Exhibit 10.104b REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April 14, 2003 by and between VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation, with headquarters located at 6336 Wilshire Boulevard,...Registration Rights Agreement • August 7th, 2003 • Vertical Computer Systems Inc • Services-business services, nec • Delaware
EXHIBIT 10.43 ------------- ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of August ___, 2001, by VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation (the "Company"); YORKVILLE ADVISORS...Escrow Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • New Jersey
Exhibit 2.1 Asset Purchase Agreement dated as of February 28, 2001 between Now Solutions, LLC and Ross Systems, Inc. ASSET PURCHASE AGREEMENT BETWEEN NOW SOLUTIONS, L.L.C., as Purchaser AND ROSS SYSTEMS, INC., as SellerAsset Purchase Agreement • March 23rd, 2001 • Vertical Computer Systems Inc • Non-operating establishments • New York
1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG VERTICAL COMPUTER SYSTEMS, INC., AND ANTHONY DEMINT THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is entered into this 6th of April, 2000, by and among VERTICAL COMPUTER SYSTEMS, INC. , a...Agreement and Plan of Reorganization • April 21st, 2000 • Scientific Fuel Technology Inc • Non-operating establishments • Delaware
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THE SALE TO THE HOLDER OF THIS SECURITY OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY ARE NOT COVERED...Common Stock Purchase Warrant • June 24th, 2002 • Vertical Computer Systems Inc • Services-business services, nec
RECITALSSettlement Agreement • June 25th, 2004 • Vertical Computer Systems Inc • Services-business services, nec
Promissory Note 1 of 5Promissory Note • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • California
ENFACET, INC.Stock Purchase Agreement • November 19th, 2001 • Vertical Computer Systems Inc • Non-operating establishments • Delaware
ARTICLE 1 AWARD OF SHARESRestricted Stock Agreement • April 14th, 2006 • Vertical Computer Systems Inc • Services-business services, nec • Texas
RECITALSEmployment Agreement • September 25th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • California
BACKGROUNDStock Purchase Agreement • April 17th, 2001 • Vertical Computer Systems Inc • Non-operating establishments • California
Taurus Global, LLC ------------------------------------------------------------ -------------------- EXHIBIT 10.59 January 8, 2002 Mr. Richard Wade President Vertical Computer Systems, Inc. 6300 Wilshire Boulevard, Suite 1430 Los Angeles, CA 90048 Re:...Consulting Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec
BACKGROUNDEmployment Agreement • April 17th, 2001 • Vertical Computer Systems Inc • Non-operating establishments • California
Exhibit 10.103a SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of April 14, 2003, by and among VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation, with headquarters located at 6336 Wilshire...Securities Purchase Agreement • August 7th, 2003 • Vertical Computer Systems Inc • Services-business services, nec • Delaware
Exhibit 10.106c STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 7th, 2003 • Vertical Computer Systems Inc • Services-business services, nec • California
EXHIBIT 10.42 ------------- REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of August ___, 2001, by and among VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation, with its...Registration Rights Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • New York
EXHIBIT 10.47 VERTICAL COMPUTER SYSTEMS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") dated March 1, 2004, is entered into by and between Sheri Pantermuehl, (the "Executive") and Now Solutions Inc. (NOW), a Delaware corporation and Vertical Computer Systems, Inc (VCSY) a Delaware...Employment Agreement • June 25th, 2004 • Vertical Computer Systems Inc • Services-business services, nec • Texas
EXHIBIT 10.80 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement dated as of November 14, 2001 ("Agreement") sets forth the terms under which Vertical Computer Systems, Inc. ("Vertical") agrees to purchase from Paradigm Sales, Inc. ("Paradigm")...Asset Purchase Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • California
