1 EXHIBIT 1.1 ORGANIC, INC. COMMON STOCKUnderwriting Agreement • January 28th, 2000 • Organic Inc • Services-business services, nec • New York
ORGANIC, INC. andRights Agreement • May 8th, 2000 • Organic Inc • Services-business services, nec • Delaware
1 EXHIBIT 10.23 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this "Amendment") is entered into as of the 30th day of November 2000 between 233 BROADWAY OWNERS LLC, a New York limited liability company, with an office c/o 220 East 42nd...Lease • March 7th, 2001 • Organic Inc • Services-business services, nec • New York
1 EXHIBIT 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of _______________, 1999, by and between Organic, Inc., a Delaware corporation (the "Company"), and __________________________________________ ("Indemnitee")....Indemnification Agreement • November 24th, 1999 • Organic Inc • Delaware
1 EXHIBIT 10.7 LOAN AGREEMENTLoan Agreement • November 24th, 1999 • Organic Inc • New York
WITNESSETH:Employment Agreement • November 24th, 1999 • Organic Inc • California
WITNESSETH:Lease • March 6th, 2001 • Organic Inc • Services-business services, nec
WITNESSETH:Employment Agreement • November 24th, 1999 • Organic Inc • California
LEASEOrganic Inc • January 11th, 2000 • Services-business services, nec
LEASEOrganic Inc • January 11th, 2000 • Services-business services, nec
1 EXHIBIT 10.20 DAIMLERCHRYSLER CORPORATION AGREEMENT WITH ORGANIC, INC. DaimlerChrysler Corporation, a Delaware corporation with its principal offices at 1000 Chrysler Drive, Auburn Hills, Michigan 48326-2766 ("DC CORP"), and Organic, Inc., (formerly...Organic Inc • February 8th, 2000 • Services-business services, nec • Michigan
ORGANIC, INC. AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT This Amendment No. 1 to the Rights Agreement, dated April 16, 2001, hereby amends that certain Rights Agreement, entered into as of February 9, 2000 (the "Original Rights Agreement"), by and...The Rights Agreement • April 16th, 2001 • Organic Inc • Services-management consulting services
RECITALSRights Agreement • February 8th, 2000 • Organic Inc • Services-business services, nec • California
1 EXHIBIT 10.16 THIS LEASE ("Lease") entered into as of the 4th day of November, 1999, between 233 BROADWAY OWNERS LLC, a New York limited liability company, with an office c/o The Witkoff Group LLC, 220 East 42nd Street, New York, New York 10017...Disturbance and Attornment Agreement • February 8th, 2000 • Organic Inc • Services-business services, nec • New York
ORGANIC, INC.Employment Agreement • November 24th, 1999 • Organic Inc • California
1 EXHIBIT 10.26 ORGANIC, INC. 1999 LONG-TERM STOCK INCENTIVE PLANNqo Agreement • May 15th, 2001 • Organic Inc • Services-management consulting services
1 EXHIBIT 10.19 OMNIBUS SERVICES AGREEMENT THIS OMNIBUS SERVICES AGREEMENT (this "Agreement") is entered into as of February 1, 1999 ("Effective Date") by and between Organic, Inc., with offices located at 510 Third Street, Suite 540, San Francisco,...Omnibus Services Agreement • February 8th, 2000 • Organic Inc • Services-business services, nec • California
RECITALSShare Purchase Agreement • December 7th, 2001 • Organic Inc • Services-management consulting services • New York
ORGANIC, INC.Nonqualified Stock Option Agreement • August 14th, 2001 • Organic Inc • Services-management consulting services
1 EXHIBIT 10.13 ----------------------------------------------- STANDARD FORM OF OFFICE LEASE THE REAL ESTATE BOARD OF NEW YORK, INC. ----------------------------------------------- Agreement of Lease, made as of this ____________________ day of June...Organic Inc • January 11th, 2000 • Services-business services, nec • New York
AGREEMENTAgreement Agreement • December 7th, 2001 • Organic Inc • Services-management consulting services • New York
LEASE BETWEENLetter Agreement • January 11th, 2000 • Organic Inc • Services-business services, nec • California
SUBLEASEOrganic Inc • February 8th, 2000 • Services-business services, nec • California
