EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2007 • Vertical Computer Systems Inc • Services-prepackaged software • California
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 its affiliates, with its principal place of business at 6336 Wilshire Blvd. Los Angeles, California 90048. This Agreement may be unilaterally transferred to an affiliate of the Company, without economic detriment to the Employee.
ContractCommon Stock Purchase Warrant • April 17th, 2007 • Vertical Computer Systems Inc • Services-prepackaged software
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 ARE NOT COVERED BY A REGISTRATION STATEMENT UNDER THE ACT OR REGISTRATION UNDER STATE SECURITIES LAWS. THIS SECURITY HAS BEEN ACQUIRED, AND SUCH SHARES OF COMMON STOCK MUST BE ACQUIRED, FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 17th, 2007 • Vertical Computer Systems Inc • Services-prepackaged software • California
To induce you to make a loan of U.S. $25,000.00 to Vertical Computer Systems as evidenced by its Promissory Note by and between Vertical Computer Systems, Inc., a Delaware corporation (“Company”) and you in that amount dated the date of this Stock Pledge Agreement (the “Agreement”), bearing interest at the rate of twelve percent (12%) per annum, and payable to your order on August 16, 2001 (the "Note", which term will include any amendments thereto and substitutions therefor), and in consideration of your making said loan, and to secure payment of all amounts owing under the Note and this Agreement and performance of all of our other obligations under the Note and under this Agreement, we, the undersigned, Mountain Reservoir Corporation (“Pledgor”), hereby pledge to you and grant you a security interest in Ten Million (10,000,000) shares of Vertical Computer Systems common stock.
PROMISSORY NOTEPromissory Note • April 17th, 2007 • Vertical Computer Systems Inc • Services-prepackaged software • California
WHEREAS Vertical agreed to purchase from Paradigm Sales, Inc., 520 South Grand, 7th Floor, Los Angeles, CA 90071, (“Paradigm”) certain property of Adhesive Software (the “Property”), a Texas corporation, which Paradigm intends to acquire through bank foreclosure sale by Silicon Valley Bank (the “Bank”), pursuant to the terms and conditions set forth in the Asset Purchase Agreement, dated October 31, 2001.
ASSET PLEDGE AGREEMENTAsset Pledge Agreement • April 17th, 2007 • Vertical Computer Systems Inc • Services-prepackaged software • California
To induce you ________________, a Texas resident, ________________ (hereinafter “You”), to provide the services to facilitate the sale of that certain property of Adhesive Software, Inc. pursuant to the Service Agreement, dated, October 31, 2001, to us as evidenced by our Promissory Note by and between VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation (“Company”) and you in that amount dated the date of this Agreement (hereinafter the “Asset Pledge Agreement”), and payable to your order pursuant to the schedule set forth therein (the "Note", which term will include any amendments thereto and substitutions therefor), and in consideration of your services in facilitating the sale of that certain property of Adhesive Property pursuant to the Services Agreement, and to secure payment of all amounts owing under the Note and this Asset Pledge Agreement and performance of all of our other obligations under the Note and under this Asset Pledge Agreement, the undersigned hereby pledge to
