ONEMAIN, INC.Onemain Com Inc • May 5th, 2000 • Services-computer integrated systems design • New York
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 16th, 2000 • Onemain Com Inc • Services-computer integrated systems design • Delaware
EXHIBIT 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "AMENDMENT") is entered into this 9th day of August 2000, by and among ONEMAIN.COM, INC., a Delaware corporation ("COMPANY"),...Agreement and Plan of Merger • August 14th, 2000 • Onemain Com Inc • Services-computer integrated systems design
REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS AGREEMENT (the "Agreement") is made as of February 1, 1999, by and among OneMain.com, Inc., a Delaware corporation (the "Company"), and each Person listed on the Schedule of Holders...Registration Rights Agreement • March 3rd, 1999 • Onemain Com Inc • Services-computer integrated systems design • Delaware
Exhibit 99.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of April 27, 2000, among OneMain.com, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each...Registration Rights Agreement • May 5th, 2000 • Onemain Com Inc • Services-computer integrated systems design • New York
AGREEMENT ---------Stockholders Agreement • March 3rd, 1999 • Onemain Com Inc • Services-computer integrated systems design • Delaware
EMPLOYMENT AGREEMENT --------------------Employment Agreement • February 2nd, 1999 • Onemain Com Inc • Services-computer integrated systems design • Tennessee
4. Escrow Agreement. The form of Escrow Agreement attached to the Agreement as Exhibit A is hereby deleted in its entirety and replaced by the --------- Escrow Agreement attached hereto as Exhibit A. ---------Stock Exchange Agreement • March 22nd, 1999 • Onemain Com Inc • Services-computer integrated systems design
REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Agreement • April 27th, 1999 • Onemain Com Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.12 SENIOR MANAGEMENT AGREEMENT ---------------------------Senior Management Agreement • April 27th, 1999 • Onemain Com Inc • Services-computer integrated systems design • Delaware
Exhibit 10.1 SENIOR MANAGEMENT AGREEMENT ---------------------------Senior Management Agreement • August 16th, 1999 • Onemain Com Inc • Services-computer integrated systems design • Delaware
Common StockUnderwriting Agreement • March 22nd, 1999 • Onemain Com Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.24 SENIOR MANAGEMENT AGREEMENT THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of June 7, 1999, but is effective as of the Executive's Start Date (as defined in Section 1 below), between ONEMAIN.COM, INC., a Delaware...Senior Management Agreement • February 2nd, 2000 • Onemain Com Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.12 ------------- AMENDMENT TO SENIOR MANAGEMENT AGREEMENT ----------------------------------------Senior Management Agreement • March 22nd, 1999 • Onemain Com Inc • Services-computer integrated systems design
6. OPINION LETTER. THE FORM OF OPINION LETTER ATTACHED TO THE AGREEMENT AS EXHIBIT G SHALL BE DELETED IN ITS ENTIRETY AND REPLACED BY THE --------- OPINION LETTER ATTACHED HERETO AS EXHIBIT C. ---------Stock Exchange Agreement • April 27th, 1999 • Onemain Com Inc • Services-computer integrated systems design
No. [ ] $1,000,000 ONEMAIN.COM, INC. FORM OF 6.75% CONVERTIBLE DEBENTURE DUE APRIL 27, 2003 THIS DEBENTURE is one of a series of duly authorized and issued debentures of OneMain.com, Inc., a Delaware corporation, having a principal place of business...Onemain Com Inc • May 5th, 2000 • Services-computer integrated systems design
ARTICLE II REPRESENTATIONS AND WARRANTIESConvertible Debenture Purchase Agreement • May 5th, 2000 • Onemain Com Inc • Services-computer integrated systems design • New York
4. Escrow Agreement. The form of Escrow Agreement attached to the Agreement as Exhibit A shall be deleted in its entirety and replaced by the --------- Escrow Agreement attached hereto as Exhibit A. ---------Stock Exchange Agreement • March 22nd, 1999 • Onemain Com Inc • Services-computer integrated systems design
3. ESCROW AGREEMENT. The form of Escrow Agreement attached to the Agreement as Exhibit A shall be deleted in its entirety and replaced by the --------- Escrow Agreement attached hereto as Exhibit A. ---------Stock Exchange Agreement • March 3rd, 1999 • Onemain Com Inc • Services-computer integrated systems design
EXHIBIT 10.25 SENIOR MANAGEMENT AGREEMENT THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of January 17, 2000, by and between ONEMAIN.COM, INC., a Delaware corporation (the "Company") and MARIAN G. O'LEARY ("Executive"). The parties...Senior Management Agreement • February 2nd, 2000 • Onemain Com Inc • Services-computer integrated systems design • Virginia
4. ESCROW AGREEMENT. The form of Escrow Agreement attached to the Agreement as Exhibit A is hereby deleted in its entirety and replaced by the --------- Escrow Agreement attached hereto as Exhibit A. ---------Stock Exchange Agreement • April 27th, 1999 • Onemain Com Inc • Services-computer integrated systems design
