RECITALSVoting Agreement • November 5th, 2001 • High Speed Access Corp • Services-computer programming, data processing, etc. • New York
WARRANT TO PURCHASE COMMON STOCK OF DARWIN NETWORKS, INC.Warrant Agreement • May 5th, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc. • Delaware
COMMON STOCKUnderwriting Agreement • June 3rd, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc. • New York
EXHIBIT 99.3 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 1st, 2001 • High Speed Access Corp • Services-computer programming, data processing, etc. • New York
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC CC SYSTEMS, LLC 12405 Powerscourt Drive St. Louis, MO 63131 February 28, 2002Asset Purchase Agreement • March 11th, 2002 • High Speed Access Corp • Services-computer programming, data processing, etc. • New York
1 EXHIBIT 10.20 SERVICES AGREEMENT THIS IS A SERVICES AGREEMENT ("Agreement") dated as of the 20th day of February, 1998, by and between (i) CATV.NET, INC., a Kentucky corporation ("CATV"); and (ii) OPM SERVICES, INC., a Kentucky corporation ("OPM")....Services Agreement • May 5th, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc. • Kentucky
EXHIBIT 10.1 SEPARATION AGREEMENT The parties to this Separation Agreement ("Agreement") are: George E. Willett 401 DUFF LANE LOUISVILLE, KY 40207 ("WILLETT") andSeparation Agreement • May 1st, 2003 • High Speed Access Corp • Services-computer programming, data processing, etc. • Kentucky
1 EXHIBIT 1.3 HIGH SPEED ACCESS CORP. STOCK PURCHASE AGREEMENT APRIL 15, 1999 2 TABLE OF CONTENTSStock Purchase Agreement • May 5th, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc. • California
1 EXHIBIT 10.1 CONTRIBUTION AGREEMENTContribution Agreement • May 5th, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc. • Kentucky
RECITALSEmployment Agreement • August 14th, 2001 • High Speed Access Corp • Services-computer programming, data processing, etc. • Colorado
1 EXHIBIT 10.1 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT ("Agreement") is made as of the 2nd day of February, 2001, by and between HIGH SPEED ACCESS CORP., a Delaware corporation (the "COMPANY"), and GEORGE WILLETT ("GRANTEE"). In...Restricted Stock Agreement • August 14th, 2001 • High Speed Access Corp • Services-computer programming, data processing, etc. • Colorado
1 EXHIBIT 10.52 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective as of the 1st day of October, 1999, by and between HIGH SPEED ACCESS CORP., a Delaware corporation (the "Company"), and DANIEL J. O'BRIEN,...Employment Agreement • March 30th, 2000 • High Speed Access Corp • Services-computer programming, data processing, etc. • Colorado
EXHIBIT 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective as of the 22nd day of June, 2001, by and between HIGH SPEED ACCESS CORP., a Delaware corporation...Employment Agreement • August 14th, 2001 • High Speed Access Corp • Services-computer programming, data processing, etc. • Colorado
LEASELease • May 5th, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc. • Kentucky
1 EXHIBIT 10.44 HIGH SPEED ACCESS CORP. AMENDED AND RESTATED STOCK OPTION AGREEMENT THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT ("Agreement") is made and entered into effective as of the ___ day of October, 2000, by and between HIGH SPEED ACCESS...Stock Option Agreement • April 2nd, 2001 • High Speed Access Corp • Services-computer programming, data processing, etc. • Delaware
1 EXHIBIT 10.54 HIGH SPEED ACCESS CORP. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT ("Agreement") is made and entered into effective as of the 1st day of October, 1999, by and between HIGH SPEED ACCESS CORP, a Delaware corporation (the...Stock Option Agreement • March 30th, 2000 • High Speed Access Corp • Services-computer programming, data processing, etc. • Delaware
