EXHIBIT 10.48 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August ___, 2001 by and between VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation, with its principal office located at 6336 Wilshire...Registration Rights Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • New York
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 10.72 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") effective the first day of December 2001 entered into by and between Richard Wade ("Executive") and Vertical Computer Systems, Inc., a Delaware corporation ("the Company") or any of...Employment Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • California
EXHIBIT 10.45 ------------- SECURITIES PURCHASE AGREEMENT ----------------------------- THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of August ___, 2001, by and among VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation, with...Securities Purchase Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • New York
Exhibit 10.69 STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 20th, 2002 • 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 10.80 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 1 of 5Vertical Computer Systems Inc • May 20th, 2002 • Services-business services, nec • California
EXHIBIT 10.54 OPTION AGREEMENTOption Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • Texas
Exhibit 10.74 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...Vertical Computer Systems Inc • May 20th, 2002 • Services-business services, nec
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
EXHIBIT 10.50 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...Vertical Computer Systems Inc • May 20th, 2002 • Services-business services, nec
Exhibit 10.73 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...Vertical Computer Systems Inc • May 20th, 2002 • Services-business services, nec
EXHIBIT 10.41 EQUITY LINE OF CREDIT AGREEMENT ------------------------------- AGREEMENT dated as of the ___ day of August 2001, (the "Agreement") between CORNELL CAPITAL PARTNERS, L.P., a limited partnership (the "Investor") and VERTICAL COMPUTER...Credit Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • New York
Exhibit 10.70 STOCK PLEDGE AGREEMENT October 31, 2001 Robert Farias 3436 Verdugo Road, Suite 250 Glendale, CA 91208 Dear Robert, In consideration for the loan you, Robert Farias, a Texas resident, agreed to make to Vertical Computer Systems, Inc....Stock Pledge Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec
Exhibit 10.78 REIMBURSEMENT AND INDEMNITY AGREEMENT This Agreement, dated January 15, 2002, is by and between Mountain Reservoir Corporation ("MRC") and Vertical Computer Systems, Inc. ("VCSY"). WHEREAS, VCSY has agreed to reimburse and indemnify MRC...Reimbursement and Indemnity Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec
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:...Vertical Computer Systems Inc • May 20th, 2002 • Services-business services, nec
Exhibit 10.66 ASSET PLEDGE AGREEMENTAsset Pledge Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • California
EXHIBIT 10.62 SMA & VCSY AMENDMENTS --------------------- This memorandum of agreement, dated, January 15, 2002, shall confirm and amend the following terms with respect to Vertical Computer Systems ("VCSY") and Strategic Media Alliance ("SMA") in...Vertical Computer Systems Inc • May 20th, 2002 • Services-business services, nec
CONSULTING AGREEMENT -------------------- ________________, 2001 This will confirm the arrangements, terms and conditions, whereby Yorkville Advisors Management, LLC. (the "CONSULTANT") has been retained by Vertical Computer Systems, Inc. (the...Consulting Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec
EXHIBIT 10.63 MEMORANDUM OF AGREEMENT This memorandum confirms an agreement between VERTICAL COMPUTER SYSTEMS ("VCSY") and STRATEGIC MEDIA ALLIANCE, INC. "SMA"), with respect to WORLDBRIDGE WEBCASTING LLC. and VCSY's obligations to SMA. 1. VCSY's...Memorandum of Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec
Exhibit 10.64 SERVICE AGREEMENT ----------------- This agreement (the "Service Agreement"), dated October 31, 2001 is by and between Vertical Computer Systems, Inc., 6336 Wilshire Blvd, Los Angeles, CA 90048, ("Vertical") and Robert Farias, a Texas...Service Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • California
EXHIBIT 10.60 REIMBURSEMENT AND INDEMNITY AGREEMENT This Agreement, dated January 15, 2002, is by and between Luiz Claudio Valdetaro Galvao e Mello ("Valdetaro") and Vertical Computer Systems, Inc. ("VCSY"). WHEREAS, VCSY has agreed to reimburse and...Reimbursement and Indemnity Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec
Exhibit 10.67 October 31, 2001 Robert Farias 3436 Verdugo Road, Suite 250 Glendale, CA 91208 Dear Robert, With respect to the loan you, Robert Farias, a Texas resident, agreed to make to Vertical Computer Systems, Inc. ("VCSY") in the amount of...Vertical Computer Systems Inc • May 20th, 2002 • Services-business services, nec
With respect to the loan you, Robert Farias, a Texas resident, agreed to make to Vertical Computer Systems, Inc. ("VCSY") in the amount of $200,000 (the "Loan") on the terms set forth in the Promissory Notes and the Stock Pledge Agreement, you will immediately pay $100,000 directly to VCSY (the "First Installment") and deposit another $100,000 or cause to be deposited or credited concurrently with the transfer of the property (the "Second Installment") by November 7, 2001 to the account of Paradigm Sales, Inc. ("Paradigm") to be set aside for the purchase of certain assets of Adhesive Software by VCSY from Paradigm Sales, as set forth in the Asset Purchase Agreement, between VCSY and Paradigm, dated October 31, 2001. In the event that Paradigm is unable to make an effective transfer of the assets pursuant to the Asset Purchase Agreement, then the Second Installment of $100,000 shall not be transferred to us and only the first Promissory Note in the amount of $100,000 shall be valid and
EXHIBIT 10.61 VALDETARO STOCK PLEDGE AGREEMENTValdetaro Stock Pledge Agreement • May 20th, 2002 • Vertical Computer Systems Inc • Services-business services, nec • California
