AMENDED AND RESTATED STOCKHOLDER AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDER AGREEMENT (the "Agreement") is made as of March 31, 1998, by and among IT PARTNERS, INC., a Delaware corporation (the "Company"), DANIEL F. KLEIN ("Klein"), JAMIE BLECH...Stockholder Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services • Delaware
RECITALS:Employment Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services • Maryland
by and among IT PARTNERS, INC., ITP NO. 10, INC.,Merger Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services • Michigan
SENIOR EXECUTIVE EMPLOYMENT AGREEMENT THIS SENIOR EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), dated as of June 30, 1997 between Christopher R. Corbett (the "Executive")residing at 12619 Oxon Road, Herndon, Virginia 20171 (the "Executive") and IT...Senior Executive Employment Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services • Maryland
SECOND AMENDED AND RESTATED PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT THIS SECOND AMENDED AND RESTATED PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of March 31, 1998, by and among IT PARTNERS, INC., a Delaware...Preferred Stock and Warrant Purchase Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services • Delaware
1. DEFINITIONS AND REFERENCES 2 1.1 Certain Definitions 2 1.2 Use of Defined Terms 20 1.3 Accounting Terms; Calculations 20 1.4 Other Terms 20 1.5 Terminology 20 1.6 Exhibits 20 2. THE LOANS AND LETTERS OF CREDIT 20 2.1 Loans 20 2.2 Borrowing...Loan and Security Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services • New York
ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the day of , 1998, by and among CALL BUSINESS SYSTEMS,INC., a ----- ------- Utah corporation ("Seller"), STANTON L. CALL...Asset Purchase Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services
BUSINESS COMBINATION AGREEMENT Dated as of May 27, 1997 By and Among IT PARTNERS INC. and C.N.S., INC. and STANLEY NICE and JOHN CLEMENT TABLE OF CONTENTSBusiness Combination Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services • Maryland
12 % SERIES C SENIOR REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF JULY 31, 1998 BY AND BETWEEN IT PARTNERS, INC., as the Company12% Series C Senior Redeemable Preferred Stock Purchase Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services • Delaware
W I T N E S S E T H:Warrant Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of May 30, 1997, between IT PARTNERS, INC. , a Delaware corporation ("ITPI") and DANIEL J. KLEIN ("Klein"). WHEREAS, ITPI desires to employ Klein and Klein desires to accept such employment on the terms...Employment Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services • Delaware
EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of May 30, 1997, between IT PARTNERS, INC. , a Delaware corporation ("ITPI") and JAMIE E. BLECH ("Blech"). WHEREAS, ITPI desires to employ Blech and Blech desires to accept such employment on the terms...Employment Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services • Delaware
IT PARTNERS, INC. AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN 1. Definitions In this Plan, except where the context otherwise indicates, the following definitions apply: 1.1 "Agreement" means a written agreement implementing an Award. 1.2...Long-Term Incentive Plan • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services
EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of September 16, 1997, between IT PARTNERS, INC., a Delaware corporation ("ITPI") and Christine E. Norcross ("Norcross"). WHEREAS, ITPI desires to employ Norcross and Norcross desires to accept such...Employment Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services • Delaware
BUSINESS COMBINATION AGREEMENT Dated as of May 29, 1997 By and Among IT PARTNERS INC. and KANDL DATA PRODUCTS, INC. and MARTIN KANDL and HAEYOUNG P. KANDLBusiness Combination Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services
AGREEMENT AND PLAN OF ORGANIZATION THIS AGREEMENT AND PLAN OF ORGANIZATION (this "Agreement") is made as of February , 1998, by and among (i) IT PARTNERS, INC., a Delaware corporation ("ITP"), (ii) ITP NO. 11, INC., a Delaware corporation ("NEWCO"),...Merger Agreement • September 1st, 1998 • It Partners Inc • Services-miscellaneous business services
