0001116502-10-000075 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 20th, 2010 • Cicero Inc • Services-computer programming services • Delaware

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 15, 2010, by and among Cicero Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), the purchaser whose signature appears on the signature pages of this Agreement under the caption “Purchaser” and any additional purchasers of Series B Preferred Stock and Warrants (each as defined below) that become parties to this Agreement in accordance with Section 8(m) hereof (collectively, the “Purchasers”).

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ASSET PURCHASE AGREEMENT BY AND BETWEEN CICERO INC., VERTICAL THOUGHT, INC. AND SOADESK, LLC Dated as of January 15, 2010
Asset Purchase Agreement • January 20th, 2010 • Cicero Inc • Services-computer programming services • New York

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 15, 2010, is between Cicero Inc., a Delaware corporation (“Purchaser”), SOAdesk, LLC, a Delaware limited liability company (“SOAdesk”), and Vertical Thought, Inc., a Georgia corporation (“VTI”; SOAdesk and VTI each a “Seller” and collectively “Sellers”).

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