Context Integration Inc – UNDERWRITING AGREEMENT (March 6th, 2000)
_______________ SHARES CONTEXT INTEGRATION, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT __________, 2000 Exhibit 1.1 _____________, 20__ Morgan Stanley & Co. Incorporated Deutsche Bank Securities Inc. Fleet Boston Robertson Stephens Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: CONTEXT INTEGRATION, a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "UNDERWRITERS") _______________ shares of its common stock, $0.001 par value per share (the "FIRM SHARES"). The Company also proposes to issue and sell to the several Underwriters not more than an additional ______________ shares of its common
Context Integration Inc – 1999 STOCK OPTION PLAN (March 6th, 2000)
Exhibit 10.4 1999 STOCK OPTION PLAN OF UNDERLINE, INC. 1. PURPOSES OF THE PLAN. This stock option plan (the "Plan") is designed to provide an incentive to key employees (including directors and officers who are key employees) and to consultants and directors who are not employees of Underline, Inc., a New York corporation (the "Company"), and its present and future Subsidiaries (as defined in Section 19), and to offer an additional inducement in obtaining the services of such persons. The Plan provides for the grant of "incentive stock options" ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and nonqualified stock options which do not qualify as ISOs ("NQSOs"), but the Company makes no representation or warranty, express or implied, as to the qual
Context Integration Inc – CERTIFICATE OF INCORPORATION (March 6th, 2000)
EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONTEXT INTEGRATION, INC. Context Integration, Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify: 1. The company was incorporated under the name "The Context Group" pursuant to its original Certificate of Incorporation filed with the Secretary of State of the State of Delaware on October 13, 1992. 2. This Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the corporation's Certificate of Incorporation as heretofore amended. The amendments and restatement herein set forth have been duly approved by the Board of Directors in accordance with Sections 242 and 245 of the General Corporation Law of Dela
Context Integration Inc – AGREEMENT AND PLAN OF REORGANIZATION (March 6th, 2000)
Exhibit 4.3 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CONTEXT INTEGRATION, INC., UNDERLINE, INC AND DONALD JOSEPH EDGERTON, PAUL GECZIK, ANDREAS BENDER AND THE DONALD JOSEPH EDGERTON FAMILY TRUST Dated as of January 31, 2000 TABLE OF CONTENTS Page ---- ARTICLE I THE MERGER................................................................
Context Integration Inc – 1997 STOCK PLAN (March 6th, 2000)
EXHIBIT 10.3 CONTEXT INTEGRATION, INC. 1997 STOCK PLAN (as amended February 17, 2000) 1. Purposes of the Plan. The purposes of this Stock Plan are to attract -------------------- and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: ----------- (a) "Administrator" means the Board or any of its Committees as shall ------------- be administering the Pl
Context Integration Inc – THIRD AMENDED AND RESTATED RIGHTS AGREEMENT (March 6th, 2000)
Exhibit 4.2 CONTEXT INTEGRATION, INC. THIRD AMENDED AND RESTATED RIGHTS AGREEMENT THIS THIRD AMENDED AND RESTATED RIGHTS AGREEMENT (this "Rights Agreement") is entered into as of February 17, 2000 by and among Context Integration, Inc., a Delaware corporation (the "Company"), the holders of Series A Preferred Stock of the Company listed on Schedule A attached hereto (the "Series A Purchasers"), the holders of Series B Preferred Stock of the Company listed on Schedule A attached hereto (the "Series B Purchasers"), the holders of Series C Preferred Stock of the Company listed on Schedule A attached hereto other than Teck Chye Lau and David L. Smith (the "Series C Purchasers" and together with the Series A Purchasers and the Series B Purchasers, the "Purchasers" and each a "Purchaser"), and the holders of Common Stock listed on Schedule A attached hereto (the "
Context Integration Inc – 1993 STOCK OPTION PLAN OF CONTEXT INTEGRATION, INC. (March 6th, 2000)
EXHIBIT 10.2 1993 STOCK OPTION PLAN OF CONTEXT INTEGRATION, INC. WHEREAS, the Board of Directors of CONTEXT INTEGRATION, INC., a Delaware corporation, deems it to be in the best interest of the Company that certain employees of the Company or of its Subsidiaries be given the opportunity to acquire Stock pursuant to a stock option plan and thereby to increase their incentive to contribute to the growth of the Company and its Subsidiaries; NOW, THEREFORE, the Board of Directors has adopted this Stock Option Plan as of the date set forth below: 1. GENERAL ------- 1.1 Purpose of Plan. This Plan is intended to encourage Stock ownership by --------------- employees of the Company or of its Subsidiaries and to provide additional incentive for them to remain in the employ of the Company or its Subsidiaries a