EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
EXHIBIT 10.2 STOCKHOLDERS AGREEMENTStockholders Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
EXHIBIT 2.2 FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 23rd, 2000 • Talentpoint Inc
EXHIBIT 1.1 _______ Shares TALENTPOINT, INC. Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • June 23rd, 2000 • Talentpoint Inc • New York
INDEX TO LOAN AGREEMENTLoan Agreement • June 23rd, 2000 • Talentpoint Inc
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is entered into as of December 16, 1999 by and among Raymond Karsan Holdings, Inc., a Pennsylvania corporation (the "Company") and Parthenon Investors, L.P., PCIP Investors,...Registration Rights Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
December 16, 1999Management Agreement • June 23rd, 2000 • Talentpoint Inc • Massachusetts
Exhibit 10.10 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
2.4. Manner and Time of Payment. All payments made by the Company pursuant -------------------------- to this Note shall be made without defense, set off or counterclaim, in same day funds and delivered to the holders of the Notes not later than Noon...Senior Subordinated Note • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
RECITALSBonus and Severance Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
RECITALSExchange and Conversion Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
RECITALSEmployment Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
EXHIBIT 10.8 EMPLOYMENT AGREEMENT AGREEMENT made this 1st day of June, 1997, by and between International Holding Company, a Pennsylvania Corporation trading as RAYMOND KARSAN ASSOCIATES (the "Company"), and Bill L. Erickson (the "Employee"). In...Employment Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
EXHIBIT 10.1 CLASS B COMMON STOCK AND WARRANT PURCHASE AGREEMENT by and among RAYMOND KARSAN HOLDINGS, INC.Class B Common Stock and Warrant Purchase Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
EXHIBIT 10.5 UNLIMITED GUARANTY THIS GUARANTY, dated as of December 27, 1999 by RAYMOND KARSAN HOLDINGS, INC., a Pennsylvania corporation with a principal place of business at 170 South Warner Road, Suite 110, Wayne, Pennsylvania 19087 (the...Unlimited Guaranty • June 23rd, 2000 • Talentpoint Inc • Massachusetts
