Ex - 10.8 JOSEPH A. FORGIONE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, signed as of the 4th day of November, 1997 (this "Agreement"), between NovaLink USA Corporation, a Massachusetts corporation, having a place of business at 200 Friberg Parkway,...Employment Agreement • January 14th, 2000 • Eprise Corp • Massachusetts
1 EXHIBIT 2.1Merger Agreement • September 20th, 2001 • Eprise Corp • Services-computer programming, data processing, etc. • Delaware
EXHIBIT 10.2 SUBLEASE AGREEMENT ------------------ This Sublease Agreement ("Sublease") is made as of ____________, 1997 by and between Nova Link USA Corporation, a Massachusetts corporation (hereinafter referred to as "Sublessee"), and Merkert...Sublease Agreement • January 14th, 2000 • Eprise Corp
RECITALSLoan and Security Agreement • January 14th, 2000 • Eprise Corp
1 Ex - 10.18 FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement is entered into as of March 26, 1999, by and between EPRISE CORPORATION, formerly known as NovaLink USA Corporation, a Delaware corporation with its principal place...Loan Modification Agreement • January 14th, 2000 • Eprise Corp
1 Ex - 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Warrant Agreement • January 14th, 2000 • Eprise Corp • Massachusetts
RECITALSRegistration Rights Agreement • January 14th, 2000 • Eprise Corp • Massachusetts
BY /s/ [illegible] AUTHORIZED SIGNATURE is the owner of fully paid and non- assessable shares of the COMMON STOCK, $.001 par value, of ======================================================== EPRISE CORPORATION...Stock Certificate • March 23rd, 2000 • Eprise Corp • Services-computer programming, data processing, etc.
RECITALSRegistration Rights Agreement • January 14th, 2000 • Eprise Corp • Massachusetts
1 Ex - 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Warrant Agreement • January 14th, 2000 • Eprise Corp • Massachusetts
AGREEMENT The registrant agrees to furnish supplementally to the Commission, upon request, a copy of any omitted schedule to each of the Agreement and Plan of Merger, dated as of September 17, 2001, by and among Eprise Corporation, divine, inc., and...Agreement and Plan of Merger • September 20th, 2001 • Eprise Corp • Services-computer programming, data processing, etc.
2 3 (c) The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding...Equity Underwriting Agreement • January 14th, 2000 • Eprise Corp • Massachusetts
Exhibit 4.1 AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENT This Amendment No. 1 (this "Amendment") to the Stockholder Rights Agreement dated as of December 18, 2000 (the "Rights Agreement") by and between Eprise Corporation, a Delaware corporation...Stockholder Rights Agreement • November 14th, 2001 • Eprise Corp • Services-computer programming, data processing, etc. • Delaware
1 Ex - 10.17 NEGATIVE PLEDGE AGREEMENT This Negative Pledge Agreement is made as of December 5, 1997, by and between EPRISE CORPORATION, formerly known as NovaLink USA Corporation ("Borrower") and SILICON VALLEY BANK, a California- chartered bank,...Negative Pledge Agreement • January 14th, 2000 • Eprise Corp
Exhibit 10.2 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release is made and entered into by and between Robert Strong and Eprise Corporation ("Eprise"). Strong and Eprise agree as follows: 1. Strong's employment with Eprise ended...Separation Agreement • November 14th, 2001 • Eprise Corp • Services-computer programming, data processing, etc.
1 Ex - 10.9 EPRISE CORPORATION AT-WILL EMPLOYMENT AGREEMENT Eprise Corporation, a Delaware corporation ("Company"), offers employment, and Jonathan B. Radoff ("Employee") accepts employment, upon the terms and conditions as follows: 1. Employee will...At-Will Employment Agreement • January 14th, 2000 • Eprise Corp • Massachusetts
RECITALSAntidilution Agreement • January 14th, 2000 • Eprise Corp • Massachusetts
andStockholder Rights Agreement • December 19th, 2000 • Eprise Corp • Services-computer programming, data processing, etc. • Delaware
SUBLEASESublease • January 14th, 2000 • Eprise Corp • Massachusetts
EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • March 23rd, 2000 • Eprise Corp • Services-computer programming, data processing, etc. • Massachusetts
1 Ex - 4.4 THIS WARRANT AND THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES...Capital Stock Purchase Warrant • January 14th, 2000 • Eprise Corp • Massachusetts
Exhibit 99 AGREEMENT, RELEASE AND WAIVER This Agreement is made as of this 29th day of March, 2001, by and between Joseph Fiorentino ("Fiorentino") and Eprise Corporation (alternatively "Eprise" or the "Company"). In consideration of the mutual...Agreement, Release and Waiver • May 15th, 2001 • Eprise Corp • Services-computer programming, data processing, etc. • Massachusetts
Exhibit 10.1 AGREEMENT, RELEASE AND WAIVER This Agreement is made as of this 2nd day of August, 2001, by and between Jonathan B. Radoff ("Radoff") and Eprise Corporation (alternatively "Eprise" or the "Company"). In consideration of the mutual...Agreement, Release and Waiver • November 14th, 2001 • Eprise Corp • Services-computer programming, data processing, etc. • Massachusetts
1 Ex - 10.12 SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT ("Agreement") is entered into as of the 8th day of November, 1999, by and among Eprise Corporation (the "Corporation"), with its...Stockholders Agreement • January 14th, 2000 • Eprise Corp • Massachusetts
1 Ex - 10.13 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of the 8th day of November, 1999, by and among Eprise Corporation, a Delaware...Registration Rights Agreement • January 14th, 2000 • Eprise Corp • Massachusetts
