WITNESSETH:Employment Agreement • November 14th, 1996 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
LOAN AND SECURITY AGREEMENT Dated: June 30, 1997 by and between FIRST UNION NATIONAL BANKLoan and Security Agreement • August 13th, 1997 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
RECITALSSecurities Purchase Agreement • March 30th, 2000 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
ASSET PURCHASE AGREEMENT Agreement made as of the 1st day of August, 1997 by and among AlphaNet Solutions, Inc., a New Jersey corporation with its principal office at 7 Ridgedale Avenue, Cedar Knolls, New Jersey 07927 (the "Buyer"), The Lande Group,...Asset Purchase Agreement • August 13th, 1997 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, (the "Agreement") is entered into as of January 14, 2000, by and among NEX-I.COM INC., a New Jersey corporation (the "Company"), with its principal office located at 7 Wall Street,...Registration Rights Agreement • March 30th, 2000 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
FOURTH AMENDMENT TO AND REAFFIRMATION OF LOAN DOCUMENTS FOURTH AMENDMENT TO AND REAFFIRMATION OF LOAN DOCUMENTS (this "Fourth Amendment") made as of the 21st day of December, 2000 by and among ALPHANET SOLUTIONS, INC., a New Jersey corporation (the...Alphanet Solutions Inc • March 23rd, 2001 • Wholesale-computers & peripheral equipment & software • New Jersey
Common StockAlphanet Solutions Inc • May 22nd, 1997 • Wholesale-computers & peripheral equipment & software • New York
THIS MODIFICATION AGREEMENT, dated as of May 31, 1996, by and between FIRST UNION NATIONAL BANK (formerly known as FIRST FIDELITY BANK, NATIONAL ASSOCIATION), a national banking association organized under Acts of Congress, with a place of business at...Modification Agreement • November 14th, 1996 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
EXHIBIT 10.1 FIRST AMENDMENT TO AND REAFFIRMATION OF LOAN DOCUMENTS FIRST AMENDMENT TO AND REAFFIRMATION OF LOAN DOCUMENTS (this "First Amendment") made as of this 30th day of September, 1998 by and among ALPHANET SOLUTIONS, INC., a New Jersey...Alphanet Solutions Inc • November 16th, 1998 • Wholesale-computers & peripheral equipment & software • New Jersey
EXHIBIT 10.28 ALPHANET SOLUTIONS, INC. SECOND AMENDMENT TO AND REAFFIRMATION OF LOAN DOCUMENTS SECOND AMENDMENT TO AND REAFFIRMATION OF LOAN DOCUMENTS (this "Second Amendment") made as of this 28th day of September, 1999 by and among ALPHANET...Alphanet Solutions Inc • November 12th, 1999 • Wholesale-computers & peripheral equipment & software • New Jersey
CO-SALE AGREEMENT THIS CO-SALE AGREEMENT, (the "Agreement") is entered into as of January 14, 2000, by and among NEX-I.COM INC. a New Jersey corporation (the "Company"), with its principal office located at 7 Wall Street, Princeton, New Jersey 08540,...Co-Sale Agreement • March 30th, 2000 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
REVOLVING NOTE AAlphanet Solutions Inc • March 30th, 2000 • Wholesale-computers & peripheral equipment & software • New Jersey
ALPHANET SOLUTIONS, INC. EXHIBIT 10.26 STANDARD FORMSub-Sublease Agreement • August 12th, 1999 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
1 EXHIBIT 10.3 ALPHANET SOLUTIONS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of October 14, 1996, by and between AlphaNet Solutions, Inc., a New Jersey corporation (the "Company"), and Sophien Bennaceur...Indemnification Agreement • November 14th, 1996 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
STANDARD FORM SUBLEASEAgreement • August 14th, 1998 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
ContractSeverance Agreement • September 10th, 2002 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software
SEVERANCE AGREEMENT September 9, 2002 Jack P. Adler, Esq. Executive Vice President, Secretary & General Counsel AlphaNet Solutions, Inc. 7 Ridgedale Avenue Cedar Knolls, New Jersey 07927 Dear Jack: By Unanimous Written Consent dated September 3, 2002, the Board of Directors of AlphaNet Solutions, Inc., a New Jersey corporation (hereinafter, the “Company”), approved the issuance to Jack P. Adler (hereinafter referred to as “you” or “Executive”) of this Severance Agreement, detailing your rights and the Company’s obligations to you in the event of the involuntary termination of your employment with the Company for reasons other than (a) “Cause” (as defined below), (b) “Good Reason” (as defined below), or (c) in connection with a Change in Control (as defined below). In the event your employment with the Company is voluntarily or involuntarily terminated as a result of a “Change-of-Control,” as defined in the Change-of-Control Agreement dated September 3, 2002 by and between the Co
