EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 1st, 2001 • Telocity Delaware Inc • Services-computer programming, data processing, etc. • Delaware
Exhibit (e) (20) TELOCITY, INC. SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT DECEMBER 13, 1999 SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT This Second Amended and Restated Investors' Rights Agreement (the "Agreement") is entered...' Rights Agreement • February 1st, 2001 • Telocity Delaware Inc • Services-computer programming, data processing, etc. • California
1 Exhibit 10.27 [MCI WORLDCOM LOGO] PRIVATE LINE SERVICE AGREEMENT This Service Agreement (the "Agreement") for services described below is made by and between MCI WORLDCOM Communications, Inc., formerly known as and doing business as WorldCom...Service Agreement • March 28th, 2000 • Telocity Delaware Inc • Services-computer programming, data processing, etc.
AGREEMENT ---------Indemnity Agreement • February 1st, 2001 • Telocity Delaware Inc • Services-computer programming, data processing, etc. • Delaware
1 EXHIBIT 1.1 TELOCITY, INC. (a Delaware corporation) [_________] Shares of Common Stock PURCHASE AGREEMENT Dated: _____________, 2000 ==================== ============================================================ 2 TABLE OF CONTENTSPurchase Agreement • March 8th, 2000 • Telocity Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT (e)(18) NBCi/TELOCITY OPERATING AGREEMENT This Operating Agreement (the "Agreement") is made and entered into as of December 10, 1999 (the "Effective Date") between NBC Internet, Inc., a Delaware corporation, with its principal place of...Amendment Agreement • February 1st, 2001 • Telocity Delaware Inc • Services-computer programming, data processing, etc. • California
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 28th, 2000 • Telocity Delaware Inc • Services-computer programming, data processing, etc. • Delaware
1 EXHIBIT 10.11 THE SUTHERLAND GROUP, LTD. STANDARD TERMS AND CONDITIONS AGREEMENT FOR SERVICES This Agreement, including the attached Statement of Work (collectively "Agreement") effective as of the date of the latest signature below, by and between...Telocity Inc • March 23rd, 2000 • Services-computer programming, data processing, etc. • New York
1 EXHIBIT 10.22 EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into by and between Telocity, Inc. (the "Company") and Edward J. Hayes, Jr. (the "Employee") on December 10th, 1999. 1. POSITION AND DUTIES: The Employee shall be...Employment Agreement • January 7th, 2000 • Telocity Inc • California
TELOCITY, INC.Investors' Rights Agreement • January 7th, 2000 • Telocity Inc • California
EXHIBIT (e)(4) EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into by and between Telocity, Inc. (the "Company") and Edward J. Hayes, Jr. (the "Employee") on December 10th, 1999. 1. POSITION AND DUTIES. The Employee shall be...Employment Agreement • February 1st, 2001 • Telocity Delaware Inc • Services-computer programming, data processing, etc. • California
1 2 a materially detrimental effect on Company's reputation or business; (iv) Employee's failure to perform any reasonable assigned duties after written notice from Company and a reasonable opportunity to cure; or (v) any uncured material breach by...Employment Agreement • January 7th, 2000 • Telocity Inc • California
WELLEX/TELOCITYManufacturing Agreement • January 7th, 2000 • Telocity Inc • California
1 EXHIBIT 10.11 THE SUTHERLAND GROUP, LTD. STANDARD TERMS AND CONDITIONS AGREEMENT FOR SERVICES This Agreement, including the attached Statement of Work (collectively "Agreement") effective as of the date of the latest signature below, by and between...Telocity Inc • January 7th, 2000 • New York
TENDER AND STOCKHOLDER SUPPORT AGREEMENT, dated as of December 21, 2000 (the "Agreement"), by and among Hughes Electronics Corporation, a Delaware --------- corporation ("Purchaser"), DIRECTV Broadband Inc., a Delaware corporation and a ---------...Stockholder Support Agreement • February 1st, 2001 • Telocity Delaware Inc • Services-computer programming, data processing, etc. • Delaware
1 EXHIBIT 10.10 AGREEMENT FOR SERVICES This Agreement is made this 6th day of October, 1999, by and between Telamon-IMS Inc., a corporation duly organized and existing under the laws of the State of Indiana and having its principal place of business...Agreement for Services • March 23rd, 2000 • Telocity Inc • Services-computer programming, data processing, etc. • Indiana
Exhibit (e)(3) EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into by and between Telocity, Inc. (the "Company") and Patricia Manuel ("Manuel") as of May 5, 1999 (the "Effective Date"). 1. Position and Duties: Manuel shall be...Employment Agreement • February 1st, 2001 • Telocity Delaware Inc • Services-computer programming, data processing, etc. • California
NBCi Confidential 12/14/99 December 14, 1999 Patti Hart Chief Executive Officer Telocity, Inc. 10355 North De Anza Boulevard San Jose, CA 94014 Advertising Agreement --------------------- Dear Ms. Hart:Letter Agreement • February 1st, 2001 • Telocity Delaware Inc • Services-computer programming, data processing, etc. • New York
MUTUAL RELEASEMutual Release • February 1st, 2001 • Telocity Delaware Inc • Services-computer programming, data processing, etc. • Washington
WITNESSETH:Agreement and Plan of Merger • June 14th, 2000 • Telocity Delaware Inc • Services-computer programming, data processing, etc.
