Vincera, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software • Delaware

THIS AGREEMENT is entered into, effective as October __, 2004 by and between Vincera, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).

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MOVEMONEY.COM, INC. Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

This Agreement ("Agreement") is entered into as of April 4, 2000 ("Effective Date"), between MoveMoney.com, Inc., a Texas corporation (the "Company"), and Robert Adrian, as an employee of the Company (the "Optionee").

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EMPLOYMENT AGREEMENT
Employment Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

This Agreement (the “Agreement”) is entered into as of August 23, 2004 (the “Commencement Date”) by and between Dave Malmstedt (the “Executive”) and Smarte Solutions, Inc. (“Smarte” or “Company”) and Vincera Software, Inc. (“Vincera”)(collectively, the “Companies”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is dated effective as of December 2, 2002, by and between Mark Eshelman (the “Executive”) and Smarte Solutions, Inc., a Delaware corporation (the “Company”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

This Agreement (the “Agreement”) is entered into as of March 1, 2002 (the “Commencement Date”) by and between Mark Eshelman (the “Executive”) and Smarte Solutions, Inc. (the “Company”).

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SHAREHOLDERS AGREEMENT
Shareholders Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

This Shareholders Agreement (this "Agreement") is dated as of __________ "by and among MoveMoney.com, Inc., a Texas corporation (the "Company"), and the shareholders of the Company identified on the signature pages hereto, together with any transferees of their shares of Company common stock, par value $0.001 per share ("Common Stock"), and any other holders of Common Stock that agree to be bound by the terms hereof (the "Shareholders").

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AMENDMENT NO 1 TO LICENSE AGREEMENT
License Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software

THIS AMENDMENT No. 1 (“Amendment No. 1”) to the License Agreement by and between Microsoft Corporation, located at One Microsoft Way, Redmond, WA 98052 (“Microsoft”), and Smarte Solutions, Inc., located at 611 South Congress Avenue, Suite 350, Austin, TX 78704 (“Licensor”), is made effective as of this 6th day of November, 2003 (“Effective Date”).

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FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software

THIS FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this "First Amendment") dated as of November 19, 2002, is entered into by and between Smarte Solutions, Inc., a Delaware corporation (formerly known as MoveMoney.com, a Texas corporation) (the "Company"), and Balamani S. Vishwanath (the "Optionee"). Capitalized terms used but not defined herein shall have the meaning set forth in Option Agreement (as hereinafter defined).

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EXPENSE AGREEMENT
Expense Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software

This Expense Agreement (the “Agreement”) dated as of August 24, 2004 is entered into by and between Smarte Solutions, Inc. a Delaware Corporation with a principal place of business at 611 South Congress Avenue, Suite 350, Austin, TX 78704 (“ Smarte”) and Fifth Street Capital, L.L.C., a Texas Limited Liability Company with a principal place of business at 206 Wild Basin Road, #203, Austin, TX 78746 (“Fifth Street”).

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ASSET PURCHASE AGREEMENT AMONG MOVEMONEY.COM, INC., RON FEDERICO AND BRIAN MANTZ DECEMBER 31,1999 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

This Asset Purchase Agreement (this "Agreement") is entered into to be effective as of December 31, 1999 (the "Effective Date") by and among., Ron Federico ("Federico") and Brian Mantz ("Mantz"), each an individual residing in the state of California and MoveMoney.com, Inc., a Texas corporation (the "Buyer"). Federico and Mantz are collectively referred to herein as the "Sellers" and individually as a "Seller".

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Marketing Agent Agreement
Marketing Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

This Marketing Agreement (the “Marketing Agreement”) is written to confirm the agreement between Smarte Solutions, Inc (the "Company" or "Client") and Gray Capital Partners, LLC ("GCP") regarding the Company’s intent to conduct a public offering of its common stock (the "Offering"), whereby GCP will participate as a financial advisor in the offering to raise a minimum of $2,500,000 and a maximum of $5,000,000 (“GCP Raise”), in accordance with the terms outlined in Exhibit B attached.

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Note Purchase Agreement
Note Purchase Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made and effective as of the __ day of __________, 2004 (the “Effective Date”), by and between Smarte Solutions, Inc., a Delaware corporation (the “Company”), and ________________________ (the “Purchaser”, the “Investor”, or the “Holder”).

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SECURITY AGREEMENT
Security Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

THIS SECURITY AGREEMENT (together with any amendments, restatements or supplements hereto, this "Security Agreement") is entered into effective as of __________________, 2004, by SMARTE SOLUTIONS, INC., a Delaware corporation (the "Company") having an address at _________________________________, in favor of ________________, (the "Secured Party").

