INVESTOR RIGHTS AGREEMENT

INVESTOR RIGHTS AGREEMENT

This INVESTOR RIGHTS AGREEMENT (this "Agreement") is made as of February

2, 2005 by and among GraphOn Corporation, a Delaware corporation (the "Company")

and the investors listed on Exhibit A hereto (collectively the "Investors").

WHEREAS, the Company desires to sell to the Investors, and the Investors

desire to purchase an aggregate of 148,148 shares of Series A Stock of the

Company (the "Shares") and 5-year warrants, exercisable to purchase an aggregate

of 74,074 shares of Series B Stock of the Company (the "Warrant Shares") at

$40.00 per share (the "Series B Warrants"), upon the terms and conditions set

forth in that certain Unit Subscription Agreement, dated of even date herewith,

between the Company and the Investors (the "Unit Subscription Agreement");

WHEREAS, the terms of the Unit Subscription Agreement provide that it

shall be a condition precedent to the closing of the transactions thereunder for

the Company and the Investors to execute and deliver this Agreement; and

WHEREAS, at the Closing, Griffin Securities, Inc. ("Griffin") is receiving

warrants in substantially the same form as the Warrants, exercisable to purchase

an aggregate of 14,815 shares of Series A Stock and 7,407 shares of Series B

Stock, (the "Griffin Warrants"), and Griffin is entitled to share the Investors'

rights under this Agreement;

WHEREAS, capitalized terms used herein and not otherwise defined are

defined in the Unit Subscription Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants

contained herein, the parties hereto hereby agree as follows:

1. Definitions. The following terms shall have the meanings provided

below:

"Additional Shares" shall mean any additional shares of Common Stock

which may be issued or become issuable from time to time upon conversion of the

Shares or Series B Stock or the exercise of a Purchased Warrant or a Griffin

Warrant, or a distribution with respect to, or in exchange for, or in

replacement of a Purchased Warrant, a Griffin Warrant, Shares or Warrant Shares,

as a result of anti-dilution provisions of a Purchased Warrant, a Griffin

Warrant, Shares or otherwise.

"Board of Directors" shall mean the board of directors of the

Company.

"Convertible Securities" means (i) options to purchase or rights to

subscribe for Common Stock, (ii) securities by their terms convertible into or

exchangeable for Common Stock or (iii) options to purchase or rights to

subscribe for such convertible or exchangeable securities.

"Demand Registrable Shares" shall mean the Shares, the Warrant Shares

and all Other Securities and Additional Shares.

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"Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, and all of the rules and regulations promulgated thereunder.

"Exchange Warrants" shall mean 5-year warrants, exercisable as of the

date hereof to purchase an aggregate of 7,407,400 shares of Common Stock at

$0.40 per share, subject to adjustment.

"Exchange Shares" shall mean shares of Common Stock from time to time

issuable upon exercise of Exchange Warrants.

"Excluded Stock" shall mean (i) all shares of Common Stock issued or

issuable to employees, directors or consultants pursuant to any equity

compensation plan that is in effect on the date of this Agreement, (ii) all

shares of Common Stock issued or issuable to employees or directors pursuant to

any equity compensation approved by the stockholders of the Company after the

date of this Agreement, (iii) all shares of Common Stock issued or issuable to

employees or directors in the form of a hiring bonus, (iv) all shares of Common

Stock issued or issuable to bona fide leasing companies, strategic partners, or

major lenders, (v) all shares of Common Stock issued or issuable as the purchase

price in a bona fide acquisition or merger (including reasonable fees paid in

connection therewith) or (vi) all shares of Common Stock issued upon conversion

or exercise of the Shares, Purchased Warrants, Exchange Warrants or other

Convertible Securities outstanding on the date hereof.

"Griffin Exchange Shares" shall mean shares of Common Stock from time

to time issuable upon exercise of Griffin Exchange Warrants.

"Griffin Exchange Warrants" shall mean 5-year warrants exercisable to

purchase 1,481,400 shares of Common Stock at $.27 per share and 740,700 shares

of Common Stock at $.40 per share.

"Griffin Warrants" shall mean warrants issued to Griffin Securities

Inc. ("Griffin") in substantially the same form as the Series B Warrants to

purchase an aggregate of 14,815 shares of Series A Stock at $27.00 per share and

7,407 shares of Series B Stock at $40.00 per share.

"Holder" shall mean the Investors and Griffin or any transferee of

the Purchased Warrants, Registrable Shares or Demand Registrable Shares that

were held by Investors or Griffin.

