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
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by and amongAgreement and Plan of Merger • May 18th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • Delaware
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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
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1 Exhibit 2.14 ------------------------- APPLIEDTHEORY CORPORATION ------------------------- Issue Date: ------------ Common Stock Purchase Warrant, $.01 Purchase Price APPLIEDTHEORY CORPORATION, a Delaware corporation (the "COMPANY"), hereby...Appliedtheory Corp • June 20th, 2000 • Services-computer integrated systems design • New York
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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
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ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • April 2nd, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
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STANDARD OFFICE SPACE LEASELease Agreement • February 10th, 1999 • Appliedtheory Corp
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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
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1 Exhibit 10.3 AMENDMENT NO. 7 TO CONTRACT C000525 THIS AMENDMENT, made this Seventeenth day of June in the year One thousand nine hundred and ninety-nine serves to increases the contract amount to $16,387,237.12 as per the April 1999 Scope of Work....Appliedtheory Corp • August 16th, 1999 • Services-computer integrated systems design
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3. PRICE GUARANTEE Sprint agrees that its prices for the Products and Services provided hereunder shall not increase over the term of this Agreement, except as provided in Attachment A. Additionally, these prices shall be adjusted to equal or better...Assignment Agreement • March 24th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • New York
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ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERSStock Purchase Agreement • July 7th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • Georgia
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FORM OF PREFERRED STOCK PURCHASE AGREEMENT BY AND BETWEENPreferred Stock Purchase Agreement • April 12th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • New York
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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
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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...Purchase Agreement • July 26th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
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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
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1 EXHIBIT 2.1 ================================================================= =============== AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 20th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • Delaware
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AMONGRevolving Credit Agreement • July 26th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
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ARTICLE 2 REPRESENTATIONS AND WARRANTIESPurchase Agreement • January 26th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
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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
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2 3 defined therein), or pursuant to the Purchase Agreement under the terms set forth in Section 3.14 therein. Such default payments, if not paid in cash when due, may be treated by the Holder in its sole discretion as being added to the Outstanding...Appliedtheory Corp • June 20th, 2000 • Services-computer integrated systems design • New York
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ARTICLE I CREATION OF ESCROW FUNDEscrow Agreement • January 20th, 2000 • Appliedtheory Corp • Services-computer integrated systems design • New York
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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
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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
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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
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ARTICLE I.Appliedtheory Corp • November 14th, 2001 • Services-computer integrated systems design
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1 EXHIBIT 10.56 PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • April 2nd, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
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FORM OF EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • March 24th, 1999 • Appliedtheory Corp • Services-computer integrated systems design • New York
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1 Exhibit 10.2 AMENDMENT NO. 6 TO CONTRACT C000525 THIS AMENDMENT, made this Twenty-fourth day of July in the year One thousand nine hundred and ninety- eight serves to change the vendors name to AppliedTheory Communications, Inc., formerly known as...Appliedtheory Corp • August 16th, 1999 • Services-computer integrated systems design
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BETWEENAppliedtheory Corp • April 2nd, 2001 • Services-computer integrated systems design
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EXHIBIT 2.9 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2000 • Appliedtheory Corp • Services-computer integrated systems design • New York
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1 EXHIBIT 10.74 FORM OF REVOLVING CREDIT NOTEAppliedtheory Corp • July 26th, 2001 • Services-computer integrated systems design
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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...Option Agreement • February 10th, 1999 • Appliedtheory Corp • New York
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1 EXHIBIT 10.60 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...Registration Rights Agreement • January 26th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
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RECITALSRegistration Rights Agreement • May 18th, 2001 • Appliedtheory Corp • Services-computer integrated systems design • New York
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1 EXHIBIT 10.76 SUBSIDIARY GUARANTEEAppliedtheory Corp • July 26th, 2001 • Services-computer integrated systems design • New York
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