0001178913-07-002778 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 19th, 2007 • Futureit, Inc. • Delaware

This Indemnification Agreement (this “Agreement”) is made and entered into as of the ___ day of December 2007 by and between FutureIT, Inc., a Delaware corporation (the “Corporation”), and ___________(“Indemnitee”).

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LOAN AGREEMENT Made as of the 26th day of January, 2007 by and among FutureIT, Inc. and The Lenders listed therein
Loan Agreement • December 19th, 2007 • Futureit, Inc. • Delaware

THIS LOAN AGREEMENT (this “Agreement”) made as of the 26th day of January, 2007, by and among FutureIT, Inc., a Delaware Corporation, (the “Company”), and the persons and entities identified in Schedule 1 attached hereto (each a “Lender” and collectively the “Lenders”).

OPTION AGREEMENT
Option Agreement • December 19th, 2007 • Futureit, Inc.

THIS OPTION AGREEMENT (this “Agreement”) is made this 8th day of January, 2007 between FutureIT, Inc., a Delaware Corporation (“INC”), FutureIT Ltd., an Israeli company (the “Company”), and Omer Nirhod, an Israeli citizen (“Omer”) and Shamad Orlan Ltd., an Israeli company (“Shamad” and together with Omer, the “Shareholders”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 19th, 2007 • Futureit, Inc. • New York

THIS SUBSCRIPTION AGREEMENT, dated as of ________, 2007, is entered into by and between FUTUREIT, INC., a Delaware corporation (the “Company”), and the persons or entities listed on Schedule 1 hereof (the “Purchaser,” and collectively, the “Purchasers”).

EXHIBIT B ESCROW AGREEMENT
Escrow Agreement • December 19th, 2007 • Futureit, Inc. • New York

ESCROW AGREEMENT dated as of this __ day of May 2007, by and among FUTUREIT, INC., a Delaware corporation (the “Company”), AMERICAN STOCK TRANSFER & TRUST COMPANY, a financial institution chartered under the laws of the State of New York (the “Agent”) and J.H DARBIE & CO., INC., a [Delaware] corporation (the “Placement Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 19th, 2007 • Futureit, Inc. • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of ____________, 2007 (this “Agreement”), is made by and between FUTUREIT, INC, a Delaware corporation (the “Company”), and the holders of Common Stock of the Company set forth on Schedule 1 annexed hereto (each a “Purchaser” and collectively, the “Purchasers”).

SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT
Subscription Agreement • December 19th, 2007 • Futureit, Inc. • New York

THIS SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”), dated as of _____ ___, 2007, is entered into by and between FUTUREIT, INC., a Delaware corporation (the “Company”), and the persons or entities listed on Schedule 1 hereof (the “Purchaser” and collectively, the “Purchasers”).

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 19th, 2007 • Futureit, Inc. • New York

THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the “Amendment”), dated as of ______ ___, 2007, is entered into by and between FUTUREIT, INC., a Delaware corporation (the “Company”), and the holders of stock of the Company set forth on Schedule 1 hereof (the “Purchaser” and collectively, the “Purchasers”).

Loan Agreement Signed in Lod on December, 31st 2006
Loan Agreement • December 19th, 2007 • Futureit, Inc.

And as the Lender is prepared to lend to the Company the loan amount hereinafter with the conditions specified in this agreement;

SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 19th, 2007 • Futureit, Inc. • New York

THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the “Amendment”), dated as of October ___, 2007, is entered into by and between FUTUREIT, INC., a Delaware corporation (the “Company”), the holders of stock of the Company set forth on Schedule 1 hereof (the “Purchaser” and collectively, the “Purchasers”) and DataSafe Group, Ltd., an Israeli corporation.

AMENDMENT TO SUBSCRIPTION AGREEMENT
Subscription Agreement • December 19th, 2007 • Futureit, Inc. • New York

THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”), dated as of _______, 2007, is entered into by and between FUTUREIT, INC., a Delaware corporation (the “Company”), and the persons or entities listed on Schedule 1 hereof (the “Purchaser” and collectively, the “Purchasers”).

AMENDMENT TO ESCROW AGREEMENT
Escrow Agreement • December 19th, 2007 • Futureit, Inc.

AMENDMENT TO ESCROW AGREEMENT (the “Amendment”) dated as of this _ day of October 2007, by and among FUTUREIT, INC., a Delaware corporation (the “Company”), AMERICAN STOCK TRANSFER & TRUST COMPANY, a financial institution chartered under the laws of the State of New York (the “Agent”) and J.H DARBIE & CO., INC., a Delaware corporation (the “Placement Agent”).

AMENDMENT NO. 1 (this “Amendment”) dated February 1, 2007 to the BRIDGE LOAN AGREEMENT (the “Agreement”) dated January 26, 2007 By and between FutureIT Inc., a Delaware corporation (the “Company”) and the Lenders listed therein (collectively, the...
1 • December 19th, 2007 • Futureit, Inc.

This Amendment will become effective once signed by the holders of at least sixty six percent (66%) of the principal amount of the outstanding Notes.

THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT
Subscription Agreement • December 19th, 2007 • Futureit, Inc. • New York

THIS THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”), dated as of October ___, 2007, is entered into by and between FUTUREIT, INC., a Delaware corporation (the “Company”), and the persons or entities listed on Schedule 1 hereof (the “Purchaser” and collectively, the “Purchasers”).

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