1 EXHIBIT 10.42 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective as of the 10th day of November, 2000, by and between HIGH SPEED ACCESS CORP., a Delaware corporation (the "Company"), and DANIEL J....Employment Agreement • April 2nd, 2001 • High Speed Access Corp • Services-computer programming, data processing, etc. • Colorado
RECITALSLicense Agreement • October 1st, 2001 • High Speed Access Corp • Services-computer programming, data processing, etc. • New York
SUBLEASESublease • November 15th, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc. • Colorado
RECITALS:Merger Agreement • August 14th, 2000 • High Speed Access Corp • Services-computer programming, data processing, etc. • Florida
LESSOR GENERAL ELECTRIC CAPITAL CORPORATION Supplier: MASTER LEASE AGREEMENT LUCENT TECHNOLOGIES, INC.Master Lease Agreement • April 2nd, 2001 • High Speed Access Corp • Services-computer programming, data processing, etc. • New York
RECITALSEmployment Agreement • August 14th, 2001 • High Speed Access Corp • Services-computer programming, data processing, etc. • Colorado
1 EXHIBIT 9.1 VOTING TRUST AGREEMENT THIS VOTING TRUST AGREEMENT ("Agreement") made this 30th day of March, 1999, by and among the individuals set forth on Schedule I attached hereto (collectively, the "Shareholders"); and Terrence J. Herron, and his...Voting Trust Agreement • May 5th, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc.
April 5, 1999 Via Facsimile 303-256-2051Letter of Intent • May 17th, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc.
RECITALSMaster Services Agreement • May 25th, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc. • Delaware
1 EXHIBIT 1.2 HIGH SPEED ACCESS CORP. STOCK PURCHASE AGREEMENT MARCH 18, 1999 TABLE OF CONTENTSStock Purchase Agreement • May 5th, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc. • California
RECITALSRegistration Rights Agreement • May 15th, 2000 • High Speed Access Corp • Services-computer programming, data processing, etc. • Delaware
EXHIBIT 10.4 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the 3rd day of May, 2000, by and between HIGH SPEED ACCESS CORP., a Delaware corporation (the "Company") and LUCENT TECHNOLOGIES INC., a Delaware corporation (the...Stock Purchase Agreement • May 15th, 2000 • High Speed Access Corp • Services-computer programming, data processing, etc. • Delaware
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • November 14th, 2001 • High Speed Access Corp • Services-computer programming, data processing, etc. • Delaware
FINOVA Capital Corporation Technology Finance 10 Waterside Drive Farmington, CT 06032-3065 (860)676-1818 MASTER LOAN AND SECURITY AGREEMENT Master Loan and Security Agreement No. S6840 Dated February 4, 1999. FINOVA Capital Corporation, with its...Master Loan and Security Agreement • May 5th, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc. • Arizona
1 EXHIBIT 10.13 EMPLOYMENT, NON-COMPETITION AND NON-DISCLOSURE AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 3rd day of April, 1998, by and between HIGH SPEED ACCESS CORP., a Delaware corporation (the "Company"),...Employment Agreement • March 19th, 1999 • High Speed Access Corp • Kentucky
EXHIBIT 10.17 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • May 5th, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc. • Kentucky
ORMSBY IOffice Building Lease • May 15th, 2000 • High Speed Access Corp • Services-computer programming, data processing, etc. • Kentucky
EXHIBIT 10.4 ================================================================== ============== DEED OF LEASE BY AND BETWEEN HIGH SPEED ACCESSDeed of Lease • November 15th, 1999 • High Speed Access Corp • Services-computer programming, data processing, etc.
EXHIBIT 10.2 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT ("Agreement") is made as of the 14th day of February, 2001, by and between HIGH SPEED ACCESS CORP., a Delaware corporation (the "COMPANY"), and GREGORY G. HODGES ("GRANTEE"). In...Restricted Stock Agreement • August 14th, 2001 • High Speed Access Corp • Services-computer programming, data processing, etc. • Colorado
