Exhibit 2.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into this 13th day of August, 1998, but effective for accounting purposes as of August 1, 1998, by and among (i) KCS COMPUTER SERVICES, INC., a...Stock Purchase Agreement • August 14th, 1998 • Allin Communications Corp • Services-business services, nec • Pennsylvania
Page --- PREAMBLE............................................................. 1 ARTICLE 1 SALE OF STOCK........................................................ 1 ARTICLE 2 CONSIDERATION AND MANNER OF PAYMENT.................................. 1 2.1...Stock Purchase Agreement • October 9th, 1998 • Allin Communications Corp • Services-business services, nec • Illinois
Exhibit 1 ALLIN COMMUNICATIONS CORPORATION (a Delaware corporation) 2,300,000 Shares of Common Stock (Par Value $.01 Per Share) FORM OF UNDERWRITING AGREEMENT ------------------------------ FRIEDMAN, BILLINGS, RAMSEY & COMPANY, INC. as Representatives...Underwriting Agreement • November 1st, 1996 • Allin Communications Corp • Services-business services, nec • Virginia
AGREEMENTService Agreement • November 1st, 1996 • Allin Communications Corp • Services-business services, nec • Florida
Exhibit 2.3 AMENDMENT TO AGREEMENT AND PLAN OF MERGER ----------------------------------------- This Amendment to Agreement and Plan of Merger is made and entered into this 6th day of November, 1998, effective as of August 15, 1998, by and between...Agreement and Plan of Merger • November 12th, 1998 • Allin Communications Corp • Services-business services, nec • Pennsylvania
Exhibit 10.12 The marked portions of this Exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. FIRST AMENDED AND RESTATED AGREEMENT THIS FIRST AMENDED AND RESTATED AGREEMENT (this...Agreement • October 16th, 1996 • Allin Communications Corp • Services-business services, nec • England
SEPARATION AGREEMENT This Separation Agreement (this "Agreement") is made and entered into as of February 4, 1998 by and between Allin Communications Corporation, a Delaware corporation ("Allin"), and R. Daniel Foreman ("Foreman"). WITNESSETH: -----------Separation Agreement • March 27th, 1998 • Allin Communications Corp • Services-business services, nec • Pennsylvania
WITNESSETH: ----------Employment Agreement • August 6th, 1998 • Allin Communications Corp • Services-business services, nec • Pennsylvania
Exhibit 10.14 THE MARKED PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Master Agreement This Master Agreement (this "Agreement") is made as of the 20th day of...Master Agreement • March 30th, 2001 • Allin Corp • Services-computer integrated systems design • Florida
EXHIBIT 1 JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FBR INVESTMENT MANAGEMENT, INC., ERIC F. BILLINGS, AND EMANUEL J. FRIEDMAN WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934 (the...Joint Filing Agreement • December 9th, 2003 • Allin Corp • Services-computer integrated systems design
JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FBR INVESTMENT MANAGEMENT, INC., ERIC F. BILLINGS, AND EMANUEL J. FRIEDMAN
WITNESSETH: -----------Employment Agreement • March 27th, 2002 • Allin Corp • Services-computer integrated systems design • Pennsylvania
PROMISSORY NOTE --------------- $2,000,000.00 August 13, 1998Promissory Note • August 14th, 1998 • Allin Communications Corp • Services-business services, nec
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 9th, 1998 • Allin Communications Corp • Services-business services, nec • Illinois
A N DLoan and Security Agreement • October 9th, 1998 • Allin Communications Corp • Services-business services, nec • Pennsylvania
WITNESSETH: ----------Employment Agreement • March 26th, 1999 • Allin Communications Corp • Services-business services, nec • Pennsylvania
ARTICLE I DEFINITIONSRegistration Rights Agreement • August 14th, 1998 • Allin Communications Corp • Services-business services, nec • Delaware
ARTICLE I DEFINITIONSRegistration Rights Agreement • January 4th, 2001 • Allin Corp • Services-computer integrated systems design • Delaware
Exhibit 10.7 AMENDED AND RESTATED LINE OF CREDIT NOTE -------------------Line of Credit Note • November 1st, 1996 • Allin Communications Corp • Services-business services, nec
WITNESSETH: ----------Employment Agreement • March 30th, 2001 • Allin Corp • Services-computer integrated systems design • Pennsylvania
Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, EXCHANGED, PLEDGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. PROMISSORY...Promissory Note • August 14th, 1998 • Allin Communications Corp • Services-business services, nec
Amendment to Concession AgreementConcession Agreement • November 12th, 1997 • Allin Communications Corp • Services-business services, nec
Exhibit 4.1 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT Dated September 28, 2001Loan and Security Agreement • November 13th, 2001 • Allin Corp • Services-computer integrated systems design
FIRST ADDENDUM TO AGREEMENTAddendum • March 27th, 1998 • Allin Communications Corp • Services-business services, nec
WITNESSETH: ----------Employment Agreement • August 11th, 2000 • Allin Corp • Services-computer integrated systems design • Pennsylvania
RECITALS:Installation Agreement • November 1st, 1996 • Allin Communications Corp • Services-business services, nec • New York
ARTICLE I INTERPRETATION OF THIS AGREEMENTPreemptive Rights Agreement • August 14th, 1998 • Allin Communications Corp • Services-business services, nec • Delaware
Exhibit 10.20 (EDS LETTERHEAD) December 16, 1996 Allin Communications Corporation 300 Greentree Commons 381 Mansfield Avenue Pittsburgh, Pennsylvania 15220 Attention: R. Daniel Foreman Re: Authorization Letter No. 1996-01 Dear Mr. Foreman: This letter...Authorization Letter • March 31st, 1997 • Allin Communications Corp • Services-business services, nec
W I T N E S E T H: -----------------Employment Agreement • November 12th, 1998 • Allin Communications Corp • Services-business services, nec • Pennsylvania
AMENDED AND RESTATED JOINT MARKETING AGREEMENTJoint Marketing Agreement • August 12th, 1997 • Allin Communications Corp • Services-business services, nec • Pennsylvania
AGREEMENTInteractive Television Services Agreement • November 1st, 1996 • Allin Communications Corp • Services-business services, nec • Florida
AMENDMENT TO PROMISSORY NOTE, BUSINESS LOAN AGREEMENT AND SECURITY AGREEMENTPromissory Note, Business Loan Agreement and Security Agreement • January 14th, 2009 • Allin Corp • Services-computer integrated systems design • Pennsylvania
THIS AMENDMENT TO PROMISSORY NOTE, BUSINESS LOAN AGREEMENT AND SECURITY AGREEMENT (“Amendment”) made this 8th day of January, 2009 by and among Allin Corporation, a Delaware corporation, Allin Interactive Corporation, a Delaware corporation, Allin Network Products, Inc., a California corporation, Allin Holdings Corporation, a Delaware corporation, CodeLab Technology Group, Inc., a Delaware corporation, Allin Investment-Delaware, Inc., a Delaware corporation and Allin Investment-Cal, Inc., a Delaware corporation, all with a current mailing address of c/o Allin Corporation, 400 Greentree Commons, 381 Mansfield Avenue, Pittsburgh, Pennsylvania 15220-2751 (collectively, the “Borrower”)
WITNESSETH: -----------Master Agreement • March 31st, 1997 • Allin Communications Corp • Services-business services, nec • Pennsylvania
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • October 3rd, 2007 • Allin Corp • Services-computer integrated systems design • Pennsylvania
DESCRIPTION OF EXISTING INDEBTEDNESS. A Revolving Credit Note dated October 1, 1998, as amended, in the original maximum available principal amount of Five Million & 00/100 Dollars (5,000,000.00), together with a current variable interest rate of S&T Bank Prime plus 1.000% per annum and a current maturity date of September 30, 2007.
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • August 12th, 2004 • Allin Corp • Services-computer integrated systems design • Pennsylvania
DESCRIPTION OF EXISTING INDEBTEDNESS. A revolving line of credit Promissory Note dated October 1, 1998, as amended, in the original maximum available principal amount of Five Million & 00/100 Dollars (5,000,000.00), together with a variable interest rate of S&T Bank Prime plus 1.000% per annum and a current maturity date of September 30, 2004.
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (ASSET BASED)Loan and Security Agreement • September 19th, 2006 • Allin Corp • Services-computer integrated systems design
THIS AGREEMENT made and entered into as of this 6th day of September, 2006 by and between Allin Corporation; Allin Interactive Corporation; Allin Corporation of California DBA: Allin Consulting; Allin Network Products, Inc.; Allin Holdings Corporation; Allin Consulting of Pennsylvania, Inc.; and Codelab Technology Group, Inc., having a business address of 381 Mansfield Ave Suite 400, Pittsburgh, PA 15220-2751, hereinafter “Borrower”;
