3,000,000 Shares (1) Common Stock ($.01 par value)Underwriting Agreement • February 8th, 2000 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.10 SERVICES AGREEMENT THIS AGREEMENT (this "Agreement") is made effective as of January 1, 1998 between Juno Online Services, L.P., a Delaware limited partnership ("Juno"), and D. E. Shaw & Co., L.P., a Delaware limited partnership ("DESCO,...Services Agreement • April 23rd, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.3 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT made as of November 20, 2000, between Westgate International, L.P., a Cayman Islands exempted company ("ASSIGNOR") and The Kingston Limited Partnership, a Bermuda...Assignment and Assumption Agreement • November 28th, 2000 • Juno Online Services Inc • Services-computer programming, data processing, etc.
5,000,000 Shares 1/ Common Stock ($.01 par value)Underwriting Agreement • February 4th, 2000 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
RECITALSLoan and Security Agreement • August 16th, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc.
2001 SUPPLEMENTAL PLAN U.S. EMPLOYEE OR CONSULTANT JUNO ONLINE SERVICES, INC. STOCK OPTION AGREEMENT ---------------------- RECITALS -------- A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees and...Stock Option Agreement • February 21st, 2001 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 6, 2000, by and between Juno Online Services, Inc., a Delaware corporation, with offices located at 1540 Broadway, 27th Floor, New York,...Registration Rights Agreement • November 28th, 2000 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 99.6Stock Issuance Agreement • May 25th, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 99.10Automatic Stock Option Agreement • May 25th, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
SOFTBANK MASTER SERVICE AGREEMENT --------------------------------------------- ----------------------------------- CONFIDENTIAL ------------------------------ --------------------------------------------------Master Service Agreement • April 23rd, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • May 25th, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc.
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • May 25th, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc.
Exhibit 10.12c FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated as of the 29th day of February 2000 between Juno Online Services, Inc. (the "Company") and Charles Ardai (the "Employee"). WHEREAS, the Company and...Employment Agreement • May 15th, 2000 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
March 1, 1999 Juno Online Services, Inc. 1540 Broadway 27th Floor New York, New York 10036 Re: PREPAYMENT OF ADVERTISING SERVICES Ladies and Gentlemen: This letter shall serve to set forth the terms of the agreement between Juno Online Services, Inc.,...Prepayment Agreement • April 23rd, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc.
RECITALSRegistration Rights Agreement • April 23rd, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
COMMON STOCK INVESTMENT AGREEMENT BETWEENCommon Stock Investment Agreement • November 28th, 2000 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.15 EMPLOYMENT AGREEMENT AGREEMENT dated as of this 25th day of September, 1998, by and between Juno Online Services, Inc., a Delaware corporation, and Richard Eaton (the "Employee"). For purposes of this Agreement, the term "D. E. Shaw...Employment Agreement • April 23rd, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
RECITALSVoting Agreement • June 12th, 2001 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.14c FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated as of the 29th day of February 2000 between Juno Online Services, Inc. (the "Company") and Mark Moraes (the "Employee"). WHEREAS, the Company and the...Employment Agreement • May 15th, 2000 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.12(b) EMPLOYMENT AGREEMENT AGREEMENT dated as of 26 day of APRIL, 1999, by and between Juno Online Services, Inc., a Delaware corporation ("Company"), and Charles Ardai (the "Employee"). WHEREAS, the Company desires to continue to retain...Employment Agreement • May 7th, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.13(b) EMPLOYMENT AGREEMENT AGREEMENT dated as of the 26th day of April, 1999, by and between Juno Online Services, Inc., a Delaware corporation ("Company"), and Robert H. Cherins (the "Employee"). WHEREAS, the Company desires to continue to...Employment Agreement • May 7th, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.2 EMPLOYMENT AGREEMENT AGREEMENT dated as of the 28th day of March, 2001, by and between Juno Online Services, Inc., a Delaware corporation ("Company"), and Harshan Bhangdia (the "Employee"). WHEREAS, the Company desires to continue to...Employment Agreement • May 11th, 2001 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.5 MARKETING SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") is effective as of the 11th day of December, 1998 (the "Effective Date"), by and between Juno Online Services, L.P. ("Juno"), a Delaware limited partnership, having an address...Marketing Services Agreement • April 23rd, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 99.13 FORM OF STOCK PURCHASE AGREEMENT JUNO ONLINE SERVICES, INC. STOCK PURCHASE AGREEMENT I hereby elect to participate in the 1999 Employee Stock Purchase Plan (the "ESPP") for the offering period specified below, and I hereby subscribe to...Stock Purchase Agreement • May 25th, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc.
