RECITALSMerger Agreement • July 3rd, 2001 • Agency Com LTD • Services-business services, nec • Delaware
ARTICLE I THE MERGERMerger Agreement • September 2nd, 1999 • Agency Com LTD
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • September 2nd, 1999 • Agency Com LTD • New York
Exhibit 10.11 AGENCY.COM LTD RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT dated as of April l6th, 1999 (this "Agreement") by and between Agency.Com Ltd. a New York corporation with its place of business at 665 Broadway, New York, New York...Restricted Stock Agreement • September 2nd, 1999 • Agency Com LTD • New York
Exhibit 10.4 EMPLOYMENT AGREEMENT AGREEMENT made this 28th day of April, 1999, by and between AGENCY.COM LTD., a New York corporation (the "COMPANY"), and CHAN W. SUH (the "EXECUTIVE"). W I T N E S S E T H: WHEREAS, the Company wishes to employ the...Employment Agreement • September 2nd, 1999 • Agency Com LTD • New York
andCredit Agreement • November 10th, 1999 • Agency Com LTD • Services-business services, nec • New York
Exhibit 10.17 STOCK PURCHASE AGREEMENT by and between AGENCY.COM LTD.Stock Purchase Agreement • September 2nd, 1999 • Agency Com LTD • New York
Exhibit 10.19 EMPLOYMENT AGREEMENT AGREEMENT made this 28 day of October, 1999, by and between AGENCY.COM LTD., a New York corporation (the "Company"), and CHARLES T. DICKSON (the "Executive"). W I T N E S S E T H: WHEREAS, the Company wishes to...Employment Agreement • November 10th, 1999 • Agency Com LTD • Services-business services, nec • New York
Exhibit 10.9 EMPLOYMENT AGREEMENT AGREEMENT made this 28th day of April, 1999, by and between AGENCY.COM LTD., a New York corporation (the "COMPANY"), and LAWRENCE KRAKAUER (the "EXECUTIVE"). W I T N E S S E T H: WHEREAS, the Company wishes to employ...Employment Agreement • September 2nd, 1999 • Agency Com LTD • Massachusetts
Rentable Area of Premises: On the Lease Commencement Date, 76,080 rentable square feet, which area is composed of 23,940 rentable square feet on the thirteenth floor, 23,940 rentable square feet on the fourteenth floor, 22,700 rentable square feet on...Lease Agreement • December 1st, 1999 • Agency Com LTD • Services-business services, nec • New York
ARTICLE I THE MERGERMerger Agreement • September 2nd, 1999 • Agency Com LTD • New York
ARTICLE I THE MERGERMerger Agreement • September 2nd, 1999 • Agency Com LTD • New York
Exhibit 10.20 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 24th, 1999 • Agency Com LTD • Services-business services, nec • New York
AGENCY.COM LTD. April 28, 1999 1,535,624 Shares of Common Stock Warrant for Common StockWarrant Agreement • November 24th, 1999 • Agency Com LTD • Services-business services, nec • New York
RECITALSShare Purchase Agreement • June 4th, 2001 • Agency Com LTD • Services-business services, nec • New York
AGENCY.COM LTD. November 24, 1999 2,928,752 Shares of Common Stock Warrant for Common StockWarrant Agreement • November 24th, 1999 • Agency Com LTD • Services-business services, nec • New York
RECITALSRegistration Rights Agreement • November 24th, 1999 • Agency Com LTD • Services-business services, nec • New York
AGENCY.COM LTD. 665 Broadway New York, NY 10012Consulting Agreement • November 24th, 1999 • Agency Com LTD • Services-business services, nec
Exhibit 10.21 [LOGO] PICTORIS ACQUISITION AGREEMENT Pictoris Interactive Acquisition Agreement (hereinafter referred to as "this AGREEMENT") dated October 23, 1999Acquisition Agreement • November 10th, 1999 • Agency Com LTD • Services-business services, nec
Date]Consulting Agreement • September 2nd, 1999 • Agency Com LTD
Exhibit 10.22 STOCK EXCHANGE AGREEMENTStock Exchange Agreement • November 24th, 1999 • Agency Com LTD • Services-business services, nec
EXHIBIT 99.2 [SENECA INVESTMENTS LLC LETTERHEAD] May 14, 2001 To the Board of Directors of Agency.com Ltd. 20 Exchange Place New York, New York 10005 Gentlemen: We own 45.3% of the Agency.com Ltd. common shares. In addition, we have entered into a...Acquisition Proposal • June 4th, 2001 • Agency Com LTD • Services-business services, nec
We own 45.3% of the Agency.com Ltd. common shares. In addition, we have entered into a binding agreement to acquire an additional 20.4% of the outstanding shares. The ultimate consideration to be paid for these shares is calculated under an earn-out structure. Under this structure, a payment of $0.94 per share would be made at the closing, an additional $0.47 per share would subsequently be paid and further payments, if any, would depend on substantial improvements in the Company's results of operations through December 31, 2006.
January 26, 2000 Omnicom Finance Inc. 437 Madison Avenue New York, NY 10019 Gentlemen: Reference is made to the Credit Agreement dated as of November 4, 1999 (the "Credit Agreement") between Omnicom Finance Inc. as Lender and AGENCY.COM Ltd. and...Credit Agreement • March 29th, 2000 • Agency Com LTD • Services-business services, nec
Reference is made to the Credit Agreement dated as of November 4, 1999 (the "Credit Agreement") between Omnicom Finance Inc. as Lender and AGENCY.COM Ltd. and Subsidiary Guarantors. Capitalized terms used herein without a definition shall have the meaning assigned to such terms by the Credit Agreement.
EXHIBIT 10.11 EMPLOYMENT AGREEMENT AGREEMENT made this 23rd day of October, 2000, by and between AGENCY.COM LTD., a Delaware corporation (the "Company"), and JAMES IMBRIACO (the "Executive"). W I T N E S S E T H: WHEREAS, the Company wishes to employ...Employment Agreement • April 2nd, 2001 • Agency Com LTD • Services-business services, nec • New York
ARTICLE I THE MERGERMerger Agreement • October 13th, 1999 • Agency Com LTD • Services-business services, nec • New York
Exhibit 10.28 SEPARATION AND GENERAL RELEASE AND CONSULTING AGREEMENT This Separation and General Release and Consulting Agreement ("Agreement") is entered into as of January 31, 2001 (the "Effective Date") between Janet Ambrosi Wertman for herself,...Separation and General Release and Consulting Agreement • April 2nd, 2001 • Agency Com LTD • Services-business services, nec • New York
Exhibit 10.21 [LOGO] PICTORIS ACQUISITION AGREEMENT Pictoris Interactive Acquisition Agreement (hereinafter referred to as "this AGREEMENT") dated October 23, 1999 by and between AGENCY.COM LTD. (hereinafter referred to as the "PURCHASER"), a...Acquisition Agreement • November 24th, 1999 • Agency Com LTD • Services-business services, nec
