Alpharel Inc /Ca/ Sample Contracts

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Shareholders Agreement • June 1st, 1999 • Altris Software Inc • Services-computer integrated systems design • England and Wales
AGREEMENT
Agreement • November 29th, 2000 • Altris Software Inc • Services-computer integrated systems design • England
RECITALS:
Security Agreement • April 15th, 1999 • Altris Software Inc • Services-computer integrated systems design • California
W I T N E S S E T H: --------------------
Registration Rights Agreement • July 17th, 1997 • Altris Software Inc • Services-computer integrated systems design
ALPHAREL, INC.
Alpharel Inc /Ca/ • January 10th, 1996 • Computer peripheral equipment, nec
WARRANT TO PURCHASE COMMON STOCK
Spescom Software Inc • October 31st, 2005 • Services-computer integrated systems design • California

THIS WARRANT CERTIFIES THAT for value received, Monarch Pointe Fund, Ltd., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Spescom Software Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of October 25, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

ARTICLE I
Convertible Preferred Stock Purchase Agreement • January 10th, 1996 • Alpharel Inc /Ca/ • Computer peripheral equipment, nec • New York
EXHIBIT D to Subscription Agreement REGISTRATION RIGHTS AGREEMENT
Subscription Agreement • October 31st, 2005 • Spescom Software Inc • Services-computer integrated systems design • California

AGREEMENT dated as of , 2005, between [INSERT NAME(S) OF SECOND CLOSING PURCHASER(S)] (the “Fund”) and M.A.G. CAPITAL, LLC (“MAG”) (the Fund and MAG are referred to individually as a “Holder” and collectively as the “Holders”), and Spescom Software Inc., a California corporation (the “Company”).

W I T N E S S E T H:
Subordinated Debenture • June 1st, 1999 • Altris Software Inc • Services-computer integrated systems design
WARRANT TO PURCHASE COMMON STOCK
Spescom Software Inc • March 16th, 2006 • Services-computer integrated systems design • California

THIS WARRANT CERTIFIES THAT for value received, M.A.G. Capital, LLC, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Spescom Software Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of March 10, 2006, by and between the Company, Holder, Monarch Pointe Fund, Ltd. and Mercator Momentum Fund III, L.P. (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

EXECUTION COPY 1WARRANT TO PURCHASE COMMON STOCK
Enterprise Informatics Inc • January 15th, 2008 • Services-computer integrated systems design • California

THIS WARRANT CERTIFIES THAT for value received, ERP2 Holdings, LLC or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Enterprise Informatics Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant and Warrant Price per Share referenced above being subject to adjustment from time to time as described herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

STANDARD OFFICE LEASE - GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
Office Lease - Gross • August 14th, 2003 • Altris Software Inc • Services-computer integrated systems design • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 10th, 2003 • Altris Software Inc • Services-computer integrated systems design • California

This Registration Rights Agreement is made as of September , 2003 (the “Effective Date”) by and among Altris Software, Inc., a California corporation (the “Company”), Spescom Limited, a corporation organized under the laws of South Africa (“Spescom”), and Spescom Ltd., a United Kingdom corporation (“Spescom UK”), (individually and collectively, “Holders”), with reference to the following facts:

PUBLIC RELATIONS AGREEMENT BETWEEN LIOLIOS GROUP, INC. AND SPESCOM SOFTWARE INC.
Public Relations Agreement • January 4th, 2006 • Spescom Software Inc • Services-computer integrated systems design • California

THIS FINANCIAL PUBLIC RELATIONS AGREEMENT (“Agreement”) is made and entered into this 15th day of November, 2005 (the “Effective Date”) by and between Spescom Software Inc., a California Corporation (“Company”) and Liolios Group, Inc., a California Corporation (“Consultant”).

March 31, 2006 Liolios Group, Inc.
Public Relations Agreement • April 7th, 2006 • Spescom Software Inc • Services-computer integrated systems design
W I T N E S S E T H:
Convertible Preferred Stock Purchase Agreement • July 17th, 1997 • Altris Software Inc • Services-computer integrated systems design • California
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SPESCOM SOFTWARE
Spescom Software Inc • May 16th, 2005 • Services-computer integrated systems design
DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • October 10th, 2003 • Altris Software Inc • Services-computer integrated systems design • California

This Debt Conversion Agreement (the “Agreement”), is entered into as of September 30, 2003 (the “Effective Date”) by and between Altris Software, Inc., a California corporation (the “Company”), Spescom Limited, a corporation organized under the laws of South Africa (“Spescom”), and Spescom Ltd., a United Kingdom corporation (“Spescom UK”), who agree as follows:

DATED September 29, 2006
Spescom Software Inc • December 26th, 2006 • Services-computer integrated systems design
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 16th, 2006 • Spescom Software Inc • Services-computer integrated systems design • California

AGREEMENT dated as of March 10, 2006, between Monarch Pointe Fund, Ltd. (“Monarch”), Mercator Momentum Fund III, L.P. (“MMF”) and M.A.G. CAPITAL, LLC (“MAG”) (Monarch, MMF and MAG are referred to individually as a “Holder” and collectively as the “Holders”), and Spescom Software Inc., a California corporation (the “Company”).

INDEX TO LEASE
Lease • November 23rd, 2001 • Altris Software Inc • Services-computer integrated systems design • California

THIS LEASE is made as of the 1st day of March, 2001, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called "Landlord," and ALTRIS SOFTWARE, INC., a California corporation, hereinafter called "Tenant."

SECURITY AGREEMENT
Security Agreement • May 15th, 2002 • Altris Software Inc • Services-computer integrated systems design • California

This Security Agreement (“Agreement”) is executed as of February 15, 2002 between Altris Software, Inc., a California corporation (“Debtor”) and Spescom Limited, a United Kingdom corporation (“Spescom UK”) and Spescom Limited, a South African corporation (“Spescom SA” and collectively with Spescom UK, the “Secured Parties”), who agree as follows:

RECITALS
Release Agreement • June 1st, 1999 • Altris Software Inc • Services-computer integrated systems design • California
SPESCOM SOFTWARE LIMITED (Registered number 2253256) (the “Company”)
Spescom Software Limited • January 4th, 2006 • Spescom Software Inc • Services-computer integrated systems design

Facility Letter dated 17 April 2000 (and entered into by Spescom Limited (a company incorporated under the laws of the Republic of South Africa with registered number 1987/001083/06) (the “Borrower”) on 18 April 2000) between the Borrower and the Bank as amended and restated by the First Supplemental Agreement dated 31 May 2002 between the Borrower and the Bank (the “Facility Letter”).

OPTION AGREEMENT
Option Agreement • May 15th, 2007 • Enterprise Informatics Inc • Services-computer integrated systems design • California

This Option Agreement (the “Agreement”) is entered into as of May 9, 2007 (the “Grant Date”) between Enterprise Informatics Inc., a California corporation (the “Company”), having an address for notices at 10052 Mesa Ridge Court, Suite 100, San Diego, California, 92121, and Cappello Capital Corp., a California corporation (the “Optionee”), having an address for notices at 100 Wilshire Boulevard, Suite 1200, Santa Monica, California, 90401, as follows:

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