EXHIBIT 10.25 DEALER LOAN AND SECURITY AGREEMENTDealer Loan and Security Agreement • February 28th, 1997 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • Pennsylvania
EXHIBIT 10.30 ALPHANET SOLUTIONS, INC. LEASE TERMINATION AND SURRENDER AGREEMENT AGREEMENT, dated as of this 6th day of October 1999 between 460 WEST 34TH STREET ASSOCIATES, having an office c/o Kaufman Management Company, 450 Seventh Avenue, New...Lease Termination and Surrender Agreement • November 12th, 1999 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software
AGREEMENT, dated as of this 6th day of October 1999 between 460 WEST 34TH STREET ASSOCIATES, having an office c/o Kaufman Management Company, 450 Seventh Avenue, New York, New York (hereinafter called "Landlord"), and ALPHANET SOLUTIONS, INC., a New Jersey corporation, having an office at 460 West 34th Street, New York, New York (hereinafter called "Tenant").
ContractSeverance and Release Agreement • May 8th, 2002 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
SEVERANCE AND RELEASE AGREEMENT THIS SEVERANCE AND RELEASE AGREEMENT is made and entered into as of the 12th day of April 2002 by and between ALPHANET SOLUTIONS, INC., a New Jersey corporation (the “Company”), and VINCENT TINEBRA (“Employee”), residing at 5 Overlook Drive, Holmdel, New Jersey 07733-1315.
VOTING AND OPTION AGREEMENT DATED AS OF APRIL 21, 2003 BETWEEN CIBER, INC. AND STAN GANG AND FALLEN ANGEL EQUITY FUND, L.P.Voting and Option Agreement • April 30th, 2003 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
VOTING AND OPTION AGREEMENT, dated as of April 21, 2003, between CIBER, INC., a Delaware corporation (“CIBER”), and the persons listed on signature pages hereof (each, a “Stockholder” and, collectively, the “Stockholders”).
ContractControl Agreement • September 10th, 2002 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software
CHANGE-OF-CONTROL AGREEMENT September 3, 2002 Jack P. Adler, Esq. Executive Vice President, Secretary and General Counsel AlphaNet Solutions, Inc. 7 Ridgedale Avenue Cedar Knolls, New Jersey 07927 Dear Jack: By Unanimous Written Consent dated September 3, 2002, the Board of Directors of AlphaNet Solutions, Inc., a New Jersey corporation (hereinafter, the “Company”), approved the issuance to you of this Change-of-Control Agreement, detailing your rights and the Company’s obligations to you in the event of a “Change-Of-Control” (as defined below) in the ownership, board of directors or management of the Company. In consideration of your continued service to the Company, in the event there is a Change-of-Control that results during the Protected Period (as defined below) in either the involuntary termination of your employment with the Company or voluntary resignation from the Company for Good Reason (as defined below), you shall receive from the Company immediately upon the effe
FOR RECRUITMENT AGREEMENTRecruitment Agreement • July 16th, 2001 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New York
Please Attach This to Your Lease For and in consideration of the sum of One (1) Dollar and other good and valuable consideration, We THE LANDE GROUP, INC. hereby assign, transfer and set over the lease dated December 23, 1996 for the space consisting...Agreement of Lease • April 10th, 1998 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software
ContractAgreement and Mutual Releases • July 19th, 2002 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
AGREEMENT AND MUTUAL RELEASES THIS AGREEMENT AND MUTUAL RELEASES (the “Agreement”) is made as of December 1, 2001 between Stan Gang (“Gang”) and AlphaNet Solutions, Inc. (“AlphaNet” or the “Company”). WHEREAS, Gang was employed by AlphaNet as its chief executive officer and is chairman of the board of AlphaNet; WHEREAS, Gang resigned from his position as chief executive officer of AlphaNet effective December 1, 2001 and remains Chairman of the Board of Directors; and WHEREAS, AlphaNet has agreed to provide Gang with certain payments and benefits subject to the terms and conditions set forth in this Agreement; WHEREAS, this Agreement supersedes all prior agreements between the parties; NOW, THEREFORE, AlphaNet and Gang hereby agree as follows: 1. Resignation as Chief Executive Officer. (a) Gang resigned from his position as chief executive officer of AlphaNet effective December 1, 2001. Notwithstanding the foregoing, Gang agrees to remain an employee of AlphaNet whose sole responsibilit
