RECITALSVoting Agreement • July 30th, 2003 • Pinnacor Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER AMONG STOCKPOINT, INC., SCREAMINGMEDIA INC. AND SCRM MERGER CORP.Merger Agreement • July 24th, 2001 • Screaming Media Com Inc • Services-business services, nec • New York
COMMON STOCKUnderwriting Agreement • July 17th, 2000 • Screaming Media Com Inc • Services-business services, nec • New York
1 - 2 THIS AGREEMENT is made the 13th day of June 2000Lease Agreement • July 17th, 2000 • Screaming Media Com Inc • Services-business services, nec
GUARANTYGuaranty • July 10th, 2000 • Screaming Media Com Inc • Services-business services, nec • New York
e) The Purchaser is an accredited investor within the definition of Regulation D of the Securities Act. The Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks...Common Stock Purchase Agreement • April 12th, 2000 • Screaming Media Com Inc • Services-business services, nec • New York
2 3 $3.50 per share. The agreement evidencing the Option shall be in the form attached as Exhibit A.Employment Agreement • July 17th, 2000 • Screaming Media Com Inc • Services-business services, nec • New York
LEASE AGREEMENTLease Agreement • July 10th, 2000 • Screaming Media Com Inc • Services-business services, nec • California
EXHIBIT 10.27 INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 17th, 2000 • Screaming Media Com Inc • Services-business services, nec • New York
WITNESSETH:Preferred Stock Purchase Agreement • March 27th, 2000 • Screaming Media Com Inc • Services-business services, nec • New York
2 3 the shares of Common Stock then outstanding, (v) any Person who owns 15% or more of the then outstanding shares of Common Stock upon the consummation of the initial public offering of the Common Stock of the Company, unless and until such Person...Rights Agreement • March 27th, 2000 • Screaming Media Com Inc • Services-business services, nec • Delaware
3 4 Subordination: 7. This lease is subject and subordinate to all ground or underlying leases and to all mortgages which may now or hereafter affect such leases or the real property of which demised premises are a part and to all renewals,...Lease Agreement • February 16th, 2000 • Screaming Media Com Inc • New York
ARTICLE IVoting Agreement • July 24th, 2001 • Screaming Media Com Inc • Services-business services, nec • Delaware
RECITALS:Affiliate Agreement • July 24th, 2003 • Pinnacor Inc • Services-business services, nec • Delaware
1 Exhibit 10.20.2 AMENDMENT NO. 1 TO AGREEMENT THIS AMENDMENT NO. 1 TO AGREEMENT (this "Amendment") is made as of February 4, 2000 by and among Tomar Studios, Inc., a New York corporation having an address at 601 West 26th Street, 13th Floor, New...Amendment to Agreement • July 10th, 2000 • Screaming Media Com Inc • Services-business services, nec
i-Recall, Inc. Series A Convertible Preferred Stock Purchase AgreementSeries a Preferred Stock Purchase Agreement • February 16th, 2000 • Screaming Media Com Inc • Delaware
FIRST LEASE MODIFICATION AGREEMENTLease Modification Agreement • February 16th, 2000 • Screaming Media Com Inc
Exhibit 2.1 =============================================================================== ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 30th, 2002 • Screaming Media Com Inc • Services-business services, nec • New York
1 EXHIBIT 10.17 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED...Common Stock Purchase Warrant • February 16th, 2000 • Screaming Media Com Inc • New York
FORM OFInvestor Rights Agreement • July 17th, 2000 • Screaming Media Com Inc • Services-business services, nec • New York
1. 2 1.4 RETURN OF EQUIPMENT. Upon expiration of the Lease Term of the Equipment, Lessee shall immediately return the Equipment to Lessor as provided in Section 3.3 below. If Lessee fails to return any of the Equipment upon demand therefor by Lessor,...Master Lease Agreement • March 27th, 2000 • Screaming Media Com Inc • Services-business services, nec • California
1 EXHIBIT 10.7 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED...Common Stock Purchase Warrant • February 16th, 2000 • Screaming Media Com Inc • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Dated as of July 22, 2003 TABLE OF CONTENTSMerger Agreement • July 24th, 2003 • Pinnacor Inc • Services-business services, nec • Delaware
JACOM GROUP 560 ROUTE 303, ORANGEBURG, NEW YORK 10962Master Lease Agreement • July 10th, 2000 • Screaming Media Com Inc • Services-business services, nec • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF TOMARAgreement • July 10th, 2000 • Screaming Media Com Inc • Services-business services, nec • New York
1 2 Landlord's counsel, Mordowitz & Lemberg until Landlord provides Tenant with the SNDA pursuant to paragraph 16 herein, and said total sum of three hundred seventy eight thousand eight hundred forty six dollars ($378,846) shall represent the total...Lease Modification and Expansion Agreement • July 17th, 2000 • Screaming Media Com Inc • Services-business services, nec
2- 3 Upon surrender of this Warrant and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch, to or upon the written order of the Holder and (subject to the restrictive legend on the...Common Stock Purchase Warrant • February 16th, 2000 • Screaming Media Com Inc • New York
WITNESSETH:Preferred Stock Purchase Agreement • February 16th, 2000 • Screaming Media Com Inc • New York
SUBLEASESublease • February 16th, 2000 • Screaming Media Com Inc • New York
1 Exhibit 10.10 EMPLOYMENT AGREEMENT AGREEMENT dated as of November 8, 1999 between Screaming Media.Net, Inc., a Delaware corporation (the "Company"), and Kevin Clark (the "Executive"). WHEREAS the parties desire to enter into an employment agreement,...Employment Agreement • February 16th, 2000 • Screaming Media Com Inc • New York
1 Exhibit 10.30 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED...Common Stock Purchase Warrant • July 17th, 2000 • Screaming Media Com Inc • Services-business services, nec • New York
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 15th, 2003 • Pinnacor Inc • Services-business services, nec
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of December 15, 2003, by and among NMP, Inc., a Delaware corporation (“Holdco”), MarketWatch.com, Inc., a Delaware corporation (“Parent”), Pinnacor Inc., a Delaware corporation (“Company”), Maple Merger Sub, Inc., a Delaware corporation (“Parent Merger Sub”) and a direct wholly-owned subsidiary of Holdco, and Pine Merger Sub, Inc., a Delaware corporation (“Company Merger Sub”) and a direct wholly owned subsidiary of Holdco.
1 Exhibit 10.1 MASTER LEASE AGREEMENTMaster Lease Agreement • February 16th, 2000 • Screaming Media Com Inc • Massachusetts
1 Exhibit 10.16 [ROBINSON LERER & MONTGOMERY LETTERHEAD] April 22, 1999 Mr. Alan S. Ellman President Screaming Media.Net, Inc. 55 Broad Street, 23rd Floor New York, NY 10004 Dear Mr. Ellman: This letter, when signed by both Screaming Media.Net, Inc....Consulting Agreement • February 16th, 2000 • Screaming Media Com Inc
AMENDMENT NO. 1 TO THE VOTING AND WAIVER AGREEMENTVoting and Waiver Agreement • December 15th, 2003 • Pinnacor Inc • Services-business services, nec
This Amendment No. 1, dated December 15, 2003, amends the Voting and Waiver Agreement, dated as of July 22, 2003 (the “Agreement”), by and among NMP, Inc., MarketWatch.com, Inc., Pinnacor Inc. (the “Company”), CBS Broadcasting Inc. (“CBS”) and Pearson International Finance Ltd. (“PIFL”). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Agreement.
