Expert Systems Inc Sample Contracts

EXHIBIT 99.2 EXPERT SYSTEMS, INC. Subscription Agreement 1. Investment: The undersigned ("Buyer") subscribes for ______ Shares of Common Stock of Expert Systems, Inc. at $0.05 per share. Total subscription price ($0.05 times number of Shares): =...
Subscription Agreement • September 2nd, 2004 • Expert Systems Inc • Services-computer rental & leasing • Nevada
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 10th, 2007 • Foldera, Inc • Wholesale-misc durable goods

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 7, 2007, between Foldera, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT FOLDERA, INC.
Security Agreement • December 10th, 2007 • Foldera, Inc • Wholesale-misc durable goods

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Vision Opportunity Master Fund, Ltd. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Foldera, Inc., a Nevada corporation (the “Company”), up to 2,857,143 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 10th, 2007 • Foldera, Inc • Wholesale-misc durable goods • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 7, 2007, between Foldera, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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SECURITY AGREEMENT
Security Agreement • December 10th, 2007 • Foldera, Inc • Wholesale-misc durable goods • New York

This SECURITY AGREEMENT, dated as of December 7, 2007 (this “Agreement”), is among Foldera, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debentures due the Maturity Date and issued on or about December 5, 2007 in the original aggregate principal amount of $7,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns, and Vision Capital Advisors LLC (the “Collateral Agent”) (collectively, the “Secured Parties”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 30th, 2007 • Foldera, Inc • Wholesale-misc durable goods • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 19, 2006, among Foldera, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 11th, 2007 • Foldera, Inc • Wholesale-misc durable goods • New York

This Agreement is being entered into pursuant to the Common Stock Purchase Agreement dated as of the date hereof among the Company and the Purchasers (the "Purchase Agreement").

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FOLDERA, Inc. INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 10th, 2006 • Foldera, Inc • Wholesale-misc durable goods • Nevada

This Indemnification Agreement (“Agreement”) is effective as of this first day of April, 2006, by and between FOLDERA, Inc., a Nevada corporation (the “Company”), and ________ (“Indemnitee”).

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FORM OF COMMON STOCK PURCHASE WARRANT FOLDERA, INC.
Security Agreement • October 20th, 2006 • Foldera, Inc • Wholesale-misc durable goods

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on [the last day of the calendar month in which occurs the 5 year anniversary of the Initial Exercise Date]1 [the 180th calendar day following the Initial Exercise Date]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Foldera, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE THE MATURITY DATE
Convertible Security Agreement • December 10th, 2007 • Foldera, Inc • Wholesale-misc durable goods • New York

THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of Foldera, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 17011 Beach Blvd., Suite 1500, Huntington Beach, CA 92647, designated as its 8% Senior Secured Convertible Debenture due the Maturity Date (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 30th, 2007 • Foldera, Inc • Wholesale-misc durable goods

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 19, 2006, among Foldera, Inc., a Nevada corporation (the “Company”), and the several purchasers signatory hereto (each purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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MANAGING DEALER WARRANT AGREEMENT
Managing Dealer Warrant Agreement • February 13th, 2006 • Expert Systems Inc • Wholesale-misc durable goods • California

THIS MANAGING DEALER WARRANT AGREEMENT (the “Agreement”), dated as of October 10, 2005, is made and entered into by and between TASKPORT, INC., a California corporation (the “Company”), and BROOKSTREET SECURITIES CORPORATION, a California corporation (“Brookstreet” or the “Warrantholder”).

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FOLDERA, INC.
Stock Option Agreement • December 13th, 2007 • Foldera, Inc • Wholesale-misc durable goods • California

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2006 • Expert Systems Inc • Wholesale-misc durable goods • California

THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is dated as of August 15, 2005 (the “Effective Date”) by Taskport, Inc., a California corporation (the “Company”), and the investor listed on the signature page hereof (the “Investor”), in connection with purchase by the Investor of shares of the common stock of the Company (as defined below) at a purchase price of $2.00 per share (the “Common Shares”).

