Exhibit (d)(2) LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this "Agreement") dated as of June 12, 2003 by and among APPLIED GRAPHICS TECHNOLOGIES, INC., KAGT HOLDINGS, INC ("KAGT"), a newly formed Delaware corporation affiliated with KOHLBERG MANAGEMENT...Lock-Up Agreement • June 20th, 2003 • Kagt Holdings Inc • Services-mailing, reproduction, commercial art & photography • New York
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF APPLIED GRAPHICS TECHNOLOGIES, INC. AT $0.85 NET PER SHARE BYOffer to Purchase • June 20th, 2003 • Kagt Holdings Inc • Services-mailing, reproduction, commercial art & photography
Execution Copy TENDER AGREEMENT THIS TENDER AGREEMENT (this "Agreement") dated June 12, 2003, is entered into between KAGT HOLDINGS, INC., a Delaware corporation ("Parent"), KAGT ACQUISITION CORP., a Delaware corporation and wholly owned subsidiary of...Tender Agreement • June 20th, 2003 • Kagt Holdings Inc • Services-mailing, reproduction, commercial art & photography • New York
AmongMerger Agreement • June 20th, 2003 • Kagt Holdings Inc • Services-mailing, reproduction, commercial art & photography • Delaware
