Unassociated Document


    EXHIBIT
      10.1

    
       

      FOLDERA,
        INC.

    

    2952
      Daimler Street

    Santa
      Ana, California 92705

     

    July
      14,
      2008        

     

    Vision
      Opportunity Master Fund, Ltd.

    20
      West
      55th
      Street,
      5th
      Floor

    New
      York,
      New York 10019

     

    
      	
              Re:

            	
              Debenture
                Prepayment and Conversion Letter
                Agreement

            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to the Securities Purchase Agreement, dated as of December 7, 2007
      (the
“Securities
      Purchase Agreement”),
      between Foldera, Inc. (the “Company”)
      and
      Vision Opportunity Master Fund, Ltd. (“Vision”).
      All
      capitalized terms used in this letter agreement which are not defined herein
      shall have the same meaning as in the Securities Purchase
      Agreement.

     

    The
      Company, having pursued multiple alternatives in an attempt to turnaround the
      Company’s existing workflow software business, is engaged in certain ongoing
      negotiations with Vision with respect to financing the continuation of the
      Company’s operations. As part of such negotiations, the Company is contemplating
      the possible (i) sale of its capital stock (or similar convertible securities)
      or assets to a third party (in one or a series of transactions) or (ii) the
      acquisition by the Company (by way of a merger, or otherwise) of another ongoing
      business (in one or a series of transactions) with the result of a possible
      change of control and/or business direction of the Company (any such event,
      a
“Contemplated
      Transaction”).
      

     

    Notwithstanding
      the terms of any Transaction Document to the contrary, and subject to compliance
      by the parties with the provisions of this letter agreement, the parties hereby
      agree as follows:

     

    1. Prepayment
      of Debenture.
      On the
      date of execution of this letter agreement by the parties (the “Effective
      Date”),
      the
      Company shall prepay $400,000 in principal amount of the existing Debenture,
      minus $20,000 in accrued and paid interest thereon. Such principal prepayment,
      minus interest, therefore totaling $380,000, shall be made by wire transfer
      of
      immediately available funds to an account designated by Vision.

     

    2. Conversion
      of Remaining Debenture.
      Vision
      will convert the entire remaining outstanding principal amount of the Debenture,
      $620,000, plus accrued but unpaid interest, into shares of Common Stock of
      the
      Company (“Company
      Common Stock”)
      (in
      which event the redemption procedures set forth in Sections 6(a) and 6(b) of
      the
      Debenture shall apply) at a target conversion price of $0.35 per share. The
      Company agrees to immediately issue in the name of Vision 1,771,429 shares
      of
      Company Common Stock, with all appropriate transfer taxes paid, if any, at
      the
      expense of the Company. Upon prepayment of a portion of the Debenture pursuant
      to the terms of Section 1 above and conversion of the remaining portion of
      the
      Debenture pursuant to the terms of this Section 2, Vision shall mark the
      original Debenture as “cancelled” and “paid in full,” and shall return same to
      the Company.

     

    
      
         

      

      
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    3. Warrant
      Conversion.
      The
      Warrants currently held by Vision entitling Vision to acquire 8,258,378 shares
      of Common Stock at a target price of $0.35 per share, are hereby exchanged
      for
      825,838 shares of Company Common Stock. The Company agrees to immediately issue
      in the name of Vision such 825,838 shares of Company Common Stock, with all
      appropriate transfer taxes paid, if any, at the expense of the Company. Vision
      acknowledges that the Company, after fulfilling its obligations contemplated
      by
      this Agreement, has no further obligation or commitment to issue shares of
      Company Common Stock to Vision. 

     

    4. Waiver
      of Warrant Anti-Dilution Provisions.
      Vision
      hereby waives any and all anti-dilution provisions in the Warrants (including
      all adjustment provisions) with respect to Company Common Stock issued. The
      Company hereby represents that all Warrants have been exercised or their
      anti-dilution provisions have been waived and that there are no rights with
      respect to anti-dilution under any convertible securities.

     

    5. Termination
      of Security Agreement.
      The
      parties hereby agree that the Security Agreement, dated December 7, 2007,
      entered into with the Company is hereby terminated, rendered null, void and
      is
      of no further force and effect.

     

    6. Termination
      of Lock-Up Agreements.
      The
      parties hereby agree that each of the Lock-Up Agreements entered into with
      the
      executive officers and directors of the Company in December 2007 is hereby
      terminated and is of no further force and effect.

     

    7. SECP
      Fees.
      On the
      Effective Date, Vision shall assume, and agree to pay in full, fees and charges
      in the amount of $24,000 owed by the Company to SECP, an investment banking
      firm
      retained by the Company in connection with one of the Contemplated
      Transactions.

