EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 27th, 1997 • Open Market Inc • Services-prepackaged software • Massachusetts
ARTICLE IEscrow Agreement • June 4th, 2001 • Open Market Inc • Services-prepackaged software • New York
AGREEMENT ---------Loan and Security Agreement • November 14th, 1997 • Open Market Inc • Services-prepackaged software
Exhibit 99.2 ------------ SECURITIES PURCHASE AGREEMENT ----------------------------- SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 30, 1998, by and among OPEN MARKET, INC., a corporation organized under the laws of the State of...Securities Purchase Agreement • August 4th, 1998 • Open Market Inc • Services-prepackaged software • New York
PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this "Agreement" or this "Contract") is made and entered into as of the 23rd day of August, 2000, by and among FOLIO CORPORATION, a Utah corporation ("Seller") and VISION IV PROPERTIES,...Purchase and Sale Agreement • November 14th, 2000 • Open Market Inc • Services-prepackaged software • Utah
AGREEMENT OF MERGER OF NORWAY ACQUISITION CORPORATION AND ICENTRAL, INCORPORATEDMerger Agreement • May 13th, 1998 • Open Market Inc • Services-prepackaged software • Utah
ARTICLE II REPRESENTATIONS AND WARRANTIESAsset Purchase Agreement • April 9th, 2001 • Open Market Inc • Services-prepackaged software
EXHIBIT 99.3 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES...Common Stock Purchase Warrant • March 27th, 2001 • Open Market Inc • Services-prepackaged software
Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (the "AMENDMENT") is made this 10th day of September, 2001 by and among divine, inc., a Delaware corporation ("PARENT"), DI1 Acquisition Company, a...Agreement and Plan of Merger • September 17th, 2001 • Open Market Inc • Services-prepackaged software
Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 25, 2001 between Theddingworth International Limited ("Purchaser") and Open Market, Inc. (the "Company"). WHEREAS, simultaneously with the execution and...Registration Rights Agreement • June 4th, 2001 • Open Market Inc • Services-prepackaged software • New York
RECITALSLoan and Security Agreement • November 14th, 1997 • Open Market Inc • Services-prepackaged software
EXHIBIT 99.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("AGREEMENT") is entered into as of March 20, 2001 between Open Market, Inc., a Delaware corporation with offices at One Wayside Road, Burlington, Massachusetts 01803 (the...Registration Rights Agreement • March 27th, 2001 • Open Market Inc • Services-prepackaged software • New York
Exhibit 99.1 CREDIT AGREEMENT Dated as of August 15, 2001Credit Agreement • August 17th, 2001 • Open Market Inc • Services-prepackaged software • Delaware
Exhibit 2 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of August 15, 2001 (this "Agreement"), among the stockholders listed on the signature page(s) hereto (collectively, "Stockholders" and each individually, a "Stockholder"), Open Market,...Stockholder Agreement • August 24th, 2001 • Open Market Inc • Services-prepackaged software • Delaware
ARTICLE 1Common Stock Purchase Agreement • June 4th, 2001 • Open Market Inc • Services-prepackaged software • New York
EXHIBIT 99.1 ------------ SECURITIES PURCHASE AGREEMENT ----------------------------- SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 30, 1998, by and among OPEN MARKET, INC., a corporation organized under the laws of the State of...Securities Purchase Agreement • August 4th, 1998 • Open Market Inc • Services-prepackaged software • Massachusetts
EXHIBIT 10.25 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 17th day of November, 2000, is entered into by Open Market, Inc., a Delaware corporation with its principal place of business at 1 Wayside Road, Burlington, MA...Employment Agreement • April 2nd, 2001 • Open Market Inc • Services-prepackaged software • Massachusetts
WHEREAS:Registration Rights Agreement • August 4th, 1998 • Open Market Inc • Services-prepackaged software • New York
FIFTH LOAN MODIFICATION AGREEMENT (EXIM LINE)Loan Modification Agreement • August 2nd, 2001 • Open Market Inc • Services-prepackaged software
Exhibit 99.3 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...Stock Purchase Warrant • June 4th, 2001 • Open Market Inc • Services-prepackaged software • Delaware
EXHIBIT 99.3 VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON JULY 30, 2003 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...Warrant Agreement • August 4th, 1998 • Open Market Inc • Services-prepackaged software • Massachusetts
ANDLease Agreement • March 31st, 1997 • Open Market Inc • Services-prepackaged software • Massachusetts
andRights Agreement • January 30th, 1998 • Open Market Inc • Services-prepackaged software • Delaware
FOLIO CORPORATION c/o Open Market, Inc. One Wayside Road Burlington, Massachusetts 01803Purchase and Sale Agreement • November 14th, 2000 • Open Market Inc • Services-prepackaged software
BY AND AMONG DIVINE, INC.Merger Agreement • August 24th, 2001 • Open Market Inc • Services-prepackaged software • Delaware
ARTICLE 2 REPRESENTATIONS AND WARRANTIESPurchase Agreement • March 27th, 2001 • Open Market Inc • Services-prepackaged software • New York
EXHIBIT 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This Amendment No. 2 dated as of March 20, 2001 hereby amends the Rights Agreement dated as of January 26, 1998, as amended by Amendment No. 1 dated as of February 17, 1999 (the "Agreement"), between...Rights Agreement • March 27th, 2001 • Open Market Inc • Services-prepackaged software
i) Any securities distributed in respect of or in exchange for any of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow...Escrow Agreement • August 9th, 1999 • Open Market Inc • Services-prepackaged software • Massachusetts
AMONGStock Purchase Agreement • March 24th, 1997 • Open Market Inc • Services-prepackaged software • Massachusetts
EXHIBIT 10.26 FORM OF EXECUTIVE RETENTION AGREEMENT The following persons are party to the attached agreement with the Company as of the date set forth: NAME DATE CONDITIONS VARYING FROM STANDARD AGREEMENT ---- ----...Executive Retention Agreement • March 31st, 1998 • Open Market Inc • Services-prepackaged software • Delaware
TOEmployment Agreement • May 15th, 1998 • Open Market Inc • Services-prepackaged software
Exhibit 4.1 AMENDMENT NO. 3 TO RIGHTS AGREEMENT This Amendment No. 3 dated as of March 25, 2001 hereby amends the Rights Agreement dated as of January 26, 1998, as amended by Amendment No. 1 dated as of February 17, 1999 and Amendment No. 2 dated as...Rights Agreement • June 4th, 2001 • Open Market Inc • Services-prepackaged software
Exhibit 10.26 EXECUTIVE RETENTION AGREEMENT THIS EXECUTIVE RETENTION AGREEMENT is made as of November 17, 2000 by and between Open Market, Inc., a Delaware corporation (the "Company"), and Ed Durkin (the "Executive"). The Board of Directors of the...Executive Retention Agreement • April 2nd, 2001 • Open Market Inc • Services-prepackaged software • Delaware
Exhibit 10.22 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this day of July, 1999, is entered into by Open Market, Inc., a Delaware corporation with its principal place of business at 1 Wayside Road, Burlington, MA 01803 (the...Employment Agreement • March 30th, 2000 • Open Market Inc • Services-prepackaged software • Massachusetts
Exhibit 10.10 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT BORROWERS: OPEN MARKET, INC. FUTURETENSE, INC. ADDRESS: ONE WAYSIDE ROAD BURLINGTON, MASSACHUSETTS 01803 DATE: FEBRUARY 28, 2001 THIS LOAN AND SECURITY AGREEMENT is entered into on the...Loan and Security Agreement • August 2nd, 2001 • Open Market Inc • Services-prepackaged software • California
