Agency Com Ltd Sample Contracts

Agency Com Ltd – AGENCY.COM ANNOUNCES COMPLETION OF FOUNDERS' AGREEMENT WITH SENECA INVESTMENTS (October 11th, 2001)

EXHIBIT 99.3 [AGENCY.COM Ltd. letterhead] FOR IMMEDIATE RELEASE AGENCY.COM ANNOUNCES COMPLETION OF FOUNDERS' AGREEMENT WITH SENECA INVESTMENTS LLC; Seneca Investments now owns approximately 65% of AGENCY.COM; Shareholder's Meeting scheduled for October 31, 2001 New York, NY - (October 1, 2001) - AGENCY.COM Ltd., (Nasdaq: ACOM), a leading e-business builder in global markets, said that the previously announced agreement by the company's founders' to sell their shares to Seneca Investments LLC has been completed. With the completion of this agreement, Seneca has increased its stake in AGENCY.COM to approximately 65% (calculated by diluting for warrants but not options) from about 45%. AGENCY.COM also announced that a special shareholders' meeting has been scheduled for October 31, 2001. At the meeting, shareholders will consider the merger in which Seneca would acquire the remaining shar

Agency Com Ltd – AGENCY.COM ENTERS INTO MERGER AGREEMENT (July 3rd, 2001)

EXHIBIT 99.2 [AGENCY.COM Ltd. Letterhead] [LOGO] AGENCY.COM FOR IMMEDIATE RELEASE AGENCY.COM ENTERS INTO MERGER AGREEMENT FOR $3.35 PER SHARE WITH SENECA INVESTMENTS LLC New York, NY - (June 26, 2001) - AGENCY.COM, Ltd. (Nasdaq: ACOM), a leading e-business builder in global markets, today announced that the Special Committee of its Board of Directors has recommended, and the Board of Directors has approved, a merger between AGENCY.COM and a wholly owned subsidiary of Seneca Investments LLC in which non-Seneca shareholders will receive $3.35 cash per share. Following negotiations between Seneca and AGENCY.COM's Special Committee, Seneca increased the price from its original proposal of $3.00 per share made on May 14, 2001. The merger agreement will be subject to the approval of

Agency Com Ltd – AGREEMENT AND PLAN OF MERGER (July 3rd, 2001)

EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger is made and entered into on June 26, 2001 (this "AGREEMENT"), among Seneca Investments LLC, a Delaware limited liability company ("PARENT"), E-Services Investments Agency Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent ("MERGER SUB"), and AGENCY.COM Ltd., a Delaware corporation (the "COMPANY"). RECITALS A. As of the date of this Agreement, Parent and Merger Sub beneficially own 19,928,278 shares of Common Stock, par value $.001 per share, of the Company (the "COMPANY SHARES") (assuming exercise of the Warrants), which Company Shares constitute 45.3% of the outstanding Company Shares (assuming exercise of the Warrants) (such Company Shares beneficially owned by Parent, the "PARENT SHARES"), and have entered into an agreement (as

Agency Com Ltd – SHARE PURCHASE AGREEMENT (June 4th, 2001)

Exhibit 99.1 SHARE PURCHASE AGREEMENT This Share Purchase Agreement is made and entered into on May 14, 2001 (this "AGREEMENT"), among Seneca Investments LLC, a Delaware limited liability company ("PARENT"), E-Services Investments Agency Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("PURCHASER"), and the Persons designated as Stockholders on the signature pages hereto (collectively, the "STOCKHOLDERS"). RECITALS A. The Stockholders desire to sell to Purchaser, and Purchaser desires to purchase and accept from the Stockholders, all of the shares of common stock of AGENCY.COM Ltd. a Delaware corporation (the "COMPANY"), owned by the Stockholders (collectively, the "PURCHASED SHARES") on the terms and subject to the conditions of this Agreement; and B. Parent, Purchaser and the Sto

Agency Com Ltd – AGENCY.COM ANNOUNCES AGREEMENT BETWEEN FOUNDERS AND SENECA INVESTMENTS LLC TO (June 4th, 2001)

