3 4 5. Independent Contractor. Nothing contained herein shall constitute the Consultant an employee or agent of the Company, and the relationship of the Consultant to the Company for all purposes, including, without limitation, tax purposes, shall be...Consulting Agreement • February 10th, 1999 • Appliedtheory Corp • New York
1 Exhibit 2.16 ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Escrow Agreement") dated as of June 29, 2000, is made by and among AppliedTheory Corporation, a Delaware corporation ("Parent"), Tim Blackwood, Art Borrego and Roger Lewis (the...Escrow Agreement • July 14th, 2000 • Appliedtheory Corp • Services-computer integrated systems design • New York
FORM OF EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment Agreement • March 24th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • New York
by and amongMerger Agreement • May 18th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • Delaware
1 EXHIBIT 10.03 OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of __________ ____, 1998, by and among ________________ ("Stockholder"), NYSERNet.net, Inc. ("NYSERNet") and IXC Internet Services, Inc., a...Stock Option Agreement • February 10th, 1999 • Appliedtheory Corp • New York
ARTICLE I.Revolving Credit Agreement • November 14th, 2001 • Appliedtheory Corp • Services-computer integrated systems design
1 Exhibit 1.01 4,500,000 Shares of Common Stock (675,000 Additional Shares) APPLIEDTHEORY CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • New York
2 3 "Default" shall mean any condition, act or event which, with notice or lapse of time or both, would constitute an Event of Default.Security Agreement • July 26th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG RED HAT, INC., COKE ACQUISITION CORP., PLANNING TECHNOLOGIES, INC., CERTAIN STOCKHOLDERS OF PLANNING TECHNOLOGIES, INC., AND JONATHAN D. BONIME AS SECURITYHOLDER AGENTAgreement and Plan of Reorganization • April 2nd, 2001 • Appliedtheory Corp • Services-computer integrated systems design • North Carolina
1 Exhibit 2.14 ------------------------- APPLIEDTHEORY CORPORATION ------------------------- Issue Date: ------------ Common Stock Purchase Warrant, $.01 Purchase Price APPLIEDTHEORY CORPORATION, a Delaware corporation (the "COMPANY"), hereby...Common Stock Purchase Warrant • June 20th, 2000 • Appliedtheory Corp • Services-computer integrated systems design • New York
2 3 in his official capacity with the corporation, he acted in good faith and in the Company's best interests, and in all other cases, he acted in good faith and was at least not opposed to the Company's best interests, and with respect to any...Indemnification Agreement • March 24th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • Delaware
1 EXHIBIT 2.10 PURCHASE AGREEMENT PURCHASE AGREEMENT ("AGREEMENT") dated as of June 5, 2000 between APPLIEDTHEORY CORPORATION, a Delaware corporation (the "COMPANY"), and each person or entity listed as an investor on SCHEDULE I attached to this...Purchase Agreement • June 20th, 2000 • Appliedtheory Corp • Services-computer integrated systems design • New York
ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • April 2nd, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
1 EXHIBIT 2.01 FORM OF AGREEMENT AND PLAN OF MERGERMerger Agreement • April 12th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • Delaware
1 Exhibit 10.59 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of June 5, 2000 between AppliedTheory Corporation, a Delaware corporation with offices at...Registration Rights Agreement • January 26th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
i) With respect to the Tax Payment, Subtenant's share ("SUBTENANT'S SHARE") shall be calculated by dividing (a) the actual number of rentable square feet of floor space within the Premises, measured to the exterior faces of exterior walls (which is...Sublease Agreement • August 16th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • New York
AMONGRevolving Credit Agreement • July 26th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERSStock Purchase Agreement • July 7th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • Georgia
1 Exhibit 10.56 MASTER LEASE AGREEMENT This Master Lease Agreement No. 6079 ("Agreement") is made this 15th day of February. 1999 between Rainier Funding Services, Inc., a corporation having its principal place of business at 5786 Widewaters Parkway,...Master Lease Agreement • November 13th, 2000 • Appliedtheory Corp • Services-computer integrated systems design • New York
BETWEENLease Amendment • April 2nd, 2001 • Appliedtheory Corp • Services-computer integrated systems design
2 3 (A)(1) If and only if the SEC takes the position that, solely as a result of the Company's execution and delivery of the July 2001 Transaction Documents, the Company is required to file a post-effective amendment pursuant to Item 512(a)(1)(iii) of...Security Agreement • July 26th, 2001 • Appliedtheory Corp • Services-computer integrated systems design
Page 2 3 the Company shall approve of a "piggy-back registration" then the Company shall in each case give written notice of such proposed filing to each of Mandelbaum, NYSERNet, IXC and Grumman Hill (each, a "Piggy-Back Registering Party") at least...Registration Rights Agreement • February 10th, 1999 • Appliedtheory Corp • New York
1 EXHIBIT 10.74 FORM OF REVOLVING CREDIT NOTERevolving Credit Note • July 26th, 2001 • Appliedtheory Corp • Services-computer integrated systems design
ARTICLE I CREATION OF ESCROW FUNDEscrow Agreement • January 20th, 2000 • Appliedtheory Corp • Services-computer integrated systems design • New York
ARTICLE 2 REPRESENTATIONS AND WARRANTIESPurchase Agreement • January 26th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
FORM OF PREFERRED STOCK PURCHASE AGREEMENT BY AND BETWEENPreferred Stock Purchase Agreement • April 12th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • New York
1 EXHIBIT 2.1 ================================================================= =============== AGREEMENT AND PLAN OF MERGERMerger Agreement • December 20th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • Delaware
1 EXHIBIT 10.59 STOCK PURCHASE AGREEMENT BY AND BETWEEN CRESCENT INTERNATIONAL LTD.Stock Purchase Agreement • April 2nd, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
1 EXHIBIT 10.72 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. IT MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION...Debenture Agreement • July 26th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
1 EXHIBIT 10.56 PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • April 2nd, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
EXHIBIT 2.9 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2000 • Appliedtheory Corp • Services-computer integrated systems design • New York
June 2, 2000 TEL 860 676 1818 FAX 860 676 1814 www.finova.com Mr. Angelo Gencarelli, III Vice President - Business Integration and Administration AppliedTheory Corporation 224 Harrison Street, 8th Floor Syracuse, New York 13202 Dear Mr. Gencarelli:...Master Loan and Security Agreement • August 14th, 2000 • Appliedtheory Corp • Services-computer integrated systems design • New York
RECITALSRegistration Rights Agreement • May 18th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
2 3 plans, specifications, comments, change order or other reasonable request submitted by the other party. Following mutual approval of plans and specifications, Landlord as to Landlord's Work and Tenant as to Tenant's Work shall promptly submit such...Lease Agreement • November 15th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • California
1 EXHIBIT 10.76 SUBSIDIARY GUARANTEESubsidiary Guarantee • July 26th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