1 EXHIBIT 10.27 [ORGANIC, INC. LETTERHEAD] June 20, 2001 Mr. Mark Kingdon Organic, Inc. 601 Townsend Street San Francisco, California 94103 Dear Mark: Pursuant to our recent discussions to amend a certain letter agreement between Organic, Inc....Organic Inc • August 14th, 2001 • Services-management consulting services
EXHIBIT (c)(1) December 12, 2001 Special Committee of the Board of Directors Organic, Inc. 601 Townsend Street San Francisco, CA 94103 Gentlemen: We understand that certain shareholders of Organic, Inc. ("Organic"), including Jonathan Nelson...Organic Inc • December 18th, 2001 • Services-management consulting services
We understand that certain shareholders of Organic, Inc. ("Organic"), including Jonathan Nelson (collectively referred to as "Organic Holdings"), initially negotiated a Share Purchase Agreement dated September 18, 2001 (the "Initial Holdings Agreement") with E-Services Investments Organic Sub LLC, a wholly owned subsidiary of Seneca Investments LLC ("Seneca"), providing for the purchase of 51,954,975 shares of common stock of Organic, representing 58.7% of the total outstanding shares, for a purchase price consisting of approximately $15.9 million in cash ($0.3080 per share) after certain tax related expenses payable at the closing of the transaction, plus additional amounts payable under an "earn-out" formula depending upon Organic's performance after the closing. We understand that the Initial Holdings Agreement was subsequently revised on December 4, 2001 (the "Revised Holdings Agreement") to reduce the initial cash payment to $8.5 million ($0.1636 per share) and revise the terms of
Exhibit (c)(1) December 12, 2001 Special Committee of the Board of Directors Organic, Inc. 601 Townsend Street San Francisco, CA 94103 Gentlemen: We understand that certain shareholders of Organic, Inc. ("Organic"), including Jonathan Nelson...Organic Inc • December 21st, 2001 • Services-management consulting services
We understand that certain shareholders of Organic, Inc. ("Organic"), including Jonathan Nelson (collectively referred to as "Organic Holdings"), initially negotiated a Share Purchase Agreement dated September 18, 2001 (the "Initial Holdings Agreement") with E-Services Investments Organic Sub LLC, a wholly owned subsidiary of Seneca Investments LLC ("Seneca"), providing for the purchase of 51,954,975 shares of common stock of Organic, representing 58.7% of the total outstanding shares, for a purchase price consisting of approximately $15.9 million in cash ($0.3080 per share) after certain tax related expenses payable at the closing of the transaction, plus additional amounts payable under an "earn-out" formula depending upon Organic's performance after the closing. We understand that the Initial Holdings Agreement was subsequently revised on December 4, 2001 (the "Revised Holdings Agreement") to reduce the initial cash payment to $8.5 million ($0.1636 per share) and revise the terms of
September 18, 2001 Organic, Inc. 601 Townsend Street San Francisco, California 94103 Ladies and Gentlemen: We beneficially own 22.2% of Organic, Inc.'s common shares and have entered into an agreement to acquire an additional 58.7% of the outstanding...Organic Inc • September 20th, 2001 • Services-management consulting services
1 2 (c) Any principal repayment not paid when due or within the applicable cure period, if any, whether at stated maturity, by acceleration or otherwise, shall, at the option of Lender, thereafter bear interest at the default rate determined pursuant...Organic Inc • November 24th, 1999 • New York
RECITALSGuaranty and Security Agreement • November 24th, 1999 • Organic Inc • New York
RECITALS:Lease and Payment Agreement • December 7th, 2001 • Organic Inc • Services-management consulting services • California
1 EXHIBIT 10.21 December 12, 2000 PERSONAL AND CONFIDENTIAL Mr. Mark Kingdon 325 West 86th Street New York, NY 10024 Dear Mark: It is our pleasure to offer you the position of Chief Executive Officer of Organic, Incorporated ("Organic" or the...Organic Inc • March 7th, 2001 • Services-business services, nec
