EXHIBIT 4.2 VOID AFTER 5:00 P.M., MOUTAIN TIME, ON __________, 2002 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS...Warrant Agreement • June 20th, 2000 • Alpnet Inc • Services-business services, nec • Utah
EXHIBIT (E)(9) GUARANTEE AGREEMENT entered into at Montreal, Province of Quebec, as of November 30, 2001. AMONG: AUTOMATED LANGUAGE PROCESSING SYSTEMS LTD. ("GUARANTOR") AND: ARCTIC INC. ("LENDER") WHEREAS Alpnet Inc. (the "BORROWER") has executed a...Guarantee Agreement • December 13th, 2001 • Alpnet Inc • Services-business services, nec • Quebec
RECITALSPurchase Agreement • July 14th, 2000 • Alpnet Inc • Services-business services, nec • New York
December 11, 2001 SDL plc Butler House Market Street Maidenhead SL6 8AA United Kingdom Re: Stockholder Agreement Dear Sirs: The undersigned (the "Stockholder") understands that SDL plc, a company organized under the laws of England and Wales ("SDL")...Stockholder Agreement • December 14th, 2001 • Alpnet Inc • Services-business services, nec • New York
EXHIBIT (D) (1) AGREEMENT AND PLAN OF MERGER dated as of December 12, 2001Merger Agreement • December 13th, 2001 • Alpnet Inc • Services-business services, nec • Utah
WARRANT TO PURCHASE COMMON STOCK OF ALPNET, INC.Warrant Agreement • December 13th, 2001 • Alpnet Inc • Services-business services, nec • Utah
R E C I T A L S: - - - - - - - -Stock Purchase Agreement • July 14th, 1999 • Alpnet Inc • Services-business services, nec • Utah
EXHIBIT 10.2 STOCK PURCHASE AND SALE AGREEMENT THIS STOCK PURCHASE AND SALE AGREEMENT (this "AGREEMENT"), is made and entered into this 20th day of November 1995, by and between ALPNET, INC. whose address is 4444 South 700 East, Suite 204, Salt Lake...Stock Purchase and Sale Agreement • November 13th, 1995 • Alpnet Inc • Services-business services, nec • Utah
EXHIBIT 10.1 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the "AGREEMENT") is made effective as of 17 August 1995 by and between Michael F. Eichner ("EICHNER") and ALPNET, Inc., a Utah corporation ("ALPNET" or the "COMPANY"). R E C I T A...Debt Conversion Agreement • November 13th, 1995 • Alpnet Inc • Services-business services, nec • Utah
LOAN AGREEMENTLoan Agreement • December 13th, 2001 • Alpnet Inc • Services-business services, nec
E X H I B I T 1 0.8 SPECIMEN EXECUTIVE STOCK OPTION AGREEMENT DATED 17 AUGUST 1995 ALPNET EXECUTIVE STOCK OPTION THIS EXECUTIVE STOCK OPTION (the "OPTION") is granted effective as of 17 August 1995, by ALPNET, INC., a Utah corporation having its...Executive Stock Option Agreement • March 28th, 1996 • Alpnet Inc • Services-business services, nec • Utah
EXHIBIT 4.3 ASSIGNMENT AND CONSENT PROFESSIONAL CONSULTING AGREEMENT THIS ASSIGNMENT AND CONSENT ("Assignment") is made this first day of October, 1999, by and among MDC Group, Inc. ("MDC Group"), a Colorado corporation, Shareholder Relations Group,...Professional Consulting Agreement • June 1st, 2000 • Alpnet Inc • Services-business services, nec
December 11, 2001 SDL International plc Butler House Market Street Maidenhead SL6 8AA United Kingdom Re: Stockholder Agreement Dear Sirs: The undersigned (the "Stockholder") understands that SDL International plc, a company organized under the laws of...Stockholder Agreement • December 13th, 2001 • Alpnet Inc • Services-business services, nec • New York
ALPNET, INC. (Name of Subject Company) ALPNET, INC. (Name of Persons Filing Statement) COMMON SHARES, NO PAR VALUE (Title of Class of Securities) 021089 10 7 (CUSIP Number of Class of Securities) MICHAEL F. EICHNER, CHIEF EXECUTIVE OFFICER AND JOHN W....Schedule 14d-9 • December 13th, 2001 • Alpnet Inc • Services-business services, nec
CERTIFICATE NUMBER *87,339* *PD001* SHARES OF SERIES D PREFERRED STOCK THIS IS TO CERTIFY THAT, FOR VALUE RECEIVED, MICHAEL F. EICHNER (the "HOLDER"), is the registered holder of *87,339* shares of the $2.81 convertible, voting, non- cumulative 10%...Convertible Preferred Stock Agreement • November 13th, 1995 • Alpnet Inc • Services-business services, nec • Utah
LETTERHEAD]Placement Agent Agreement • August 17th, 2000 • Alpnet Inc • Services-business services, nec • New York
ALPNET, INC. AND ARCTIC INC.Security and Pledge Agreement • December 13th, 2001 • Alpnet Inc • Services-business services, nec • Utah
December 11, 2001 SDL International plc Butler House Market Street Maidenhead SL6 8AA United Kingdom Re: Stockholder Agreement Dear Sirs: The undersigned (the "Stockholder") understands that SDL International plc, a company organized under the laws of...Stockholder Agreement • December 13th, 2001 • Alpnet Inc • Services-business services, nec • New York
December 12, 2001 SDL International plc Butler House Market Street Maidenhead SL6 8AA United Kingdom Re: Stockholder Agreement Dear Sirs: The undersigned (the "Stockholder") understands that SDL International plc, a company organized under the laws of...Stockholder Agreement • December 13th, 2001 • Alpnet Inc • Services-business services, nec • New York
exhibit (e) (7) PLEDGE AGREEMENT Montreal, November 30, 2001 BY: ALPNET, INC. (the "PLEDGOR") -- IN FAVOUR OF: ARCTIC INC. (the "LENDER") ------------ 1. DEFINITIONS Unless it is otherwise apparent from or inconsistent with the context, certain words...Pledge Agreement • December 13th, 2001 • Alpnet Inc • Services-business services, nec • Quebec
EXHIBIT 10.6Financial Monitoring Agreement • March 27th, 1998 • Alpnet Inc • Services-business services, nec
SDL International plc Butler House Market Street Maidenhead SL6 8AA United Kingdom Re: Stockholder Agreement Dear Sirs:Stockholder Agreement • December 20th, 2001 • Alpnet Inc • Services-business services, nec • New York
The undersigned (the "Stockholder") understands that SDL International plc, a company organized under the laws of England and Wales ("Acquiror") is considering an acquisition of all or substantially all of the capital stock of ALPNET, Inc. (the "Acquisition").