ALPHANET SOLUTIONS, INC. EXHIBIT 10.27Alphanet Solutions Inc • August 12th, 1999 • Wholesale-computers & peripheral equipment & software
[Name of Executive Officer] [Title of Executive Officer] AlphaNet Solutions, Inc. 7 Ridgedale Avenue Cedar Knolls, New Jersey 07927
ALPHANET SOLUTIONS, INC. 7 Ridgedale Avenue Cedar Knolls, New Jersey 07927 June 20, 2000 Omnitech Holdings, LLC c/o Omnitech Corporate Solutions, Inc. 100 West Forest Avenue Englewood, New Jersey 07631 Omnitech Corporate Solutions, Inc. 100 West...Alphanet Solutions Inc • August 14th, 2000 • Wholesale-computers & peripheral equipment & software
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG CIBER, INC., CIBER ACQUISITION CORPORATION AND ALPHANET SOLUTIONS, INC.Voting and Option Agreement • May 8th, 2003 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 21, 2003, by and among CIBER, INC., a Delaware corporation (“CIBER”), CIBER ACQUISITION CORPORATION, a New Jersey corporation and wholly owned subsidiary of CIBER (“CIBER SUB”), and ALPHANET SOLUTIONS, INC., a New Jersey corporation (“ALPHANET”).
ContractIndemnification Agreement • August 13th, 2002 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
INDEMNIFICATION AGREEMENT THIS AGREEMENTis made and entered into as of the 31st day of July, 2002, by and among ALPHANET SOLUTIONS, INC., a New Jersey corporation (the “Corporation”), RICHARD G. ERICKSON (“Erickson”) and NEW ENGLAND ASSOCIATES, LLC (“New England Associates”) (Erickson and New England Associates being hereinafter collectively referred to as “Indemnitee”). WHEREAS, effective March 15, 2002, the Corporation retained Erickson to serve as Chief Executive Officer of the Corporation through New England Associates, a professional services turnaround consultantcy of which he is president; and WHEREAS, effective May 1, 2002, Erickson was elected President of the Corporation and is currently a nominee for election as a Director of the Corporation; and WHEREAS, the New Jersey Business Corporation Act and the Corporation’s By-Laws provide that indemnification of the Directors and Officers of the Corporation may be authorized by agreement, and thereby contemplate that contracts of t
ContractSettlement Agreement • March 26th, 2003 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New York
SETTLEMENT AGREEMENT This Settlement Agreement (the “Agreement”) is entered into by and between the New York City Transit Authority (“Authority”), and AlphaNet Solutions, Inc. (“AlphaNet”) (jointly referred to as the “Parties”) this 25th day of March, 2003. WHEREAS, on December 16,1997 the Authority entered into Contract D-337437R (“Contract”) with AlphaNet in the amount of $20,433,382.53, and WHEREAS, Modification No. 1 was issued on September 29, 1998 in the amount of $171,055.60 making the total Contract amount $20,604,438.13. WHEREAS, on, or about May 5, 1999, AlphaNet submitted a request to the Authority for change order in the amount of $1,215,891 along with a request for thirteen month extension to the Contract’s duration, which was denied by the Authority’s Project Manager (“Claim”) after which AlphaNet submitted a dispute concerning the Claim to the Authority’s Dispute Resolution Officer which was denied; and WHEREAS, AlphaNet then challenged the denial in an Article 78 procee
April 27, 2000 Fallen Angel Capital, LLC 960 Holmdel Road Holmdel, New Jersey AlphaNet Solutions, Inc. (the "Company") is a New Jersey corporation. Fallen Angel Equity Fund, L.P. (the "Partnership") is a Delaware limited partnership. The general...Alphanet Solutions Inc • May 12th, 2000 • Wholesale-computers & peripheral equipment & software
AGREEMENT AND PLAN OF MERGER BY AND AMONG CIBER, INC., CIBER ACQUISITION CORPORATION AND ALPHANET SOLUTIONS, INC.Agreement and Plan of Merger • April 21st, 2003 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 21, 2003, by and among CIBER, INC., a Delaware corporation (“CIBER”), CIBER ACQUISITION CORPORATION, a New Jersey corporation and wholly owned subsidiary of CIBER (“CIBER SUB”), and ALPHANET SOLUTIONS, INC., a New Jersey corporation (“ALPHANET”).
