis Partners, L.P., and Passport Master Fund, L.P. (collectively with the Company, the “Parties”),

AMENDMENT TO CONVERTIBLE NOTE PURCHASE AND EXCHANGE AGREEMENT
Convertible Note Purchase and Exchange Agreement • March 15th, 2004 • Critical Path Inc • Services-computer programming, data processing, etc. • California

AMENDMENT, dated January 16, 2004 (this “Amendment”), among Critical Path, Inc., a California corporation (the “Company”), General Atlantic Partners 74, L.P., a Delaware limited partnership, GAP Coinvestment Partners II, L.P., a Delaware limited partnership, GapStar, LLC, a Delaware limited liability company, GAPCO GmbH & Co. KG, a German limited partnership, Campina Enterprises Limited, Cenwell Limited, Great Affluent Limited, Dragonfield Limited and Lion Cosmos Limited (collectively with the Company, the “Parties”),

AMENDMENT NO. 2 TO CONVERTIBLE NOTE PURCHASE AND EXCHANGE AGREEMENT
Convertible Note Purchase and Exchange Agreement • March 15th, 2004 • Critical Path Inc • Services-computer programming, data processing, etc. • California

AMENDMENT NO. 2, dated March 9, 2004 (this “Amendment”), among Critical Path, Inc., a California corporation (the “Company”), General Atlantic Partners 74, L.P., a Delaware limited partnership, GAP Coinvestment Partners II, L.P., a Delaware limited partnership, GapStar, LLC, a Delaware limited liability company, GAPCO GmbH & Co. KG, a German limited partnership, Campina Enterprises Limited, Cenwell Limited, Great Affluent Limited, Dragonfield Limited and Lion Cosmos Limited (collectively with the Company, the “Parties”),

RECITALS
Critical Path Inc • March 15th, 2004 • Services-computer programming, data processing, etc.
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