"Majority Holders" shall mean, at the relevant time of reference

thereto, those Holders holding more than fifty percent (50%) of the Registrable

Shares (or Demand Registrable Shares, to the extent that the Holders have a

right to make a Demand Registration Request pursuant to Section 3A hereof) Owned

by all of the Holders.

"Other Stockholders" refers to stockholders of the Company other than

the Holders.

"Other Securities" refers to any stock (other than Common Stock) and

other securities of the Company or any other person (corporate or otherwise)

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that the Holders of the Shares or Purchased Warrants at any time shall be

entitled to receive, or shall have received, upon conversion of the Shares, the

exercise of the Purchased Warrants or conversion of the Warrant Shares, in lieu

of or in addition to Common Stock, or which at any time shall be issuable or

shall have been issued in exchange for or in replacement of Common Stock or

Other Securities pursuant to the terms of the Shares, Purchased Warrants,

Warrant Shares or otherwise.

"Own" shall mean to own beneficially, as that term is defined in the

rules and regulations of the SEC.

"Purchased Warrants" shall mean the Series B Warrants and any

securities into which the Series B Warrants may be converted (other than by

exercise of the Purchased Warrants by the holder thereof), including without

limitation, the Exchanged Warrants.

"Registrable Shares" shall mean any shares of Common Stock or Other

Securities issued or issuable from time to time upon conversion of the Shares,

the Warrant Shares, the Exchange Shares, the Griffin Exchange Shares or the

exercise of a Purchased Warrant, or a distribution with respect to, in exchange

for, or in replacement of Shares, the Warrant Shares, the Exchange Shares, the

Griffin Warrants or Purchased Warrants, including without limitation Additional

Shares.

"Rule 144" shall mean Rule 144 promulgated under the Securities Act

and any successor or substitute rule, law or provision.

"SEC" shall mean the Securities and Exchange Commission.

"Securities Act" shall mean the Securities Act of 1933, as amended,

and all of the rules and regulations promulgated thereunder.

"Selling Expenses" shall mean all underwriting discounts, brokerage

and selling commissions applicable to the sale of Registrable Shares or Demand

Registrable Shares, including standard underwriters' cutbacks.

"Series A Stock" means the Series A Participating Convertible

Preferred Stock, par value $.01 per share, of the Company.

"Series B Stock" means the Series B Participating Convertible

Preferred Stock, par value $.01 per share, of the Company.

2. Effectiveness. This Agreement shall become effective upon the Closing.

3. Mandatory Registration. (a) No later than sixty (60) days after the

Closing, the Company will prepare and file with the SEC a registration statement

on Form S-1 for the purpose of registering (such registration, the "Mandatory

Registration") under the Securities Act all of the Registrable Shares for resale

by, and for the account of, the Investors and Griffin as selling stockholders

thereunder (the "Registration Statement"). The Registration Statement shall

permit the Investors to offer and sell, on a delayed or continuous basis

pursuant to Rule 415 under the Securities Act, any or all of the Registrable

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Shares. Such Registration Statement also shall cover, to the extent allowable

under the Securities Act and the rules promulgated thereunder (including Rule

416), such indeterminate number of additional shares of Common Stock resulting

from stock splits, stock dividends or similar transactions with respect to the

Registrable Shares.

(b) The Company agrees to use commercially reasonable efforts to

cause the Registration Statement to become effective as soon as practicable

after filing, but in no event later than one hundred twenty (120) days after

filing.

(c) The Company shall be required to keep the Registration Statement,

as amended, effective until such date that is the earlier of (i) two years after

the Closing, (ii) the date when all of the Registrable Shares registered

thereunder shall have been sold or (iii) such time as all the Registrable Shares

held by the Investors can be sold pursuant to Rule 144(k) and without compliance

with the registration requirements of the Securities Act (such date is referred

to herein as the "Mandatory Registration Termination Date"). Thereafter, the

Company shall be entitled to withdraw the Registration Statement and the

Investors shall have no further right to offer or sell any of the Registrable

Shares pursuant to the Registration Statement (or any prospectus relating

thereto).

(d) The Company shall not grant any registration rights that are

senior to the registration rights of the Investors under this Agreement if such

registration rights would adversely affect the Investors' ability to sell

Registrable Shares pursuant to the Registration Statement. The Company

represents that no stockholders other than the Investors and Griffin have the

right to sell any Common Stock or other securities of the Company pursuant to

the Registration Statement other than rights granted pursuant to the

transactions contemplated by the Reorganization Agreement.