EXHIBIT 99.3 [AGENCY.COM LOGO] FOR IMMEDIATE RELEASE AGENCY.COM ANNOUNCES AGREEMENT BETWEEN FOUNDERS AND SENECA INVESTMENTS LLC TO PURCHASE FOUNDERS' SHARES SENECA PROPOSES TO ACQUIRE REMAINDER OF ALL OUTSTANDING SHARES IN A SEPARATE TRANSACTION New York, NY - (May 14, 2001) - AGENCY.COM, Ltd., (Nasdaq: ACOM), a leading e-business builder in global markets, today announced that Chan Suh and Kyle Shannon, the founders of AGENCY.COM, reached an agreement with Seneca Investments, LLC, an e-services holding company formed by Omnicom Group Inc. and Pegasus Partners II, L.P, an investment company based in Greenwich, CT. Under the terms of the agreement, the founders of AGENCY.COM will sell their shares for cash to Seneca. The agreement is subject to a number of conditions and government approvals. Upon closing of the agreement, Seneca has indicated its stake in AGENCY.COM would increa

Agency Com Ltd – SECURED PROMISSORY NOTE (April 2nd, 2001)

Exhibit 10.29 AGENCY.COM LTD. SECURED PROMISSORY NOTE $2,600,000 December 11, 2000 FOR VALUE RECEIVED, CHAN W. SUH (the "BORROWER"), promises to pay to the order of AGENCY.COM LTD., a Delaware corporation (the "LENDER"), the principal amount of $2,600,000, together with interest accrued thereon, all as hereinafter provided. 1. INTEREST. Prior to the date upon which the balance of this Note becomes due and payable as described herein, the unpaid balance of the principal amount shall accrue interest at a rate equal to 8.50% per annum. Interest shall be compounded annually and shall be computed on the basis of a 360-day year. Any amounts overdue under this Note at December 11, 2002 shall bear interest at a rate of 8.50% per annum. All payments received by the Lender hereunder will be appl

Agency Com Ltd – SECURED PROMISSORY NOTE (April 2nd, 2001)

Exhibit 10.31 AGENCY.COM LTD. SECURED PROMISSORY NOTE $1,500,000 December 11, 2000 FOR VALUE RECEIVED, Eamonn Wilmott (the "BORROWER"), promises to pay to the order of AGENCY.COM LTD., a Delaware corporation (the "LENDER"), the principal amount of $1,500,000, together with interest accrued thereon, all as hereinafter provided. 1. INTEREST. Prior to the date upon which the balance of this Note becomes due and payable as described herein, the unpaid balance of the principal amount shall accrue interest at a rate equal to 8.50% per annum. Interest shall be compounded annually and shall be computed on the basis of a 360-day year. Any amounts overdue under this Note at December 11, 2001 shall bear interest at a rate of 8.50% per annum. All payments received by the Lender hereunder will be a

Agency Com Ltd – SECURED PROMISSORY NOTE (April 2nd, 2001)

Exhibit 10.30 AGENCY.COM LTD. SECURED PROMISSORY NOTE $838,672.91 December 11, 2000 FOR VALUE RECEIVED, KYLE SHANNON (the "BORROWER"), promises to pay to the order of AGENCY.COM LTD., a Delaware corporation (the "LENDER"), the principal amount of $838,672.91 together with interest accrued thereon, all as hereinafter provided. 1. INTEREST. Prior to the date upon which the balance of this Note becomes due and payable as described herein, the unpaid balance of the principal amount shall accrue interest at a rate equal to 8.50% per annum. Interest shall be compounded annually and shall be computed on the basis of a 360-day year. Any amounts overdue under this Note at December 11, 2002 shall bear interest at a rate of 8.50% per annum. All payments received by the Lender hereunder will be app

Agency Com Ltd – SEPARATION AND GENERAL RELEASE AND CONSULTING AGREEMENT (April 2nd, 2001)

Exhibit 10.28 SEPARATION AND GENERAL RELEASE AND CONSULTING AGREEMENT This Separation and General Release and Consulting Agreement ("Agreement") is entered into as of January 31, 2001 (the "Effective Date") between Janet Ambrosi Wertman for herself, her spouse, beneficiaries and agents ("Employee") and AGENCY.COM LTD its subsidiaries, divisions, officers, employees, and agents ("AGENCY.COM"). Because Employee and AGENCY.COM (the "Parties") desire to terminate their employment relationship as of January 31, 2001 (the "Termination Date") on an amicable basis, and to resolve all legal issues arising from said employment relationship, in consideration of the promises, conditions and obligations set forth in this Agreement, the Parties agree as follows: 1. AGENCY.COM promises to provide the compensation set forth below to Employee in exchange for the promises made by Employee in this Agreement

Agency Com Ltd – EMPLOYMENT AGREEMENT (April 2nd, 2001)

