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
AGREEMENTAgreement • November 1st, 1996 • Allin Communications Corp • Services-business services, nec • Florida
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 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
WITNESSETH: ----------Employment Agreement • August 6th, 1998 • Allin Communications Corp • Services-business services, nec • Pennsylvania
Exhibit 10.12 THE MARKED PORTIONS OF THIS AGREEMENT 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 • November 1st, 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
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
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
A N DLoan and Security Agreement • October 9th, 1998 • Allin Communications Corp • Services-business services, nec • Pennsylvania
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 26th, 1999 • Allin Communications Corp • Services-business services, nec • Pennsylvania
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 9th, 1998 • Allin Communications Corp • Services-business services, nec • Illinois
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...Allin Communications Corp • August 14th, 1998 • Services-business services, nec
WITNESSETH: -----------Employment Agreement • March 27th, 2002 • Allin Corp • Services-computer integrated systems design • Pennsylvania
Exhibit 10.7 AMENDED AND RESTATED LINE OF CREDIT NOTE -------------------Allin Communications Corp • November 1st, 1996 • Services-business services, nec
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
WITNESSETH: ----------Employment Agreement • March 30th, 2001 • Allin Corp • Services-computer integrated systems design • Pennsylvania
Exhibit 10.16 THE MARKED PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. CONCESSION AGREEMENT -------------------- THIS CONCESSION AGREEMENT ("Agreement") is made...Concession Agreement • November 1st, 1996 • Allin Communications Corp • Services-business services, nec • Florida
WITNESSETH: ----------Employment Agreement • August 11th, 2000 • Allin Corp • Services-computer integrated systems design • Pennsylvania
PROMISSORY NOTE --------------- $2,000,000.00 August 13, 1998Allin Communications Corp • August 14th, 1998 • Services-business services, nec
ARTICLE I INTERPRETATION OF THIS AGREEMENTPreemptive Rights Agreement • August 14th, 1998 • Allin Communications Corp • Services-business services, nec • Delaware
RECITALS:Installation Agreement • November 1st, 1996 • Allin Communications Corp • Services-business services, nec • New York
Amendment to Concession AgreementAllin Communications Corp • November 12th, 1997 • Services-business services, nec
AMENDED AND RESTATED JOINT MARKETING AGREEMENTJoint Marketing Agreement • August 12th, 1997 • Allin Communications Corp • Services-business services, nec • Pennsylvania
A N DNote and Loan and Security Agreement • November 12th, 1999 • Allin Corp • Services-computer integrated systems design • Pennsylvania
W I T N E S E T H: -----------------Employment Agreement • November 12th, 1998 • 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.
WITNESSETH: -----------Master Agreement • March 31st, 1997 • Allin Communications Corp • Services-business services, nec • Pennsylvania
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”;
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2005 • Allin Corp • Services-computer integrated systems design
This amendment is made and entered into as of this 7th day of July 2005 by and between Allin Corporation, a Delaware corporation (“Employer”) and Richard W. Talarico (“Employee”), a resident of Pennsylvania.
THE MARKED PORTIONS OF THIS AMENDMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENTTelevision System Agreement • March 26th, 2004 • Allin Corp • Services-computer integrated systems design