3A. Demand Registration

(a) Request for Registration. In the event that the Company has not

adopted the Certificate of Amendment on or prior to July 1, 2005, any Holder

shall have the right to make a written request to the Company (such request, a

"Demand Registration Request") that the Company effect a registration with

respect to all or a part of the Demand Registrable Shares held by such Holder

(such Holder, an "Initiating Holder"). In response to such Demand Registration

Request, the Company shall:

(i) promptly give written notice of the proposed

registration ("Demand Registration") to all other Holders (such notice, a

"Demand Registration Notice"); and

(ii) use its best efforts to file a registration statement

on Form S-3, if the Company is eligible for Form S-3, or, if not so

eligible, on Form S-1 (it being understood that the Company shall use

commercially reasonable efforts to qualify for registration on Form S-3

for secondary sales) (such registration statement filed pursuant to this

Section 3A, a "Demand Registration Statement") as soon as practicable, but

not later than thirty (30) days following receipt of the Demand

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Registration Notice in order to permit or facilitate the sale and

distribution of all or such portion of such Demand Registrable Shares as

are specified in the Demand Registration Request, together with all or

such portion of the Demand Registrable Shares of any Holder or Holders

joining in such request (each such Holder, a "Requesting Holder") as are

specified in a written request received by the Company from such Holder or

Holders within ten (10) days after the Demand Registration Notice is given

by the Company. In the event any Holder requests a Demand Registration

pursuant to this Section 3A in connection with a distribution of Demand

Registrable Shares to its partners or other beneficial owners, the

registration shall provide for the resale by such partners or beneficial

owners, assuming such distribution was effected in accordance with

applicable securities laws.

(b) Limitations on Demand Registration. The Company shall not be

obligated to effect, or take any action to effect, any Demand Registration

pursuant to this Section 3A:

(i) if the Company has effected three (3) Demand

Registrations, provided that each of such Demand Registration Statements

has been declared or ordered effective in accordance with the terms of

this Agreement and provided that the Demand Registrable Shares subject to

the current Demand Registration Request could have been included for

registration, sale and distribution in connection with such previous two

effective registrations, but were not, for reasons other than the

marketing limitations connected to the underwriting of such previous

Demand Registrations, as described in Section 3A(c)(iii) below;

(ii) if the Demand Registrable Shares included in the

written registration requests of all Requesting Holders pursuant to

Section 3A(a) above (including the Demand Registrable Shares of the

Initiating Holder) do not have an anticipated aggregate public offering

price (before any underwriting discounts and commissions) of at least

US$3,000,000;

(iii)for a period of time not to exceed 90 days following

receipt of a Demand Registration Request if, in the discretion of the

Company's Board of Directors, effecting such Demand Registration at the

time of receipt of such Demand Registration Request would be seriously

detrimental to the Company;

(iv) if the Demand Registration Request is received by the

Company after February 2, 2009; or

(v) if the Certificate of Amendment is filed in Delaware

prior to the date which is thirty (30) days after receipt of the Demand

Registration Request.

(c) Underwriting.

(i) Request Regarding Underwriting. If the Requesting

Holders intend to distribute the Demand Registrable Shares covered by

their Demand Registration Request by means of an underwriting, they shall

so advise the Company as a part of such Demand Registration Request or

their response to any Demand Registration Notice given pursuant to Section

3A(a)(i).

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(ii) Participation of Other Stockholders and the Company in

Underwritten Offering. The Demand Registration Statement may, subject to

the provisions described herein, include securities of the Company which

are held by Other Stockholders. If Other Stockholders request such

inclusion, Requesting Holders with more than 50% in interest of the Demand

Registrable Shares to be included in the Demand Registration Statement may

in their discretion offer to include the securities of such Other

Stockholders in the underwriting and may condition such offer on their

acceptance of the further applicable provisions of this Section 3A. If the

underwriter has not limited the number of Demand Registrable Shares to be

underwritten, the Company may include its or their securities for its own

account in such Demand Registration if the Underwriter Representative (as

defined below) so agrees and if the number of Demand Registrable Shares

will not thereby be limited.