EXHIBIT 10.11 EMPLOYMENT AGREEMENT AGREEMENT made this 23rd day of October, 2000, by and between AGENCY.COM LTD., a Delaware corporation (the "Company"), and JAMES IMBRIACO (the "Executive"). W I T N E S S E T H: WHEREAS, the Company wishes to employ the Executive and the Executive wishes to accept such employment upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the promises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. EMPLOYMENT The Company agrees to employ the Executive during the Term specified in paragraph 2, and the Executive agrees to accept such employment, upon the terms and conditions hereinafter set forth. 2. TERM Subject to paragraphs 6 and 7 below and th

Agency Com Ltd – FUNDAMENTAL LEASE PROVISIONS (December 1st, 1999)

Exhibit 10.27 THIS LEASE ("LEASE") entered into as of the 15th day of April, 1999, between 20 PLACE ASSOCIATES LLC, a New York limited liability company, with an office c/o The Witkoff Group LLC, 220 East 42nd Street, New York, New York 10017 ("LANDLORD") and AGENCY.COM, LTD., a New York corporation, with an office at 665 Broadway, New York, New York 10012 ("TENANT"). FUNDAMENTAL LEASE PROVISIONS Landlord shall lease the Premises (as hereinafter defined) to Tenant, and Tenant shall let the Premises from Landlord, pursuant to the following Fundamental Lease Provisions: Premises: The Premises shall consist of the following areas upon delivery of such areas to Tenant in accordance with the provisions of Section 7.1(b):

Agency Com Ltd – CERTIFICATE OF INCORPORATION AND BYLAWS (November 24th, 1999)

Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF AGENCY.COM, LTD. ARTICLE I CERTIFICATE OF INCORPORATION AND BYLAWS Section 1. These By-Laws are subject to the Certificate of Incorporation of the Corporation, as amended to date. In these By-Laws, references to law, the Certificate of Incorporation and By-Laws mean the law, the provisions of the Certificate of Incorporation and the By-Laws as from time to time in effect. ARTICLE II OFFICES Section 1. The registered office of the Corporation in the State of Delaware shall be at 1013 Centre Road, in the city of Wilmington, state of Delaware. The registered agent at such address shall be the Company Corporation. S

Agency Com Ltd – "LAW"), AND THIS WARRANT HAS BEEN, AND THE COMMON STOCK TO BE ISSUED UPON (November 24th, 1999)

Exhibit 10.26 NEITHER THIS WARRANT, NOR THE COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF, HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION (THE "LAW"), AND THIS WARRANT HAS BEEN, AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF WILL BE, ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SUCH SALE OR OTHER DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAW RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY (AS THAT TERM IS DEFINED BELOW) AND ITS COUNSEL, THAT SAID REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT AND LAW, RESPECTIVELY. AGENCY.COM LTD. April 28, 1999 1,535

Agency Com Ltd – AGREEMENT AND PLAN OF MERGER (November 24th, 1999)

Exhibit 10.20 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER by and among AGENCY.COM LTD., ITT ACQUISITION INC. INTERACTIVE TRAFFIC INC., and THE STOCKHOLDERS LISTED ON ANNEX I -------------------------------------------------------------------------------- Dated as of October 21, 1999 TABLE OF CONTENTS ARTICLE I ................................................................... 2 THE MERGER .................................................................. 2 Section 1.1 The Merger ................................................... 2 Section 1.2 Effective Time ....

Agency Com Ltd – [LOGO] PICTORIS ACQUISITION AGREEMENT (November 24th, 1999)

Exhibit 10.21 [LOGO] PICTORIS ACQUISITION AGREEMENT Pictoris Interactive Acquisition Agreement (hereinafter referred to as "this AGREEMENT") dated October 23, 1999 by and between AGENCY.COM LTD. (hereinafter referred to as the "PURCHASER"), a corporation organized under the laws of the State of Delaware, whose head office is located 665, Broadway NEW YORK, NEW YORK 10012, represented by Johnathan P. TANN, Vice-President; and Frederic PIE, a French national, born on December 14, 1964 in L'Hay-les-Roses (F-9424O) and residing at 116, rue de Rennes 75006 PARIS, Carine BARBELIVIEN, a French national, born on March 13, 1967 in Caen (F-14000) and residing at 5 rue du Faubourg Poissonaiere 75009 PARIS, Francis MELEARD, a French national, born on February 2, 1968 in Nogent-sur-Marne (F-94130) and residing at 5 rue du Faubourg Poissonniere 75009