     

    8. Support
      for Various Actions in connection with Contemplated Transaction

     

    (a) Vision
      agrees to support, and vote its Company Common Stock in favor of, a proposal
      to
      amend the Company’s articles of incorporation to effect a reverse stock split of
      the outstanding shares of Company Common Stock at a ratio of up to 1-for-10
      shares (with the exact ratio to be determined by the Company’s board of
      directors).

     

    (b) Vision
      agrees to support, and vote its Company Common Stock in favor of, a proposal
      to
      amend the Company’s 2005 Stock Option Plan increasing the number of shares of
      Company Common Stock reserved for issuance thereunder to a number equal to
      up to
      80% of the outstanding shares of Company Common Stock (with the exact number
      of
      shares to be determined by the Company’s board of directors).

     

    (c) Vision
      agrees to support, and vote its Company Common Stock in favor of, a proposal
      to
      amend the Company’s articles of incorporation to change the corporate name of
      the Company to one that is consistent with the Company’s future business in the
      event of a Contemplated Transaction (with the exact name to be determined by
      the
      Company’s board of directors).

     


    
      
         

      

      
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    9. Lock-up
      Agreements.
      For six
      (6) months commencing on the Effective Date, Vision (together with all of the
      Company’s executive officers, directors and other affiliates) will not, directly
      or indirectly, publicly offer, sell, contract to sell, hypothecate, pledge
      or
      otherwise dispose of (or enter into any transaction which is designed to, or
      might reasonably be expected to, result in the disposition (whether by actual
      disposition or an effective economic disposition due to cash settlement or
      otherwise, but other than to an affiliate of Vision) (each, a “Disposition”)
      any
      shares of Company Common Stock beneficially owned on the Effective Date
      (including shares of Company Common Stock acquired pursuant to this Agreement),
      without the prior written consent of the Company. Following the initial six
      (6)
      month period, for each 30-day period, Vision may make a Disposition of a number
      of shares of Company Common Stock representing the number of shares of Company
      Common Stock that, in each case, is equal to (or less than) the Disposition
      Limitation. For purposes hereof, the “Disposition
      Limitation”
means
      1/12 of the shares of Company Common Stock then owned by Vision (or, as the
      case
      may be, its executive officers, directors or other affiliates). The Disposition
      Limitation shall expire 18 months after the Effective Date. Beneficial ownership
      shall be calculated in accordance with Section 13(d) of the Securities Exchange
      Act. In order to enforce this covenant, the Company shall impose irrevocable
      stop-transfer instructions preventing its transfer agent from effecting any
      actions in violation of this Section 9. 

     

    10. Representations.
      Each of
      the parties hereto represents severally and as to itself only that this letter
      agreement has been duly authorized, executed and delivered by it and, assuming
      the due authorization, execution and delivery of this letter agreement by the
      other party hereto, constitutes its legal, valid and binding obligation,
      enforceable against it in accordance with its terms, except to the extent that
      enforceability (x) may be limited by bankruptcy, insolvency or other similar
      laws affecting or relating to the enforcement of creditors’ rights generally and
      (y) is subject to general principles of equity (whether such enforceability
      is
      considered in a proceeding in equity or at law).

     

    11. General
      Provisions.
      This
      letter agreement (a) constitutes the entire understanding of the parties hereto
      with respect to its subject matter, (b) supersedes all prior agreements and
      understandings between the parties with respect to its subject matter, (c)
      may
      be executed in any number of counterparts, each of which shall be deemed to
      be
      an original, but all of which together shall constitute one instrument, (d)
      shall be governed by and construed in accordance with the laws of the State
      of
      New York, and (e) shall inure to the benefit of and shall be binding upon the
      parties hereto and their respective successors and assigns.

     


    
      
         

      

      
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    If
      the
      foregoing correctly sets forth our agreement, please acknowledge your acceptance
      of the terms of this letter agreement by signing and returning a copy of this
      letter agreement to the undersigned.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              FOLDERA,
                INC.

            
	 	 	 
	 	
              By:

            	
              /s/Hugh
                Dunerley                                     
                

            
	 	 	
              Hugh
                Dunkerley

            
	 	 	
              President
                and Chief Executive Officer

            


    

     

    Agreed
      to
      and Accepted by:

     

    VISION
      OPPORTUNITY MASTER FUND, LTD.

     

    By:
      /s/Adam
      Benowitz                                     


          
      Adam Benowitz

          
      Portfolio Manager

     

    
      
         

      

      
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