PROXICOM, INC. COMMON STOCK, $.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 1999 • Proxicom Inc • Services-computer programming services • Maryland
1 EXHIBIT 10.8 BANK OF AMERICA N.A. SECOND MODIFICATION OF LOAN AGREEMENTLoan Agreement • February 23rd, 2001 • Proxicom Inc • Services-computer programming services
2- 3 however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Thomas Weisel Partners LLC...Proxicom Inc • October 7th, 1999 • Services-computer programming services • California
1 EXHIBIT 99.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of this 19th day of April, 2000, by and among PROXICOM, INC., a Delaware corporation (the "Company"), and the persons listed on Schedule 1...Registration Rights Agreement • May 24th, 2000 • Proxicom Inc • Services-computer programming services • Delaware
EXHIBIT 10.3 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • February 12th, 1999 • Proxicom Inc • Delaware
BY AND AMONGShare Exchange Agreement • April 21st, 2000 • Proxicom Inc • Services-computer programming services • Delaware
EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 12th, 1999 • Proxicom Inc • Delaware
2 - 3 SECTION 3. TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL EVENT. Subject to the terms of this Agreement, the Employee shall be entitled to receive severance payments from the Employer for services previously rendered to the Employer and...Executive Severance Agreement • April 13th, 1999 • Proxicom Inc • Services-computer programming services • New York
DEED OF LEASE BETWEENProxicom Inc • March 29th, 1999 • Services-computer programming services • Virginia
EXHIBIT 10.11 NATIONSBANK, N.A. 8300 Greensboro Drive McLean, VA 22102 MODIFICATION OF SECURED CREDIT AGREEMENT THIS MODIFICATION OF SECURED CREDIT AGREEMENT (this "Agreement") is made as of June 1, 1999, by and between Proxicom, Inc. (the "Borrower")...Secured Credit Agreement • October 1st, 1999 • Proxicom Inc • Services-computer programming services
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AGREEMENT OF MERGER, dated this 23rd day of August, 1996, pursuant to Section 252 of the Delaware General Corporation Law, between Proxicom, Inc., a Delaware corporation (hereinafter referred to as "Proxicom")...1 • March 29th, 1999 • Proxicom Inc • Services-computer programming services
PROXICOM, INC. ("BORROWER")Note Modification Agreement • March 30th, 2000 • Proxicom Inc • Services-computer programming services
1 EXHIBIT 10.1 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTPreferred Stock and Warrant Purchase Agreement • February 12th, 1999 • Proxicom Inc • Virginia
1 EXHIBIT 10.15 FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated September 24, 1999 (this "AGREEMENT"), among Proxicom, Inc., a Delaware corporation (the "COMPANY"),...Registration Rights Agreement • October 7th, 1999 • Proxicom Inc • Services-computer programming services • Delaware
1 EXHIBIT 10.16 PROXICOM, INC. EXECUTIVE SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (the "Agreement") is dated as February 16, 1999, between Proxicom, Inc., (the "Employer"), and Jay Thomas (the "Executive"), a resident of Virginia. WHEREAS, the...Executive Severance Agreement • February 23rd, 2001 • Proxicom Inc • Services-computer programming services • New York
1 EXHIBIT 10.2 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • February 12th, 1999 • Proxicom Inc • Virginia
AGREEMENT AND PLAN OF MERGER BY AND AMONG PROXICOM, INC., PROXICOM MERGER SUB II, INC. AD HOC INTERACTIVE, INC. AND THE PRINCIPAL STOCKHOLDERS OF AD HOC INTERACTIVE, INC.Agreement and Plan of Merger • March 29th, 1999 • Proxicom Inc • Services-computer programming services • Delaware
EXHIBIT 10.15 PROXICOM, INC. EXECUTIVE SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (the "Agreement") is dated as of February 16, 1999, between Proxicom, Inc., (the "Employer"), and Michael Beck (the "Executive"), a resident of Illinois. WHEREAS, the...Executive Severance Agreement • February 23rd, 2001 • Proxicom Inc • Services-computer programming services • New York
1 EXHIBIT 10.11 THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 1999 • Proxicom Inc • Services-computer programming services • Delaware
1 EXHIBIT 2.3 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 12th, 1999 • Proxicom Inc • Virginia
ARTICLE I GENERAL DEFINITIONSSecured Credit Agreement • February 12th, 1999 • Proxicom Inc • Virginia
RECITALSHansen Executive Employment Agreement • February 23rd, 2001 • Proxicom Inc • Services-computer programming services • Virginia
RECITALSRutt Executive Employment Agreement • May 15th, 2000 • Proxicom Inc • Services-computer programming services • Virginia
WITNESSETH THAT:Third Modification Agreement • February 23rd, 2001 • Proxicom Inc • Services-computer programming services • Virginia