(iii)Underwriting Agreement; Exclusion of Shares from

Offering. All Requesting Holders whose shares are to be included in an

underwriting pursuant to this Section 3A and the Company shall (together

with all Other Stockholders proposing to distribute their securities

through such underwriting) enter into an underwriting agreement in

customary form with the representative of the underwriter or underwriters

selected for such underwriting by the vote of the Holders of a majority of

the Demand Registrable Shares subject to the Demand Registration Request

(and reasonably acceptable to the Company) (such representative, the

"Underwriter Representative"). Notwithstanding any other provision of this

Section 3A, if the Underwriter Representative advises the Requesting

Holders in writing that marketing factors require a limitation on the

number of shares to be underwritten, the securities of the Company held by

Other Stockholders and then the Company shall be excluded from such Demand

Registration to the extent so required by such limitation. If, after the

exclusion of such shares, further reductions are still required, the

number of Demand Registrable Shares included in the registration by each

Requesting Holder (other than the Initiating Holder) shall be reduced on a

pro rata basis (based on the number of Demand Registrable Shares requested

to be so registered by each such Requesting Holder) by such minimum number

of shares as is necessary to comply with the requisite reduction. If,

after the exclusion of such shares, further reductions are still required,

the number of shares included in the registration by the Initiating Holder

shall be reduced by such minimum number of shares as is necessary to

comply with the requisite reduction; provided, however, that any Demand

Registrable Shares proposed to be included by any Requesting Holder in a

given registration that are excluded due to marketing limitations of the

underwriter shall not be subject to exclusion from future Demand

Registration Requests on the basis of Section 3A(i) above. No Demand

Registrable Shares or any other securities excluded from an underwriting

by reason of the underwriter's marketing limitation shall be included in

the Demand Registration related to such underwriting. If any Requesting

Holder, or Other Stockholder who has requested inclusion in such Demand

Registration as provided above disapproves of the terms of the

underwriting, such person may elect to withdraw therefrom by written

notice to the Company, the underwriter and the Initiating Holder. Any

securities so withdrawn shall also be withdrawn from the Demand

Registration.

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(d) Expenses of Registration. Expenses related to the registration

and sale of the Demand Registrable Shares pursuant to this Section 3A shall be

borne as provided by Section 6 hereof.

(e) Termination of Demand Registration Statement. At its expense, the

Company will keep any Demand Registration Statement effective for a period of

one hundred twenty (120) days or until the Holders (or in the case of a

distribution to the partners of such Holder, such partners), as applicable, have

completed the distribution described in the Demand Registration Statement

relating thereto, whichever first occurs (such date on which the Demand

Registration Statement need no longer be kept effective, subject to the further

provisions of this Section 3A(e), the "Demand Registration Termination Date");

provided, however, that (i) such 120-day period shall be extended for a number

of days equal to the number of days of all suspensions (as defined in Section

9(b)) occurring during such 120-day period; and (ii) in the case of any Demand

Registrations on Form S-3 (which are intended to be offered on a continuous or

delayed basis), such 120-day period shall be extended to the earlier of one year

from the date of the Demand Registration Statement's effectiveness or until all

Demand Registrable Shares registered pursuant to such Form S-3 are sold,

provided that Rule 415 under the Securities Act, or any successor rule under the

Securities Act, permits an offering on a continuous or delayed basis, and

provided further that applicable rules under the Securities Act governing the

obligation to file a post-effective amendment permit, in lieu of filing a

post-effective amendment that (y) includes any prospectus required by Section

10(a) of the Securities Act or (z) reflects facts or events representing a

material or fundamental change in the information set forth in the registration

statement, the incorporation by reference of information required to be included

in (y) and (z) above to be contained in periodic reports filed pursuant to

Section 12 or 15(d) of the Exchange Act in the Demand Registration Statement.

4. Obligations of the Company. In connection with the Company's

obligations (i) under Sections 3 and 3A hereof to file the Registration

Statement and Demand Registration Statements, respectively, with the SEC and to

use its reasonable efforts to cause the Registration Statement and Demand

Registration Statement to become effective as soon as practicable after filing,

the Company shall, as expeditiously and as reasonably as possible, subject to

Section 9 hereof:

(a) prepare and file with the SEC such amendments and supplements to

the Registration Statement or Demand Registration Statement, as the case may be,

and the prospectus used in connection therewith, as may be necessary, and, in

the case of the Mandatory Registration or a Demand Registration, as necessary to

keep the Registration Statement or Demand Registration Statement effective until

the Mandatory Registration Termination Date or Demand Registration Termination

Date, as the case may be;

(b) furnish to the selling Holders such reasonable number of copies

of the Registration Statement or Demand Registration Statement, as the case may

be, and a prospectus and preliminary prospectus, in conformity with the

requirements of the Securities Act, and such other documents (including, without

limitation, prospectus amendments and supplements as are prepared by the Company

in accordance with Section 4(a) above) as the selling Holders may reasonably

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request, in order to facilitate the public or other disposition of such selling

Holders' Registrable Shares and Demand Registrable Shares;

(c) use reasonable efforts to register and qualify the Registrable

Shares and Demand Registrable Shares covered by the Registration Statement or

Demand Registration Statement under such other securities laws or blue sky

("Blue Sky") laws of all stat