EXHIBIT (E) (8) PLEDGE AGREEMENT Montreal, November 30, 2001 BY: AUTOMATED LANGUAGE PROCESSING SYSTEMS LTD. (the "PLEDGOR") -- IN FAVOUR OF: ARCTIC INC. (the "LENDER") ------------ 1. DEFINITIONS Unless it is otherwise apparent from or inconsistent...Pledge Agreement • December 13th, 2001 • Alpnet Inc • Services-business services, nec • Quebec
R E C I T A L S: - - - - - - - -Stock Purchase Agreement • August 11th, 1999 • Alpnet Inc • Services-business services, nec
AGREEMENT AND PLAN OF MERGER dated as of December 12, 2001 by and among SDL plc Arctic Inc. and ALPNET, Inc.Merger Agreement • December 20th, 2001 • Alpnet Inc • Services-business services, nec • Utah
This AGREEMENT AND PLAN OF MERGER dated as of December 12, 2001 (the "Agreement") is made and entered into by and among SDL plc, a company organized under the laws of England and Wales ("Parent"), Arctic Inc., a Utah corporation which is wholly owned directly or indirectly by Parent ("Sub"), and ALPNET, Inc., a Utah corporation (the "Company").
EXHIBIT 10.6 FINANCIAL MONITORING AGREEMENT DATED 31 MARCH 1994 BETWEEN H.F. BOECKMANN, II AND ALPNET, INC. FINANCIAL MONITORING AGREEMENT This Financial Monitoring Agreement (the "AGREEMENT") is made effective as of 31 March 1994 by and between H. F....Financial Monitoring Agreement • March 28th, 1996 • Alpnet Inc • Services-business services, nec • Utah
SHARE OPTION AGREEMENTShare Option Agreement • December 20th, 2001 • Alpnet Inc • Services-business services, nec • Utah
SHARE OPTION AGREEMENT, dated as of December 12, 2001 (the "Agreement"), between ARCTIC INC., a Utah corporation ("Purchaser"), and ALPNET, INC., a Utah corporation (the "Company").
exhibit (d) (2) SHARE OPTION AGREEMENT SHARE OPTION AGREEMENT, dated as of December 12, 2001 (the "Agreement"), between ARCTIC INC., a Utah corporation ("Purchaser"), and ALPNET, INC., a Utah corporation (the "Company"). WHEREAS, simultaneously with...Share Option Agreement • December 13th, 2001 • Alpnet Inc • Services-business services, nec • Utah
EXHIBIT 4.2 PROFESSIONAL CONSULTING AGREEMENT THIS PROFESSIONAL CONSULTING AGREEMENT is made this 16th day of July, 1999, by and between MDC Group, Inc. ("Consultant"), a Colorado corporation, and ALPNET, Inc. ("Company"), a Utah corporation. WHEREAS,...Professional Consulting Agreement • June 1st, 2000 • Alpnet Inc • Services-business services, nec
EXHIBIT 4.1 THE SECURITY REPRESENTED BY THIS INSTRUMENT WAS ORIGINALLY ISSUED ON [EXECUTION DATE], AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW. CONVERTIBLE UNSECURED NOTE...Convertible Unsecured Note • June 1st, 2000 • Alpnet Inc • Services-business services, nec • Utah
exhibit (e) (1) THE SECURITY REPRESENTED BY THIS INSTRUMENT WAS ORIGINALLY ISSUED ON ______________________, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW. CONVERTIBLE UNSECURED NOTEConvertible Unsecured Note • December 13th, 2001 • Alpnet Inc • Services-business services, nec • Utah
ALPNET, INC.Loan and Security Agreement • December 13th, 2001 • Alpnet Inc • Services-business services, nec • Utah
December 11, 2001 SDL plc Butler House Market Street Maidenhead SL6 8AA United Kingdom Re: Stockholder Agreement Dear Sirs: The undersigned (the "Stockholder") understands that SDL plc, a company organized under the laws of England and Wales ("SDL")...Stockholder Agreement • December 13th, 2001 • Alpnet Inc • Services-business services, nec • New York