PROMISSORY NOTE SECURED BY SECURITY AGREEMENTPromissory Note • June 25th, 2004 • Vertical Computer Systems Inc • Services-business services, nec • California
EXHIBIT 10.54 OPTION AGREEMENTOption Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • Texas
RECITALSSecurity Agreement • June 25th, 2004 • Vertical Computer Systems Inc • Services-business services, nec • Texas
EX-2.2 Stock Purchase AgreementStock Purchase Agreement • May 17th, 2001 • Vertical Computer Systems Inc • Non-operating establishments • California
10.3 Marketing Agreement between Company and Entertainment Marketing Group Vertical Computer Systems Inc. - Entertainment Marketing Group Comprehensive Agreement for Marketing and Promotion Services and Business Development THIS AGREEMENT, effective...Marketing Agreement • April 17th, 2001 • Vertical Computer Systems Inc • Non-operating establishments • California
AGREEMENTLoan Agreement • February 24th, 2006 • Vertical Computer Systems Inc • Services-business services, nec • California
December 26, 2002 Stephen Rossetti 5408 Duvall Drive Bethesda, MD 20816 RE: EXECUTIVE AGREEMENT/GIS Dear Stephen, On behalf of Government Internet Systems, Inc., a Nevada corporation (the "Company"), I am pleased to confirm your appointment as CEO and...Executive Agreement • August 7th, 2003 • Vertical Computer Systems Inc • Services-business services, nec
Exhibit 10.103c INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April 14, 2003, by and among VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation, with headquarters located at 6336 Wilshire...Investor Registration Rights Agreement • August 7th, 2003 • Vertical Computer Systems Inc • Services-business services, nec • Delaware
RECITALSSecurity Agreement • June 25th, 2004 • Vertical Computer Systems Inc • Services-business services, nec • California
1. Amended and Restated Term Loan Promissory Note ($1,304,766.25) 2. Revenue Interest Agreement by and between Borrower and WAMCO 32 3. Subordination Agreement by and between WAMCO 32 and Robert Farias 4. Warrant and Registration Rights Agreements by...Loan and Security Agreement • January 18th, 2005 • Vertical Computer Systems Inc • Services-business services, nec • Texas
Exhibit 10.104a EQUITY LINE OF CREDIT AGREEMENT AGREEMENT dated as of the 14th day of April 2003 (the "AGREEMENT") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"), and VERTICAL COMPUTER SYSTEMS, INC., a...Equity Line of Credit Agreement • August 7th, 2003 • Vertical Computer Systems Inc • Services-business services, nec • Delaware
BACKGROUNDStockholders Agreement • May 17th, 2001 • Vertical Computer Systems Inc • Non-operating establishments • California
RECITALSStock Purchase Agreement • December 19th, 2001 • Vertical Computer Systems Inc • Non-operating establishments • Delaware
Exhibit 10.98a FORM OF GIS DIRECTOR AGREEMENT M_. _______________ RE: DIRECTOR AGREEMENT/GOVERNMENT INTERNET SYSTEMS, INC. Dear _________, On behalf of Vertical Computer Systems, Inc., a Delaware corporation ("Vertical"), I am pleased to confirm your...Director Agreement • August 7th, 2003 • Vertical Computer Systems Inc • Services-business services, nec
On behalf of Vertical Computer Systems, Inc., a Delaware corporation ("Vertical"), I am pleased to confirm your appointment as Director of the Board of Directors to Government Internet Systems, Inc., a Nevada corporation (the "Company") effective as of _________, 200_, to fill a vacancy and your acceptance of such appointment for a two-year term. Speaking for myself, as well as the other future members of the Board of Directors and the Company's management team, we look forward to your future success in this role.
Exhibit 10.1 (c) Berche Warrants THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THE SALE TO THE HOLDER OF THIS SECURITY OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE...Warrant Agreement • November 19th, 2001 • Vertical Computer Systems Inc • Non-operating establishments
Exhibit 10.108c THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THE SALE TO THE HOLDER OF THIS SECURITY OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY...Security Agreement • August 7th, 2003 • Vertical Computer Systems Inc • Services-business services, nec
