0001144204-11-022410 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2011 • 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.

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EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2011 • Vertical Computer Systems Inc • Services-prepackaged software • Texas

THIS AGREEMENT (the “Agreement”) dated December 6, 2010 (the “Effective Date”), is entered into by and between Freddy Holder (the “Executive”) and Vertical Computer Systems, Inc. and its subsidiaries and/or affiliates, located at 101 West Renner Rd, Suite 300, Richardson, TX 75082 (the “Company”).

RESTRICTED STOCK AGREEMENT CONFIDENTIAL
Restricted Stock Agreement • April 15th, 2011 • Vertical Computer Systems Inc • Services-prepackaged software • Texas

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into on ____________, 20__, by and between, [NAME OF INDIVIDUAL], an individual residing at [ADDRESS OF INDIVIDUAL] (the “Employee”) and Vertical Computer Systems, Inc., a Delaware corporation, located at_____________________ (“Vertical”).

LICENSE AGREEMENT
License Agreement • April 15th, 2011 • Vertical Computer Systems Inc • Services-prepackaged software • Texas

This LICENSE AGREEMENT (this “Agreement”) is made effective as of January 18, 2011, by and between MICROIDEA SOFTWARE DEVELOPMENT LLC., a Texas Limited Liability Corporation (“Assignor”), and VERTICAL COMPUTER SYSTEMS, INC. (“Vertical”), a Delaware corporation with reference to the following:

AGREEMENT
Loan Agreement • April 15th, 2011 • Vertical Computer Systems Inc • Services-prepackaged software • California

THIS AGREEMENT made as of the 13th day of February, 2006, by and among Tara Financial Services, Inc., a California corporation, (“Lender”), NOW Solutions, Inc., a Delaware corporation, ( “Borrower”), Vertical Computer Systems, Inc., a Delaware corporation, (“Vertical”), Robert Farias, an individual, (“Farias”), and Robert Mokhtarian, an individual, (“Mokhtarian”).

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