February 14, 2003Letter Agreement • February 14th, 2003 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software
Mr. Richard G. Erickson 880 New England Drive Westfield, NJ 07090 Dear Rich: We refer to the Letter Agreement between you and AlphaNet Solutions, Inc. (the “Company”) which we executed effective March 15, 2002 (the “March 15 Letter”) pursuant to which you were retained by the Company as a consultant. At that time, we understood that your engagement by the Company as a consultant would extend for approximately one-half year until mid-September. However, as events occurred, we continued your engagement thereafter. We are, in this Letter Agreement (this “Amendment”), extending your consulting engagement through June 30, 2003, subject to extension as set forth in paragraph 1 below. Accordingly, the March 15 Letter executed by both the Company and you is amended by this Amendment, as follows:
ContractAgent Agreement • March 27th, 2002 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • Florida
AGENT AGREEMENT This AGENT Agreement (this “Agreement”) is entered into as of January 17, 2002, by and between MoreDirect, Inc., a Florida corporation (the “Company”), and AlphaNet Solutions, Inc., a New Jersey corporation (the “AGENT”). RECITALS The Company operates an internet-based, business-to-business electronic market place which enables information technology buyers to efficiently source, evaluate, purchase and track a wide variety of computer hardware, software and related technology products (the “Products”) from the manufacturers of leading technology wholesale distributors. The Company desires to engage the AGENT as a non-exclusive AGENT to assist in the promotion and sale of Products to prospective customers, and the AGENT has agreed to serve as a AGENT of the Company, on the terms and subject to the conditions set forth in this Agreement. TERMS OF AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable considerat
ALPHANET SOLUTIONS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of October 14, 1996, by and between AlphaNet Solutions, Inc., a New Jersey corporation (the "Company"), and DIRECTOR OR OFFICER NAME...Indemnification Agreement • April 10th, 1998 • Alphanet Solutions Inc • Wholesale-computers & peripheral equipment & software • New Jersey
March 3, 2003Alphanet Solutions Inc • March 3rd, 2003 • Wholesale-computers & peripheral equipment & software
Mr. Richard G. Erickson 880 New England Drive Westfield, NJ 07090 Dear Rich: We refer to the Letter Agreement between you and AlphaNet Solutions, Inc. (the “Company”) which we executed effective March 15, 2002 (the “March 15 Letter”) pursuant to which you were retained by the Company as a consultant and our letter between you and the Company dated February 14, 2003 (the “February 14 Letter”). You and the Company have agreed that, in the interests of clarity, the provisions of Paragraph 8 of the February 14 Letter should be amended by striking the entirety thereof and substituting a new paragraph 8, and that otherwise the provisions of the February 14 Letter remain effective as of the dates indicated therein. We are, in this Letter Agreement (this “Amendment”), repeating below the numbered paragraphs of the February 14 Letter except that we have included the new Section 8:
