EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 27th, 1997 • Open Market Inc • Services-prepackaged software • Massachusetts
ARTICLE IEscrow Agreement • June 4th, 2001 • Open Market Inc • Services-prepackaged software • New York
Exhibit 99.3 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...Open Market Inc • June 4th, 2001 • Services-prepackaged software • Delaware
AGREEMENT ---------Loan and Security Agreement • November 14th, 1997 • Open Market Inc • Services-prepackaged software
Exhibit 99.2 ------------ SECURITIES PURCHASE AGREEMENT ----------------------------- SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 30, 1998, by and among OPEN MARKET, INC., a corporation organized under the laws of the State of...Securities Purchase Agreement • August 4th, 1998 • Open Market Inc • Services-prepackaged software • New York
FOLIO CORPORATION c/o Open Market, Inc. One Wayside Road Burlington, Massachusetts 01803: Purchase and Sale Agreement • November 14th, 2000 • Open Market Inc • Services-prepackaged software
BY AND AMONGAgreement and Plan of Merger • May 13th, 1998 • Open Market Inc • Services-prepackaged software • Delaware
Exhibit 99.1 CREDIT AGREEMENT Dated as of August 15, 2001Credit Agreement • August 17th, 2001 • Open Market Inc • Services-prepackaged software • Delaware
ARTICLE II REPRESENTATIONS AND WARRANTIESAsset Purchase Agreement • April 9th, 2001 • Open Market Inc • Services-prepackaged software
Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (the "AMENDMENT") is made this 10th day of September, 2001 by and among divine, inc., a Delaware corporation ("PARENT"), DI1 Acquisition Company, a...Agreement and Plan of Merger • September 17th, 2001 • Open Market Inc • Services-prepackaged software
RECITALSLoan and Security Agreement • November 14th, 1997 • Open Market Inc • Services-prepackaged software
EXHIBIT 99.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("AGREEMENT") is entered into as of March 20, 2001 between Open Market, Inc., a Delaware corporation with offices at One Wayside Road, Burlington, Massachusetts 01803 (the...Registration Rights Agreement • March 27th, 2001 • Open Market Inc • Services-prepackaged software • New York
ARTICLE 1Common Stock Purchase Agreement • June 4th, 2001 • Open Market Inc • Services-prepackaged software • New York
Exhibit 2 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of August 15, 2001 (this "Agreement"), among the stockholders listed on the signature page(s) hereto (collectively, "Stockholders" and each individually, a "Stockholder"), Open Market,...Stockholder Agreement • August 24th, 2001 • Open Market Inc • Services-prepackaged software • Delaware
EXHIBIT 10.25 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 17th day of November, 2000, is entered into by Open Market, Inc., a Delaware corporation with its principal place of business at 1 Wayside Road, Burlington, MA...Employment Agreement • April 2nd, 2001 • Open Market Inc • Services-prepackaged software • Massachusetts
EXHIBIT 99.1 ------------ SECURITIES PURCHASE AGREEMENT ----------------------------- SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 30, 1998, by and among OPEN MARKET, INC., a corporation organized under the laws of the State of...Securities Purchase Agreement • August 4th, 1998 • Open Market Inc • Services-prepackaged software • Massachusetts
ARTICLE 2 REPRESENTATIONS AND WARRANTIESPurchase Agreement • March 27th, 2001 • Open Market Inc • Services-prepackaged software • New York
ANDOpen Market Inc • March 31st, 1997 • Services-prepackaged software • Massachusetts
andRights Agreement • January 30th, 1998 • Open Market Inc • Services-prepackaged software • Delaware
EXHIBIT 99.4 VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON JULY 30, 2003 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES...Open Market Inc • August 4th, 1998 • Services-prepackaged software • New York
AGREEMENT OF MERGER OF NORWAY ACQUISITION CORPORATION AND ICENTRAL, INCORPORATEDAgreement of Merger • May 13th, 1998 • Open Market Inc • Services-prepackaged software • Utah
BY AND AMONG DIVINE, INC.Agreement and Plan of Merger • August 24th, 2001 • Open Market Inc • Services-prepackaged software • Delaware
EXHIBIT 99.3 VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON JULY 30, 2003 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES...Open Market Inc • August 4th, 1998 • Services-prepackaged software • Massachusetts
WHEREAS:Registration Rights Agreement • August 4th, 1998 • Open Market Inc • Services-prepackaged software • New York
i) Any securities distributed in respect of or in exchange for any of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow...Escrow Agreement • August 9th, 1999 • Open Market Inc • Services-prepackaged software • Massachusetts
AMONGStock Purchase Agreement • March 24th, 1997 • Open Market Inc • Services-prepackaged software • Massachusetts
WHEREAS:Registration Rights Agreement • August 4th, 1998 • Open Market Inc • Services-prepackaged software • Massachusetts
Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 25, 2001 between Theddingworth International Limited ("Purchaser") and Open Market, Inc. (the "Company"). WHEREAS, simultaneously with the execution and...Registration Rights Agreement • June 4th, 2001 • Open Market Inc • Services-prepackaged software • New York
TOEmployment Agreement • May 15th, 1998 • Open Market Inc • Services-prepackaged software
FIRST LOAN MODIFICATION AGREEMENT (DOMESTIC LINE)First Loan Modification Agreement • August 2nd, 2001 • Open Market Inc • Services-prepackaged software
EXHIBIT 10.12 FOURTH LOAN MODIFICATION AGREEMENT (EXIM LINE)Fourth Loan Modification Agreement • April 2nd, 2001 • Open Market Inc • Services-prepackaged software • California
FIFTH LOAN MODIFICATION AGREEMENT (EXIM LINE)Fifth Loan Modification Agreement • August 2nd, 2001 • Open Market Inc • Services-prepackaged software
Exhibit 4.1 AMENDMENT NO. 3 TO RIGHTS AGREEMENT This Amendment No. 3 dated as of March 25, 2001 hereby amends the Rights Agreement dated as of January 26, 1998, as amended by Amendment No. 1 dated as of February 17, 1999 and Amendment No. 2 dated as...Rights Agreement • June 4th, 2001 • Open Market Inc • Services-prepackaged software
Exhibit 10.26 EXECUTIVE RETENTION AGREEMENT THIS EXECUTIVE RETENTION AGREEMENT is made as of November 17, 2000 by and between Open Market, Inc., a Delaware corporation (the "Company"), and Ed Durkin (the "Executive"). The Board of Directors of the...Executive Retention Agreement • April 2nd, 2001 • Open Market Inc • Services-prepackaged software • Delaware
Exhibit 10.33 December 14, 1998 Shikhar Ghosh 388 Warren Street Brookline, MA 02146 Dear Shikhar: This letter will confirm that your employment with Open Market, Inc. will end effective December 31, 1998. This letter will also serve as a separation...Open Market Inc • April 2nd, 1999 • Services-prepackaged software
This letter will confirm that your employment with Open Market, Inc. will end effective December 31, 1998. This letter will also serve as a separation agreement between you and Open Market, Inc. Open Market is interested in establishing an amicable arrangement for ending your employment relationship and therefore makes the proposal contained in this letter.