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TASKPORT Inc. Engagement Agreement
Engagement Agreement • April 10th, 2006 • Foldera, Inc • Wholesale-misc durable goods • California

Advisor CFO 911 will be the exclusive accounting and financial advisor (“Advisor”) responsible for completion of the project during the engagement (the “Agreement”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 22nd, 2006 • Foldera, Inc • Wholesale-misc durable goods • California

This Subscription Agreement (this “Agreement”) is being delivered to you in connection with your investment in Foldera, Inc. (the “Company”). Brookstreet Securities Corporation (the “Placement Agent”) shall serve as the placement agent of the Company in conducting a private placement (the “Offering”) of up to $45,000,000 in shares of common stock (the “Shares” or the “Common Stock”), at a purchase price of $2.25 per share and, for every two Shares purchased, a three-year warrant (the “Warrant” and, together with the Shares, the “Securities”) to purchase one share of Common Stock at a price equal to 110% of the average closing bid price of the Common Stock for the five consecutive trading days prior to the initial closing of the Offering, plus an over-subscription right for an additional $6,750,000 in Securities. All funds received in the Offering shall be held by a chartered banking institution (the “Escrow Agent”) and, upon fulfillment of the conditions precedent set forth herein, sha

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • February 13th, 2006 • Expert Systems Inc • Wholesale-misc durable goods • California

This Agreement and Plan of Merger (the “Agreement”) dated as of February 6, 2006, is entered into by and among Expert Systems, Inc., a Nevada corporation ("EXSI"), EXSI Acquisition Corp., a California corporation and a newly-formed, wholly-owned subsidiary of EXSI ("Acquisition Sub"), and Taskport, Inc., a California corporation ("Taskport").

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COMMON STOCK PURCHASE AGREEMENT Dated as of May 4, 2007 by and between FOLDERA, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Common Stock Purchase Agreement • May 11th, 2007 • Foldera, Inc • Wholesale-misc durable goods • New York

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 4, 2007 by and between Foldera, Inc., a Nevada corporation (the "Company"), and the purchasers listed on Exhibit A hereto (each a "Purchaser" and collectively, the "Purchasers"), for the purchase and sale of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

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AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • August 1st, 2007 • Foldera, Inc • Wholesale-misc durable goods

This Amendment No. 1 (this “Amendment”) is made and entered into as of the 27th day of July, 2007 by and between Foldera, Inc., a Nevada corporation (the “Company”), and the undersigned purchaser (the “Purchaser”) of shares of Common Stock of the Company. Capitalized terms used but not defined herein have the meanings assigned to them in the Purchase Agreement (as defined below).

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EXHIBIT 10 LICENSE AGREEMENT
License Agreement • September 2nd, 2004 • Expert Systems Inc • Services-computer rental & leasing • Arizona
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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 23rd, 2008 • Foldera, Inc • Wholesale-misc durable goods • California

This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this 18th day of July 2008 (the “Effective Date”), by and between FOLDERA, INC., a Nevada corporation ("Employer"), and JAMES J. FIEDLER ("Employee").

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FOLDERA, INC. Santa Ana, California 92705
Debenture Prepayment and Conversion Letter Agreement • July 15th, 2008 • Foldera, Inc • Wholesale-misc durable goods • New York

Reference is made to the Securities Purchase Agreement, dated as of December 7, 2007 (the “Securities Purchase Agreement”), between Foldera, Inc. (the “Company”) and Vision Opportunity Master Fund, Ltd. (“Vision”). All capitalized terms used in this letter agreement which are not defined herein shall have the same meaning as in the Securities Purchase Agreement.

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EXHIBIT 99.1 ESCROW AGREEMENT
Escrow Agreement • September 2nd, 2004 • Expert Systems Inc • Services-computer rental & leasing
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