0001354488-15-003355 Sample Contracts

SERIES B PREFERRED STOCK VOTING AGREEMENT
Voting Agreement • July 16th, 2015 • Cicero Inc • Services-computer programming services • New York

This Series B Preferred Stock Voting Agreement, dated as of July 15, 2015 (this “Agreement”), by and among Privet Fund LP (“Privet”), John L. Steffens (“Steffens”, and together with Privet, the “Investors”), and Don Peppers (“Peppers” and, together with the Investors, the “Stockholders”).

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STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • July 16th, 2015 • Cicero Inc • Services-computer programming services • Delaware

This Stock and Warrant Purchase Agreement, dated as of July 15, 2015 (this “Agreement”), is made by and between Cicero, Inc., a Delaware corporation, (the “Company”), and each purchaser identified on Schedule I hereto (each a “Purchaser”, and collectively, the “Purchasers”).

Indemnification Agreement
Indemnification Agreement • July 16th, 2015 • Cicero Inc • Services-computer programming services • Delaware

This Indemnification Agreement (the “Agreement”) is made and entered into as of July ____, 2015 between Cicero, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).

CICERO INC. CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
Confidential Information and Invention Assignment Agreement • July 16th, 2015 • Cicero Inc • Services-computer programming services • North Carolina

As a condition of my becoming employed (or my employment being continued) by or retained as a consultant (or my consulting relationship being continued) by Cicero Inc., presently located at 8000 Regency Parkway, Suite 542, Cary, North Carolina 27518, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the "Company"), and in consideration of my employment or consulting relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:

FORM OF VOTING AGREEMENT
Voting Agreement • July 16th, 2015 • Cicero Inc • Services-computer programming services • New York

This Voting Agreement, dated as of July 15, 2015 (this “Agreement”), by and among Privet Fund LP (“Privet”), John L. Steffens (“Steffens”, and together with Privet, the “Stockholders”).

FORM OF INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • July 16th, 2015 • Cicero Inc • Services-computer programming services • New York

This Investor Rights Agreement, dated as of July 15, 2015 (this “Agreement”), by and among Cicero, Inc., a Delaware corporation (the “Company”), Privet Fund LP, a Delaware limited partnership (“Privet”), and John L. Steffens, an individual and a resident of New York (“Steffens”, and together with Privet, the “Investors” and each individually, an “Investor”).

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