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November 10, 2004
Engagement Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software

Re: Second Amendment to Engagement Agreement dated April 1, 2004, and Marketing Agent Agreement dated April 1, 2004, all by and between Gray Capital Partners, L.L.C and Smarte Solutions, Inc.

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LEASE AGREEMENT
Lease Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software

THIS IS A LEASE AGREEMENT, made and entered into by and between Monterey & Great Pacific Corporation, hereinafter called Landlord and MoveMoney.com, Inc., hereinafter called Tenant.

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LICENSE AGREEMENT
Confidential Treatment • October 26th, 2005 • Vincera, Inc. • Services-prepackaged software • Washington

This Development, License and Equipment Purchase Agreement (the “Agreement”) is entered into and effective as of December 17, 2002 (the “Effective Date”) by and among Microsoft Corporation, a Washington corporation located at One Microsoft Way, Redmond, WA 98052 (“Microsoft”) and Smarte Solutions, Inc., a Delaware corporation located at 611 South Congress Avenue, Suite 350, Austin, Texas 78704 (“Licensor”).

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Engagement Agreement
Vincera, Inc. • April 21st, 2005 • Services-prepackaged software • Texas

This engagement letter (the “Engagement Letter”) is written to confirm the agreement between Smarte Solutions, Inc (the "Company" or "Client") and Gray Capital Partners, LLC ("GCP") regarding the Company’s intent to conduct a public offering of its common stock (the "Offering"), whereby GCP will participate as a financial advisor in the offering to raise a minimum of $2,500,000 and a maximum of $5,000,000 (“GCP Raise”), in accordance with the terms outlined in Exhibit B attached.

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FIRST AMENDMENT TO SUBORDINATED PROMISSORY NOTE AND STOCK PURCHASE WARRANT
Note and Stock Purchase Warrant • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software

This First Amendment to the Subordinated Promissory Note and Stock Purchase Warrant with ___________ as Holder and Smarte Solutions, Inc. as Company, dated as of August __, 2004 (the “Amendment”), is entered into between Smarte Solutions, Inc., a Delaware Corporation (the “Company”), and ________________ (“Holder”).

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PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

THIS PLACEMENT AGENT AGREEMENT (the “Agreement”) is entered into as of ______ ___, 2005, by and between Vincera, Inc., a Delaware corporation (the “Company”), and Fifth Street Capital LLC, a limited liability company (the “Placement Agent”)

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CO-SALE AND FIRST REFUSAL AGREEMENT
Co-Sale and First Refusal Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

This CO-SALE AND FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of February 21, 2003, by and among Smarte Solutions, Inc., a Delaware corporation (the “Company”), each of the individuals and entities listed on Schedule I attached hereto (the “Purchasers”) and each of the individuals listed on Schedule II attached hereto (the “Key Stockholders”). This Agreement shall become effective as of the Closing (as defined therein) of that certain Series A Convertible Preferred Stock Purchase Agreement dated as of even date herewith (the “Purchase Agreement”) by and among the Company and the Purchasers. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.

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RENEWAL OF LEASE CONTRACT
Renewal of Lease Contract • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software

Except as modified by this Renewal of Lease Contract, the Original and all prior Amendments to Lease Contract remain unchanged and continue unabated in full force and effect.

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SMARTE SOLUTIONS, INC. STOCK OPTION EXERCISE AGREEMENT
Stock Option Exercise Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

This Stock Option Exercise Agreement (the “Exercise Agreement”) is made and entered into as of _________________________ (the “Effective Date”) by and between Smarte Solutions, Inc., a Delaware corporation (the “Company”), and the purchaser named below (the “Purchaser”). Capitalized terms not defined herein shall have the meanings ascribed to them in Smarte Solutions, Inc.’s 2002 Stock Incentive Plan (the “Plan”) or the Stock Option Agreement.

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WAIVER AND CONSENT AGREEMENT
Waiver and Consent Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software

FOR GOOD AND VALUABLE CONSIDERATION, including the opportunity to consider an initial public offering attempt for Smarte Solutions, Inc., a Delaware corporation (the “Company”), the receipt and sufficiency of which are hereby acknowledged, the undersigned, being holders of issued and outstanding shares of the Series A Convertible Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”), of the Company hereby:

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INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) dated as of February 21, 2003, is entered into by and between Smarte Solutions, Inc., a Delaware corporation (the “Company”), each of the individuals and entities listed on Schedule I hereto (the “Purchasers”), and each of the individuals and entities listed on Schedule II hereto (the “Existing Stockholders”). The Existing Stockholders and the Purchasers are collectively referred to herein as the “Stockholders.”