Agency Com Ltd – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (November 24th, 1999)

Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AGENCY.COM LTD. (Pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware) AGENCY.COM LTD. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "General Corporation Law"), DOES HEREBY CERTIFY: FIRST: That the Corporation was originally incorporated in Delaware, and the date of its filing of its original Certificate of Incorporation with the Secretary of State of Delaware was June 1, 1998. An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on August 13, 1999. SECOND: That the Board of Directors duly adopted resolutions

Agency Com Ltd – REGISTRATION RIGHTS AGREEMENT (November 24th, 1999)

Exhibit 10.18 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is made and entered into as of November 23, 1999, by and among AGENCY.COM LTD., a Delaware corporation (the "Company"), and OMNICOM GROUP INC., a New York corporation (the "Stockholder"). RECITALS A. The Stockholder owns (together with its affiliates) 12,528,278 shares of Common Stock (the "Currently Owned Shares") and warrants (the "Warrants") to acquire an additional 6,000,000 shares of Common Stock (the "Warrant Shares"). The Currently Owned Shares, the Warrant Shares and any Other Equity Securities from time to time owned by the Stockholder or any of its Affiliates are collectively referred to herein as the "Shares." B. The Company has agreed to provide certain registration rights with respect to the Registrable Securities o

Agency Com Ltd – STOCK EXCHANGE AGREEMENT (November 24th, 1999)

Exhibit 10.22 -------------------------------------------------------------------------------- STOCK EXCHANGE AGREEMENT by and between AGENCY.COM LTD. and VISIONIK HOLDING ApS ASSOCIATED MANAGEMENT SERVICES A/S (Shareholders of Visionik A/S) and J0RGEN LEMBKE S0REN HOUGAARD-HANSEN -------------------------------------------------------------------------------- Dated November 3, 1999 STOCK EXCHANGE AGREEMENT STOCK EXCHANGE AGREEMENT (the "Agreement") dated November 3, 1999 by and between AGENCY.COM LTD., a corporation organized und

Agency Com Ltd – "LAW"), AND THIS WARRANT HAS BEEN, AND THE COMMON STOCK TO BE ISSUED UPON (November 24th, 1999)

Exhibit 10.25 NEITHER THIS WARRANT, NOR THE COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF, HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION (THE "LAW"), AND THIS WARRANT HAS BEEN, AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF WILL BE, ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SUCH SALE OR OTHER DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAW RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY (AS THAT TERM IS DEFINED BELOW) AND ITS COUNSEL, THAT SAID REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT AND LAW, RESPECTIVELY. AGENCY.COM LTD. November 24, 1999 2,928,752

Agency Com Ltd – STOCK EXCHANGE AGREEMENT (November 10th, 1999)

Exhibit 10.22 -------------------------------------------------------------------------------- STOCK EXCHANGE AGREEMENT by and between AGENCY.COM LTD. and VISIONIK HOLDING ApS ASSOCIATED MANAGEMENT SERVICES A/S (Shareholders of Visionik A/S) and J0RGEN LEMBKE S0REN HOUGAARD-HANSEN -------------------------------------------------------------------------------- Dated November 3, 1999 STOCK EXCHANGE AGREEMENT STOCK EXCHANGE AGREEMENT (the "Agreement") dated November 3, 1999 by and between AGENCY.COM LTD., a corporation organized und

Agency Com Ltd – POWER OF ATTORNEY (November 10th, 1999)

Exhibit 24.2 POWER OF ATTORNEY I, the undersigned officer of AGENCY.COM Ltd. (the "Company"), hereby constitute and appoint Chan Suh, President and Chief Executive Officer, and Kenneth Trush, Executive Vice President, and each of them individually, with full powers of substitution and resubstitution, my true and lawful attorneys, with full powers to them and each of them to sign for me, in my name and in my capacity as Executive Vice President and Chief Financial Officer, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission, and any and all amendments to said Registration Statment (including post-effective amendments), and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, in connection with the registration under the Securities Act of 1933, as amended, of equity securities of the Company, and

Agency Com Ltd – CREDIT AGREEMENT (November 10th, 1999)

Exhibit 10.12 EXECUTION COPY ================================================================================ AGENCY.COM LTD. and SUBSIDIARY GUARANTORS ----------------------------- CREDIT AGREEMENT Dated as of November 4, 1999 ----------------------------- OMNICOM FINANCE INC. as Lender ================================================================================ TABLE OF CONTENTS ARTICLE 1..................................................................1 DEFINITIONS AND ACCOUNTING MATTERS.......................................

