OPTION AGREEMENT OPTION AGREEMENT (this "Agreement") dated as of December 18th, 2000 between Sandler Capital Partners V FTE, L.P. ("Optionee"), a Delaware limited partnership, and Zach Lonstein ("Lonstein"), an individual domiciled in the State of New...Option Agreement • January 10th, 2001 • Sandler Capital Management • New York
ARTICLE ISecurities Purchase Agreement • May 22nd, 2000 • Sandler Capital Management • New York
Series A Common Stock Warrants of Computer Outsourcing Services, Inc. ---------------------------------------------Warrant Agreement • May 22nd, 2000 • Sandler Capital Management • New York
JOINT FILING AGREEMENTJoint Filing Agreement • October 10th, 2001 • Sandler Capital Management
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of AMC Entertainment, Inc and that this Agreement be included as an Exhibit to such statement.
March 18, 2002 National City Bank Corporate Trust Administration 629 Euclid Avenue, Suite 635 Cleveland, Ohio 44114 Attention: Laura Kress Re: AMENDMENT NO. 1 TO RIGHTS AGREEMENT Ladies and Gentlemen: Pursuant to Section 27 of the Rights Agreement...Rights Agreement • March 28th, 2002 • Sandler Capital Management
ARTICLE 1Warrant Agreement • March 21st, 2001 • Sandler Capital Management • New York
EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is dated as of March 19, 2002, and made by and between Penton Media, Inc., a Delaware corporation (the "COMPANY"), ABRY Mezzanine Partners L.P., a...Registration Rights Agreement • March 28th, 2002 • Sandler Capital Management • New York
EXHIBIT 16 ---------- EXCHANGE AGREEMENTExchange Agreement • October 23rd, 2003 • Sandler Capital Management • New York
EXHIBITSSecurities Purchase Agreement • March 21st, 2001 • Sandler Capital Management • New York
EXHIBIT 17 ---------- TERM LOAN AGREEMENTTerm Loan Agreement • October 23rd, 2003 • Sandler Capital Management • New York
RECITALSStockholders' Agreement • October 23rd, 2003 • Sandler Capital Management • New York
EXHIBIT 18 ---------- SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2003 • Sandler Capital Management • New York
EXHIBIT 8 ASSIGNMENT AND ASSUMPTION OF SECURITIES --------------------------------------- ASSIGNMENT AND ASSUMPTION OF SECURITIES AGREEMENT, dated as of May 10, 2000, by and between Computer Outsourcing Services, Inc., a Delaware corporation (the...Assignment and Assumption • May 22nd, 2000 • Sandler Capital Management • New York
ASSIGNMENT AND ASSUMPTION OF SECURITIES ASSIGNMENT AND ASSUMPTION OF SECURITIES AGREEMENT, dated as of December 18th, 2000, by and between Zach Lonstein ("Lonstein"), Sandler Capital Partners V, L.P. (the "Assignor"), and Sandler Capital Partners V...Assignment and Assumption of Securities • January 10th, 2001 • Sandler Capital Management • New York
DATED AS OF MARCH 18, 2002Series B Convertible Preferred Stock and Warrant Purchase Agreement • March 28th, 2002 • Sandler Capital Management • New York
EXECUTION COPY This Warrant was originally issued on March 18, 2002, and such issuance was not registered under the Securities Act of 1933, as amended. The transfer of this Warrant and the securities obtainable upon exercise hereof is subject to the...Exercise Agreement • March 28th, 2002 • Sandler Capital Management • Delaware
INSTRUMENT OF ACCESSION The undersigned, by execution of this instrument of accession as of this 19th day of December, 2000, hereby agrees to become a party to, and to be bound by, as if it had been an original signatory thereto, the Amended and...Sandler Capital Management • January 10th, 2001
The undersigned, by execution of this instrument of accession as of this 19th day of December, 2000, hereby agrees to become a party to, and to be bound by, as if it had been an original signatory thereto, the Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement") dated as of December 11, 2000, by and among Infocrossing, Inc. ("Infocrossing") DB Capital Investors, L.P., ("DB Capital") Sandler Capital Partners V, L.P., Sandler Internet Partners, L.P., Sandler Co-Investment Partners, L.P., (the "Sandler Entities") the Management Stockholders listed on Schedule A thereto and the Non-Management Stockholders listed on Schedule B thereto and to the Registration Rights Agreement (the "Registration Rights Agreement") by and among Infocrossing, DB Capital, the Sandler Entities and Zach Lonstein, a resident of the State of New York, dated as of May 10, 2000.
AMENDED AND RESTATED OPTION AGREEMENT AMENDED AND RESTATED OPTION AGREEMENT (this "Agreement") dated as of December 18th, 2000 between Sandler Capital Partners V, L.P. ("Optionee"), a Delaware limited partnership, and Zach Lonstein ("Lonstein"), an...And Restated Option Agreement • January 10th, 2001 • Sandler Capital Management • New York
SANDLER CAPITAL MANAGEMENTSandler Capital Management • October 23rd, 2003
In accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of an Amendment on Schedule 13D (including any additional amendments thereto) with respect to the securities of Infocrossing, Inc. and that this Agreement be filed as an Exhibit to such Amendment on Schedule 13D.
EXHIBIT 1Sandler Capital Management • March 28th, 2002
In accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the securities of Penton Media, Inc. and that this Agreement be filed as an Exhibit to such statement on Schedule 13D.