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ADDENDUM TO SOFTWARE LICENCE AGREEMENT DATED August 21, 2002 (“the Agreement”)
Addendum to Software Licence Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software

Bit-Arts Limited of 3rd Floor, 15 Middlepavement , Nottingham, England NG1 7DX ("Bit-Arts") has licensed certain software to Smarte Solutions, Inc. of 611 S. Congress Avenue, Suite 350, Austin, Texas ("Smarte"), pursuant to the Agreement.

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STOCK FOR STOCK EXCHANGE AGREEMENT
Stock for Stock Exchange Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

This Stock for Stock Exchange Agreement (the “Agreement”) is entered into on August __, 2004, by and among SMARTE SOLUTIONS, INC., a Delaware Corporation (the "Buyer"), VINCERA SOFTWARE, INC., a Delaware corporation (the “Target”), and those Persons identified on Exhibit “A”, attached hereto who have entered this Agreement in person or by proxy (collectively the "Sellers"). The Buyer and the Sellers are referred to collectively herein as the "Parties."

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FIRST AMENDMENT TO CONVERTIBLE PROMISSORY
Vincera, Inc. • September 12th, 2005 • Services-prepackaged software

This First Amendment to the Convertible Promissory Note with ___________ as Holder and Smarte Solutions, Inc. as Company, dated as of _________________ (the “Note”), is entered into on the 14th day of October, 2004 by and between Vincera, Inc. (formerly known as Smarte Solutions, Inc.,) a Delaware Corporation (the “Company”), and ___________________ (“Holder”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

This Subscription Agreement (this "Agreement") is dated as of <see schedule below>, between MoveMoney.com, Inc., a Texas corporation (the "Company"), and the subscriber identified on the signature page hereto (the "Subscriber").

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RECITALS
Employment Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software • Texas
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August 11, 2004
Engagement Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software

Re: Amendments to Engagement Agreement dated April 1, 2004, Engagement Letter for Bridge Financing dated March 30, 2004, and Marketing Agent Agreement dated April 1, 2004, all by and between Gray Capital Partners, L.L.C and Smarte Solutions, Inc.

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WARRANT TO PURCHASE PREFERRED STOCK of MOVEMONEY, INC.
Vincera, Inc. • April 21st, 2005 • Services-prepackaged software • Texas

This Warrant is issued to __________, or his registered assigns (“Holder”) by MoveMoney, Inc., a Delaware corporation (the “Company”), on March 12, 2001 (“Warrant Issue Date”). This Warrant is issued in connection with the Company’s issuance to the Holder of a Convertible Promissory Note dated as of March 12, 2001 (the “Note”), for the principal amount of __________ ($_____).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

THIS STOCK PURCHASE AGREEMENT is entered into as of November 28, 2001 by SMARTE SOLUTIONS, INC., a Delaware corporation (the “Company”), and MARK ESHELMAN (the “Purchaser”).

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VINCERA, INC COMMON STOCK PURCHASE WARRANT
Vincera, Inc. • January 30th, 2006 • Services-prepackaged software • Texas

This Warrant (the “Warrant”) entitles HOLDERS (including any successors or assigns, the “Holder”), for value received, to purchase from VINCERA, INC., a Delaware corporation, at any time and from time to time, subject to the terms and conditions set forth herein, during the period starting from 5:00 a.m. on the Initial Exercise Date (as defined in Section 1 below) to 5:00 p.m., Eastern time, on the Expiration Date (as defined in Section 1 below), at which time this Warrant shall expire and become void, all or any portion of the vested Warrant Shares at the Exercise Price (as defined in Section 1 below). This Warrant also is subject to the following terms and conditions:

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FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • April 21st, 2005 • Vincera, Inc. • Services-prepackaged software

THIS FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this "First Amendment") dated as of November 19, 2002, is entered into by and between Smarte Solutions, Inc., a Delaware corporation (formerly known as MoveMoney.com, a Texas corporation) (the "Company"), and Mark Eshelman (the "Optionee"). Capitalized terms used but not defined herein shall have the meaning set forth in Option I Agreement (as hereinafter defined).

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BRIDGE LOAN AGREEMENT
Bridge Loan Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

By this BRIDGE LOAN AGREEMENT dated as of [_________] (this “Agreement”), the undersigned (the “Lenders”) and Smarte Solutions, Inc., a Delaware corporation (the “Borrower”), hereby agree as follows:

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