1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made this 27TH day of March, 1998 by and between U.S. On-Line Cable, L.L.C. ("On-Line Cable"), a Texas limited liability company, and U.S. OnLine...Merger Agreement • May 5th, 1998 • U S Online Communications Inc
AGREEMENTShareholder Agreement • June 25th, 1998 • U S Online Communications Inc • Cable & other pay television services • Delaware
VOTING AGREEMENTVoting Agreement • May 5th, 1998 • U S Online Communications Inc • Delaware
1 EXHIBIT 1.1 FORM OF UNDERWRITING AGREEMENT 3,500,000 Shares of Common Stock U.S. ONLINE COMMUNICATIONS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 1998 • U S Online Communications Inc • Cable & other pay television services • New York
RECITALSAsset Acquisition Agreement • May 5th, 1998 • U S Online Communications Inc • Delaware
1 Exhibit 10.14 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made this __ day of June, 1998 by and between U.S. OnLine Communications, Inc., a Delaware corporation (the "Company"), and U.S. OnLine...Registration Rights Agreement • June 25th, 1998 • U S Online Communications Inc • Cable & other pay television services • Delaware
1 EXHIBIT 10.19 TELECOMMUNICATIONS SERVICES AGREEMENT This Telecommunications Services Agreement (this "Agreement") is made as of _____________, 199__ between _________________ a _______________, with an office address at __________________, Fax No....Telecommunications Services Agreement • June 25th, 1998 • U S Online Communications Inc • Cable & other pay television services
1 EXHIBIT 10.9 EXHIBIT DRegistration Rights Agreement • May 5th, 1998 • U S Online Communications Inc • Delaware
6416 Pacific Hwy. E., Tacoma WA 98424 T&W Funding Company V, L.L.C. P.O. Box 3028, Federal Way WA 98063 Lease Number 1926101 ------------------------------- --------------------------------------------------------------------- ADDRESSEE: U.S. ONLINE...Lease Agreement • June 25th, 1998 • U S Online Communications Inc • Cable & other pay television services • Washington
1 EXHIBIT 1.3 AMENDED AND RESTATED CONSULTING AGREEMENT This Amended and Restated Consulting Agreement (the "Agreement") made on this ____ day of July, 1998, by and between U.S. OnLine Communications, Inc., a Delaware corporation (the "Company") and...Consulting Agreement • July 24th, 1998 • U S Online Communications Inc • Cable & other pay television services • New York
1 EXHIBIT 10.11 SUBORDINATION AGREEMENT BORROWER: U.S. OnLine Communications, Inc. CREDITOR: ________________________________ DATE: ________________________________ This Subordination Agreement is entered into between Silicon Valley Bank ("Silicon")...Subordination Agreement • June 25th, 1998 • U S Online Communications Inc • Cable & other pay television services • Washington
1 EXHIBIT 10.12 EMPLOYMENT AND NONCOMPETITION AGREEMENT (Robert G. Solomon) THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT ("Agreement") is entered into to be effective March 26, 1998 ("Effective Date"), between U.S. ONLINE COMMUNICATIONS L.L.C., a...Employment Agreement • May 5th, 1998 • U S Online Communications Inc • Texas
1 EXHIBIT 10.13 EMPLOYMENT AND NONCOMPETITION AGREEMENT (Donald E. Barlow)Employment Agreement • May 5th, 1998 • U S Online Communications Inc • Texas
1 EXHIBIT 10.10 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT BORROWER: U.S. OnLine Communications, Inc. ADDRESS: 10300 Metric Boulevard Austin, TX 78758 DATE: July 21, 1998 THIS LOAN AND SECURITY AGREEMENT is entered into as of the above date...Loan and Security Agreement • July 24th, 1998 • U S Online Communications Inc • Cable & other pay television services • California
4 - 5 dation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclas- sification of the outstanding shares of Common...Underwriter's Option Agreement • June 25th, 1998 • U S Online Communications Inc • Cable & other pay television services
1 EXHIBIT 10.18 VIDEO SERVICES AGREEMENT This Video Services Agreement (this "Agreement") is made as of _____________, 199 between ________________________, a , with an office address at __________________________, Fax No. (____) ___- ____ ("Owner"),...Video Services Agreement • June 25th, 1998 • U S Online Communications Inc • Cable & other pay television services