Exhibit 10.9 AMENDMENT NO. 1 TO THE DISTRIBUTOR AGREEMENT This Amendment No. 1 (this "Amendment") to the DISTRIBUTOR AGREEMENT (the "Agreement") by and between QWEST COMMUNICATIONS CORPORATION, successor in interest to LCI International Telecom Corp....Distributor Agreement • March 16th, 2001 • Juno Online Services Inc • Services-computer programming, data processing, etc.
Exhibit 10.7 ADDENDUM TO PROMOTIONAL PROGRAM AGREEMENT This Addendum to the Marketing Services Agreement dated September 30, 1998 (the "Agreement"), between Juno Online Services, Inc., a Delaware corporation, as successor in interest to Juno Online...Promotional Program Agreement • March 16th, 2001 • Juno Online Services Inc • Services-computer programming, data processing, etc.
EXHIBIT 10.4 AMENDMENT NO. 1 TO THE COMMON STOCK INVESTMENT AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 (this "Amendment") to both the COMMON STOCK INVESTMENT AGREEMENT and the REGISTRATION RIGHTS AGREEMENT by and between JUNO...Common Stock Investment Agreement and Registration Rights Agreement • March 30th, 2001 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.7 CONFIDENTIAL FINANCIAL SERVICES MARKETING AGREEMENTFinancial Services Marketing Agreement • April 23rd, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc. • Delaware
Exhibit 10.14 EMPLOYMENT AGREEMENT AGREEMENT dated as of the 9th day of March, 2001, by and between Juno Online Services, Inc., a Delaware corporation ("Company"), and Charles Ardai (the "Employee"). WHEREAS, the Company desires to continue to retain...Employment Agreement • March 16th, 2001 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.9 INDIA SERVICES AGREEMENT THIS AGREEMENT (this "Agreement") is made effective as of November 1, 1997 between Juno Online Services, L.P., a Delaware limited partnership ("Juno"), and D. E. Shaw & Co., L.P., a Delaware limited partnership...India Services Agreement • April 23rd, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.4 MARKETING SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") is effective as of the 30th day of September, 1998, by and between Juno Online Services, L.P. ("Juno"), a limited partnership, organized under the laws of the State of...Marketing Services Agreement • April 23rd, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
FORM OF TERMINATION PROTECTION AGREEMENTTermination Protection Agreement • August 14th, 2001 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
THIS TERMINATION PROTECTION AGREEMENT is entered into between Juno Online Services, Inc. (the “Company”) and ___________ (the “Executive”).
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • June 12th, 2001 • Juno Online Services Inc • Services-computer programming, data processing, etc. • Delaware
QWEST LETTERHEAD] Juno Online Services, Inc. 1540 Broadway New York, NY 10036 June 19, 2000Consent to Assignment and Assumption of the Distributor Agreement • March 16th, 2001 • Juno Online Services Inc • Services-computer programming, data processing, etc.
Re: Consent to Assignment and Assumption of the Distributor Agreement by and between Qwest Communications Corporation, successor in interest to LCI International Telecom Corp. ("Qwest") and Juno Online Services, Inc. ("Juno"), dated as of March 1998, as amended (the "Agreement")
EXHIBIT 10.6 DISTRIBUTOR AGREEMENT THIS DISTRIBUTOR AGREEMENT (the "Agreement") is made and entered into this 12th day of 1998 (the "Effective Date") by and between LCI International Telecom Corp., a corporation organized and existing under the laws...Distributor Agreement • April 23rd, 1999 • Juno Online Services Inc • Services-computer programming, data processing, etc. • New York