1 EXHIBIT 10.12 EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into by and between Telocity, Inc. (the "Company") and Patricia Manuel ("Manuel") as of May 5, 1999 (the "Effective Date"). 1. Position and Duties: Manuel shall be...Employment Agreement • January 7th, 2000 • Telocity Inc • California
1 EXHIBIT 10.5 [LOGO] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES: This Lease ("Lease"),...Telocity Inc • March 23rd, 2000 • Services-computer programming, data processing, etc.
WITNESSETHFounder Stock Purchase Agreement • February 1st, 2001 • Telocity Delaware Inc • Services-computer programming, data processing, etc. • California
SEQUENCE: 21 DESCRIPTION: EMPLOYMENT AGREEMENT - SCOTT MARTINEmployment Agreement • February 1st, 2001 • Telocity Delaware Inc • Services-computer programming, data processing, etc. • California
1 EXHIBIT 10.5 [LOGO] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES: This Lease ("Lease"),...Telocity Inc • January 7th, 2000
1 EXHIBIT 10.7 [SOBRATO DEVELOPMENT COMPANIES LOGO] LEASE BETWEEN THE SOBRATO GROUP AND TELOCITY, INC.Telocity Inc • March 23rd, 2000 • Services-computer programming, data processing, etc. • California
1 EXHIBIT 10.25 MARKET DEVELOPMENT AGREEMENT This Market Development Agreement ("Agreement") is made this Oct 5 day of 1999, by and between BellSouth Business Systems, Inc. ("BBS"), a Georgia corporation, and Telocity, Inc. ("Company"). WHEREAS, BBS...Market Development Agreement • January 7th, 2000 • Telocity Inc • Georgia
This letter sets forth the agreement between the National Broadcasting Company, Inc. ("NBC"), and Telocity, Inc. ("Advertiser") with respect to NBC's --- ---------- agreement to provide Advertiser with the right to use certain advertising inventory on...Telocity Delaware Inc • February 1st, 2001 • Services-computer programming, data processing, etc. • New York
1 EXHIBIT 10.24 THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE...Exercisable Nonstatutory Stock Option Agreement • January 7th, 2000 • Telocity Inc • California
WITNESSETH:Founder Stock Purchase Agreement • January 7th, 2000 • Telocity Inc • California
EXHIBIT 10.14 EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into by and between Telocity, Inc. (the "Company") and Jim Morrissey ("Mr. Morrissey) on September 14, 1999. 1. Position and Duties: Mr. Morrissey shall be employed by...Employment Agreement • January 7th, 2000 • Telocity Inc • California
1 EXHIBIT 10.28 NBCi/TELOCITY OPERATING AGREEMENT This Operating Agreement (the "Agreement") is made and entered into as of December 10, 1999 (the "Effective Date") between NBC Internet, Inc., a Delaware corporation, with its principal place of...Nbci/Telocity Operating Agreement • March 23rd, 2000 • Telocity Inc • Services-computer programming, data processing, etc. • California
WITNESSETH:Founder Stock Repurchase Agreement • January 7th, 2000 • Telocity Inc • California
WITNESSETH:Founder Stock Purchase Agreement • January 7th, 2000 • Telocity Inc • California
1- 2 This Note has been negotiated and delivered to Lender and is payable in the State of Illinois, and shall not become effective until accepted by Lender in the State of Illinois. This Note shall be governed by and construed and enforced in...Telocity Inc • March 8th, 2000 • Services-computer programming, data processing, etc.
