ARTICLE IVoting Agreement • June 30th, 1999 • Abovenet Communications Inc • Services-computer integrated systems design • Delaware
1 Exhibit 10.12 LOAN AND SECURITY AGREEMENT ABOVENET COMMUNICATIONS INC.Loan and Security Agreement • September 10th, 1998 • Abovenet Communications Inc
COMMON STOCKUnderwriting Agreement • April 14th, 1999 • Abovenet Communications Inc • Services-computer integrated systems design • New York
RECITALSLease Agreement • September 10th, 1998 • Abovenet Communications Inc
1 EXHIBIT 4.5 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER...Warrant Agreement • September 10th, 1998 • Abovenet Communications Inc • California
1 Exhibit 99.1 WRITTEN COMPENSATION AGREEMENT WITH SHERMAN TUAN THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE...Incentive Stock Option Agreement • December 21st, 1998 • Abovenet Communications Inc • Services-computer integrated systems design
SHAREHOLDERS AGREEMENT RELATING TO ABOVENET UK LIMITED -------------------------------------------------- TARLO LYONS Watchmaker Court 33 St. John's Lane London EC1M 4DB Tel: 0171-405 2000 Fax: 0171-814 9423 Ref: RLH/RAC/334107 CONTENTSShareholder Agreement • April 7th, 1999 • Abovenet Communications Inc • Services-computer integrated systems design • London
1 EXHIBIT 10.28 [LETTERHEAD FOR TRANSAMERICA BUSINESS CREDIT] Kevin M. Hourigan Controller AboveNet Communications, Inc. 50 W. San Fernando Street #1010 San Jose, CA 95113 Dear Kevin: Transamerica Business Credit Corporation - Technology Finance...Loan Agreement • October 21st, 1998 • Abovenet Communications Inc • Services-computer integrated systems design
DEFINITIONSLease Agreement • April 7th, 1999 • Abovenet Communications Inc • Services-computer integrated systems design • New York
1 EXHIBIT 10.36 SHAREHOLDERS AGREEMENT entered into by and between Raiffeisen Rechenzentrum Ges.m.b.H having its registered offices at 1020 Vienna, Hollandstrasse 11-13 (hereinafter referred to as "RRZ") and AboveNet Communications, Inc. having its...Shareholders Agreement • April 7th, 1999 • Abovenet Communications Inc • Services-computer integrated systems design
Section Heading ------- ------- 2.3 Option to Lease Expansion Areas 2.4 Tenant Improvements 4 2.5 Right of First Offer 3.2 Options to Extend Lease Term 4.1 Delay in Construction and Delivery 4.2 Tenant's Rights 4.4 Tenant Inducements 5.1 Base Rent;...Sublease Agreement • September 10th, 1998 • Abovenet Communications Inc
LEASELease • December 7th, 1998 • Abovenet Communications Inc • Services-computer integrated systems design • California
1 EXHIBIT 10.9 STOCK OPTION AGREEMENT AGREEMENT dated as of November 10, 1997 by and between AboveNet Communications, Inc., a California corporation, with principal offices located at 50 West San Fernando Street, Suite #1010, San Jose, California...Stock Option Agreement • September 10th, 1998 • Abovenet Communications Inc • California
OFFICE LEASEOffice Lease • September 10th, 1998 • Abovenet Communications Inc • California
VOTING AGREEMENTVoting Agreement • June 30th, 1999 • Abovenet Communications Inc • Services-computer integrated systems design • Delaware
1 EXHIBIT 2.1Asset Purchase Agreement • July 6th, 1999 • Abovenet Communications Inc • Services-computer integrated systems design • California
EXHIBIT 10.29 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of October 26, 1998, by and between Abovenet Communications, Inc. ("Borrower") and Silicon Valley Bank ("Bank"). 1. DESCRIPTION OF EXISTING INDEBTEDNESS:...Loan Modification Agreement • November 16th, 1998 • Abovenet Communications Inc • Services-computer integrated systems design
1- 2 percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover...Underwriting Agreement • December 7th, 1998 • Abovenet Communications Inc • Services-computer integrated systems design • New York
1 EXHIBIT 10.13 MASTER LOAN AND SECURITY AGREEMENT THIS AGREEMENT dated as of May 22, 1998, is made by AboveNet Communications, Inc. (the "Borrower"), a California corporation having its principal place of business and chief executive office at 50 W....Loan Agreement • September 10th, 1998 • Abovenet Communications Inc • Illinois
