EXHIBIT 2.2 =============================================================================== STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 12th, 1999 • Wiltek Inc • Telegraph & other message communications • New York
Exhibit 2.1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 1999 • Wiltek Inc • Telegraph & other message communications • New York
NONTRANSFERABLE NON-QUALIFIED STOCK OPTION AGREEMENT dated as of , 199 , between E-Sync Networks, Inc., a Delaware corporation (the "Company"), and (the "Optionee", which term as used herein shall be deemed to include any successor to the Optionee by...Non-Qualified Stock Option Agreement • December 16th, 1999 • E Sync Networks Inc • Telegraph & other message communications • Delaware
DAN STECHOW AND KEVIN MARTH 2 TABLE OF CONTENTS ARTICLE I THE MERGERMerger Agreement • November 23rd, 1999 • E Sync Networks Inc • Telegraph & other message communications • Connecticut
EXHIBIT 4.7 FORM FOR ISO UNDER E-SYNC NETWORKS, INC.'S 1999 LONG-TERM INCENTIVE PLANIncentive Stock Option Agreement • December 16th, 1999 • E Sync Networks Inc • Telegraph & other message communications • Delaware
EXHIBIT 4.7Common Stock Purchase Warrant • April 16th, 2002 • E Sync Networks Inc • Telegraph & other message communications • New York
Exhibit 2.2 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of November 8, 1999, by and among E-Sync Networks, Inc., a Delaware corporation...Agreement and Plan of Merger • November 23rd, 1999 • E Sync Networks Inc • Telegraph & other message communications • Connecticut
1 Exhibit 2.5Common Stock Purchase Agreement • April 17th, 2001 • E Sync Networks Inc • Telegraph & other message communications • Connecticut
EXHIBIT 4.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2000 • E Sync Networks Inc • Telegraph & other message communications • New York
OFFICE LEASEOffice Lease • March 31st, 2000 • E Sync Networks Inc • Telegraph & other message communications • Connecticut
Exhibit 10.2 EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of January, 1999, by and between WILTEK, INC., a Connecticut corporation, with its principal offices located at 542 Westport Avenue, Norwalk CT 06851 (the "Company") and Walter R....Employment Agreement • March 1st, 1999 • Wiltek Inc • Telegraph & other message communications • Connecticut
Exhibit 2.5 AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT is made and entered into on and as of August 6, 2001 by and between E-SYNC NETWORKS, INC. (the "Company"), a Delaware corporation...Pledge and Security Agreement • August 13th, 2001 • E Sync Networks Inc • Telegraph & other message communications • New York
EXHIBIT 10.8 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT (this "Agreement") is entered into as of February 13, 2002 (the "Effective Date"), by and between CRC MANAGEMENT SERVICES, INC. (the "Manager"), a New York corporation and...Management Services Agreement • April 16th, 2002 • E Sync Networks Inc • Telegraph & other message communications • New York
1 2 1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement...Warrant Agreement • November 14th, 2000 • E Sync Networks Inc • Telegraph & other message communications • Delaware
EXHIBIT 10.1 EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of January, 1999, by and between WILTEK, INC., a Connecticut corporation, with its principal offices located at 542 Westport Avenue, Norwalk CT 06851 (the "Company") and David S....Employment Agreement • March 31st, 2000 • E Sync Networks Inc • Telegraph & other message communications • Connecticut
EXHIBIT 4.8 FORM FOR NSO UNDER E-SYNC NETWORKS, INC.'S 1999 LONG-TERM INCENTIVE PLAN NONTRANSFERABLE NON-QUALIFIED STOCK OPTION AGREEMENT dated as of , , between E-SYNC NETWORKS, INC., a Delaware corporation (the "Company"), and (the "Optionee", which...Non-Qualified Stock Option Agreement • December 16th, 1999 • E Sync Networks Inc • Telegraph & other message communications • Delaware
EXHIBIT 10.2 EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of October, 1999, by and between E-SYNC NETWORKS, INC. (FORMERLY WILTEK, INC.), a Connecticut corporation, with its principal offices located at 35 Nutmeg Drive, Trumbull, Connecticut...Employment Agreement • March 31st, 2000 • E Sync Networks Inc • Telegraph & other message communications • Connecticut
RECITALSConsulting Agreement • May 8th, 2001 • E Sync Networks Inc • Telegraph & other message communications • New York
EXHIBIT 4.8 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into on and as of February 13, 2002 by and between E-Sync Networks, Inc., a Delaware corporation (the "COMPANY"), and CRC, Inc., a New...Registration Rights Agreement • April 16th, 2002 • E Sync Networks Inc • Telegraph & other message communications • New York
EXHIBIT 10.9 E-SYNC NETWORKS, LLC OPERATING AGREEMENTOperating Agreement • April 16th, 2002 • E Sync Networks Inc • Telegraph & other message communications • New York
RECITALSConsulting Agreement • May 8th, 2001 • E Sync Networks Inc • Telegraph & other message communications • New York
LOGO] SILICON VALLEY BANKAccounts Receivable Financing Agreement • November 14th, 2000 • E Sync Networks Inc • Telegraph & other message communications • Massachusetts
1 EXHIBIT 10.1Employment Agreement • April 17th, 2001 • E Sync Networks Inc • Telegraph & other message communications • Connecticut
JV"),Contribution Agreement • August 13th, 2001 • E Sync Networks Inc • Telegraph & other message communications • New York
Exhibit 99.1 E-Sync Networks and Charles River Consultants Sign Definitive Transaction Agreements for Formation of Joint Venture ------------------------- ------------------------------------------------------- [LOGO] E-SYNC networks, inc. [LOGO] CRCJoint Venture Agreement • August 13th, 2001 • E Sync Networks Inc • Telegraph & other message communications