Agency Com Ltd – EMPLOYMENT AGREEMENT (November 10th, 1999)

Exhibit 10.19 EMPLOYMENT AGREEMENT AGREEMENT made this 28 day of October, 1999, by and between AGENCY.COM LTD., a New York corporation (the "Company"), and CHARLES T. DICKSON (the "Executive"). W I T N E S S E T H: WHEREAS, the Company wishes to employ the Executive and the Executive wishes to accept such employment upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Employment The Company agrees to employ the Executive during the Term specified in paragraph 2, and the Executive agrees to accept such employment, upon the terms and conditions hereinafter set forth. 2. Term Subject to paragraphs 6 and 7 below

Agency Com Ltd – 1999 EMPLOYEE STOCK PURCHASE PLAN (November 10th, 1999)

Exhibit 10.23 AGENCY.COM, LTD. 1999 EMPLOYEE STOCK PURCHASE PLAN I. PURPOSE OF THE PLAN This Employee Stock Purchase Plan is intended to promote the interests of Agency.com, Ltd., a Delaware corporation, by providing eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation in a payroll-deduction based employee stock purchase plan designed to qualify under Section 423 of the Code. Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix. II. ADMINISTRATION OF THE PLAN The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem necessary in order to comply with the requirements of Code Section 4

Agency Com Ltd – AGREEMENT AND PLAN OF MERGER (November 10th, 1999)

Exhibit 10.20 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER by and among AGENCY.COM LTD., ITT ACQUISITION INC. INTERACTIVE TRAFFIC INC., and THE STOCKHOLDERS LISTED ON ANNEX I -------------------------------------------------------------------------------- Dated as of October 21, 1999 TABLE OF CONTENTS ARTICLE I ................................................................... 2 THE MERGER .................................................................. 2 Section 1.1 The Merger ................................................... 2 Section 1.2 Effective Time ....

Agency Com Ltd – [LOGO] PICTORIS ACQUISITION AGREEMENT (November 10th, 1999)

Exhibit 10.21 [LOGO] PICTORIS ACQUISITION AGREEMENT Pictoris Interactive Acquisition Agreement (hereinafter referred to as "this AGREEMENT") dated October 23, 1999 by and between AGENCY.COM LTD. (hereinafter referred to as the "PURCHASER"), a corporation organized under the laws of the State of Delaware, whose head office is located 665, Broadway NEW YORK, NEW YORK 10012, represented by Johnathan P. TANN, Vice-President; and Frederic PIE, a French national, born on December 14, 1964 in L'Hay-les-Roses (F-9424O) and residing at 116, rue de Rennes 75006 PARIS, Carine BARBELIVIEN, a French national, born on March 13, 1967 in Caen (F-14000) and residing at 5 rue du Faubourg Poissonaiere 75009 PARIS, Francis MELEARD, a French national, born on February 2, 1968 in Nogent-sur-Marne (F-94130) and residing at 5 rue du Faubourg Poissonniere 75009

Agency Com Ltd – AGREEMENT AND PLAN OF MERGER (October 13th, 1999)

Exhibit 10.14 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") dated April 28, 1999 (the "EXECUTION DATE") by and between AGENCY.COM LTD., a New York corporation ("AGENCY") and INTERACTIVE SOLUTIONS INCORPORATED, a Massachusetts corporation ("ISI"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the respective Boards of Directors of each of the parties hereto have determined that it is advisable and in the best interests of their respective corporations and their respective shareholders to consummate, and have approved, the business combination transaction provided for herein in which ISI would merge with and into Agency (the "MERGER") upon the terms and subject to the conditions of this Agreement; WHEREAS, for federal income tax purposes, it is inten

Agency Com Ltd – AGREEMENT AND PLAN OF MERGER (September 2nd, 1999)

Exhibit 10.14 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") dated April 28, 1999 (the "EXECUTION DATE") by and between AGENCY.COM LTD., a New York corporation ("AGENCY") and INTERACTIVE SOLUTIONS INCORPORATED, a Massachusetts corporation ("ISI"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the respective Boards of Directors of each of the parties hereto have determined that it is advisable and in the best interests of their respective corporations and their respective shareholders to consummate, and have approved, the business combination transaction provided for herein in which ISI would merge with and into Agency (the "MERGER") upon the terms and subject to the conditions of this Agreement; WHEREAS, for federal income tax purposes, it is inten