1 EXHIBIT 4.3 ABOVENET COMMUNICATIONS INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT SEPTEMBER 4, 1998 TABLE OF CONTENTSInvestors' Rights Agreement • September 10th, 1998 • Abovenet Communications Inc • California
1 Exhibit 99.2 WRITTEN COMPENSATION AGREEMENT WITH WARREN J. KAPLAN Employment Agreement EMPLOYMENT AGREEMENT, dated as of November 10, 1997, between AboveNet Communications, Inc., a corporation organized under the laws of the State of California...Employment Agreement • December 21st, 1998 • Abovenet Communications Inc • Services-computer integrated systems design • California
WARRANT TO PURCHASE COMMON STOCK OF ABOVENET COMMUNICATIONS INC.Warrant Agreement • September 10th, 1998 • Abovenet Communications Inc • California
18th Floor SECOND AMENDMENT TO LEASELease • September 10th, 1998 • Abovenet Communications Inc
COMMON STOCKUnderwriting Agreement • April 27th, 1999 • Abovenet Communications Inc • Services-computer integrated systems design • New York
EXHIBIT 2.2 AMENDMENT ONE TO ASSET PURCHASE AGREEMENT Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules to this Amendment One to Asset Purchase Agreement have been omitted. Such exhibits and schedules will be submitted to the...Asset Purchase Agreement • July 6th, 1999 • Abovenet Communications Inc • Services-computer integrated systems design
AGREEMENT AND PLAN OF MERGER OF ABOVENET COMMUNICATIONS INC., A DELAWARE CORPORATION AND ABOVENET COMMUNICATIONS INC., A CALIFORNIA CORPORATIONMerger Agreement • September 10th, 1998 • Abovenet Communications Inc
-------------------------------- COMMON STOCK COMMON STOCK SHARES SHARES ABOV THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR IN BOSTON, MA OR NEW YORK, NY CERTAIN DEFINITIONS -------------------------------- -------------------------------- THIS...Stock Certificate • November 16th, 1998 • Abovenet Communications Inc • Services-computer integrated systems design
Mr. David Rand May 19, 1998 15864 Highland Drive San Jose, CA 95127-1743 Dear David: This letter sets forth the basic terms and conditions of your employment with AboveNet Communications, Inc., a California corporation ("AboveNet") effective May 1,...Employment Agreement • September 10th, 1998 • Abovenet Communications Inc • California
10TH FLOORLease • September 10th, 1998 • Abovenet Communications Inc
1 EXHIBIT 10.34 [LOGO GLOBAL CROSSING] March 23, 1999 Mr. Dave Rand CTO AboveNet Communications 50 W. San Fernando St. #1010 San Jose, CA 95113 USA Dear Mr. Rand: This letter confirms our understanding with respect to the sale by Global Crossing...Capacity Purchase Agreement • April 29th, 1999 • Abovenet Communications Inc • Services-computer integrated systems design
INDEFEASIBLE RIGHT OF USE AGREEMENT IN INLAND CAPACITY (United Kingdom)Indefeasible Right of Use Agreement • February 11th, 1999 • Abovenet Communications Inc • Services-computer integrated systems design
AMENDMENT THREE TO GOODNET NETWORK ACCESS AGREEMENT BETWEEN WINSTAR WIRELESS, INC. AND ABOVENET COMMUNICATIONS, INC.Network Access Agreement • May 14th, 1999 • Abovenet Communications Inc • Services-computer integrated systems design
I. THE LEASEMaster Agreement to Lease Equipment • November 6th, 1998 • Abovenet Communications Inc • Services-computer integrated systems design • California
1 EXHIBIT 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of ___________, 199__, between ABOVENET COMMUNICATIONS INC., a Delaware corporation ("the Company"), and _____________________ ("Indemnitee")....Indemnification Agreement • September 10th, 1998 • Abovenet Communications Inc • Delaware
EXHIBIT 10.27 FIBER OPTIC PRIVATE NETWORK AGREEMENT Product Order This Product Order ("Product Order") together with the Exhibits and the General Terms and Conditions attached hereto constitute the Fiber Optic Private Network Agreement ("Agreement")...Fiber Optic Private Network Agreement • November 16th, 1998 • Abovenet Communications Inc • Services-computer integrated systems design • New York