Agency Com Ltd – STOCK PURCHASE AGREEMENT (September 2nd, 1999)

Exhibit 10.17 ------------------------------------------------------------------------------ STOCK PURCHASE AGREEMENT by and between AGENCY.COM LTD. and TOPICS INTERACTIVE FACTORY B.V. ------------------------------------------------------------------------------ Dated July 23, 1999 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (the "Agreement") dated July 23, 1999 by and between AGENCY.COM LTD., a New York corporation (the "Purchaser"); and TOPICS INTERACTIVE FACTORY B.V., a corporation organized under the laws of The Netherlands (the "Seller"). W I T N E S S E T H : WHEREAS, the Seller is the owner of all of the outst

Agency Com Ltd – EMPLOYMENT AGREEMENT (September 2nd, 1999)

Exhibit 10.4 EMPLOYMENT AGREEMENT AGREEMENT made this 28th day of April, 1999, by and between AGENCY.COM LTD., a New York corporation (the "COMPANY"), and CHAN W. SUH (the "EXECUTIVE"). W I T N E S S E T H: WHEREAS, the Company wishes to employ the Executive and the Executive wishes to accept such employment upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. EMPLOYMENT The Company agrees to employ the Executive during the Term specified in paragraph 2, and the Executive agrees to accept such employment, upon the terms and conditions hereinafter set forth. 2. TERM

Agency Com Ltd – EMPLOYMENT AGREEMENT (September 2nd, 1999)

Exhibit 10.9 EMPLOYMENT AGREEMENT AGREEMENT made this 28th day of April, 1999, by and between AGENCY.COM LTD., a New York corporation (the "COMPANY"), and LAWRENCE KRAKAUER (the "EXECUTIVE"). W I T N E S S E T H: WHEREAS, the Company wishes to employ the Executive and the Executive wishes to accept such employment upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. EMPLOYMENT The Company agrees to employ the Executive during the Term specified in paragraph 2, and the Executive agrees to accept such employment, upon the terms and conditions hereinafter set forth. 2. TERM

Agency Com Ltd – EMPLOYMENT AGREEMENT (September 2nd, 1999)

Exhibit 10.7 EMPLOYMENT AGREEMENT AGREEMENT made this 28th day of April, 1999, by and between AGENCY.COM LTD., a New York corporation (the "COMPANY"), and KENNETH TRUSH (the "EXECUTIVE"). W I T N E S S E T H: WHEREAS, the Company wishes to employ the Executive and the Executive wishes to accept such employment upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. EMPLOYMENT The Company agrees to employ the Executive during the Term specified in paragraph 2, and the Executive agrees to accept such employment, upon the terms and conditions hereinafter set forth. 2. TERM

Agency Com Ltd – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (September 2nd, 1999)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AGENCY.COM LTD. (Pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware) AGENCY.COM Ltd., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: A. The name of the corporation is AGENCY.COM Ltd. The original Certificate of Incorporation of the corporation was filed with the Delaware Secretary of the State on June 1, 1998. B. This Amended and Restated Certificate of Incorporation restates, integrates and amends the provisions of the Certificate of Incorporation of this corporation. C. The text of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

Agency Com Ltd – AGREEMENT AND PLAN OF MERGER (September 2nd, 1999)

Exhibit 10.13 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") dated April 28, 1999 (the "EXECUTION DATE") by and between INTERACTIVE SOLUTIONS INCORPORATED, a Massachusetts corporation ("ISI") and QUADRIS CONSULTING, INC., a Delaware corporation ("QUADRIS"). W I T N E S S E T H: WHEREAS, the respective Boards of Directors of each of the parties hereto have determined that it is advisable and in the best interests of their respective corporations and their respective shareholders to consummate, and have approved, the business combination transaction provided for herein in which Quadris would merge with and into ISI (the "MERGER") upon the terms and subject to the conditions of this Agreement; WHEREAS, for federal income tax purposes, it is intended that the Merger shall qualify as a reorganization withi

Agency Com Ltd – UNDERWRITING AGREEMENT (September 2nd, 1999)

Exhibit 1.1 AGENCY.COM LTD. Common Stock (par value $0.001 per share) -------------------- UNDERWRITING AGREEMENT ---------------------- _______________, 1999 Goldman, Sachs & Co. Salomon Smith Barney Hambrecht & Quist As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: AGENCY.COM Ltd., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of _____ shares (the "Firm Shares") and, at the election