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Ardent Communications Inc – IPO: ‘S-1/A’ on 3/16/99 – EX-10.24

As of:  Tuesday, 3/16/99   ·   Accession #:  928385-99-779   ·   File #:  333-72769

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/16/99  Ardent Communications Inc         S-1/A                 38:1.6M                                   Donnelley R R & S..09/FA

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Form S-1 Amendment Number 1                          107    579K 
 2: EX-3.1      Restated Certificate of Incorporation                 25    111K 
 3: EX-3.2      Amended and Restated By-Laws                          18     82K 
 4: EX-4.1      Specimen Common Stock Certificate                      2     12K 
 5: EX-4.2      Warrant Agreement Dtd September 4, 1998               33     94K 
 6: EX-4.3      Common Stock Warrant Dtd 02/19/1999                    8     37K 
 7: EX-4.4      Common Stock Warrant Dtd 02/19/1999                    8     37K 
 8: EX-4.5      Stockholders Agreement Dated 02/19/1999               28    142K 
 9: EX-10.1     Investment Agreement Dated 04/22/1998                  2     19K 
16: EX-10.10    Assignment and Assumption Dtd 10/02/1998               3     18K 
17: EX-10.12    Employment Agreement Dtd 6/29/1998                    15     53K 
18: EX-10.13    Agreement for Cooperative Use Dtd 11/5/1996           37    112K 
19: EX-10.14    Letter of Agreement Dtd 2/28/1997                      2     15K 
20: EX-10.15    Letter of Agreement Option Dtd 4/4/1997                2±    14K 
21: EX-10.16    Letter Amendement Agreement Dtd 8/1/1997               3     17K 
22: EX-10.17    Letter Amendement Agreement Dtd 10/21/1997             2±    14K 
23: EX-10.18    Application Transfer Dtd 01/06/1999                    2±    15K 
24: EX-10.19    Assignment of Ussn and Pct Dtd 01/06/1999              2     16K 
25: EX-10.20    Letter Amendment Agreement Dtd 01/26/1999              2     20K 
26: EX-10.21    Assignmt of 50% of Certain Patent Prop Dtd             3     24K 
27: EX-10.22    Assignmt of Certain Trademarks Dtd 02/09/1999          2     15K 
28: EX-10.23    Internet Services Agreement Dtd 10/24/1997             6     37K 
29: EX-10.24    Collaboration Agreement Dtd 02/18/1998                 2     17K 
30: EX-10.25    Cais Iport License Agreement Dtd 09/10/1998           19     70K 
31: EX-10.26    Marketing Assoc. Solution Agreement Dtd 11/11/1998    10     50K 
32: EX-10.27    Master License Agreement Dtd 12/23/1998               51    175K 
33: EX-10.28    Agreement for High Speed Net Access Serv Dtd          26     93K 
34: EX-10.29    Deed of Lease Dtd July 28, 1997                       13     44K 
10: EX-10.3     Series A Stock Dtd 02/19/1999                         43    177K 
35: EX-10.30    Deed of Lease Dtd May 28, 1998                        12     41K 
36: EX-10.31    Office Building Lease Dtd 11/21/1998                  71±   279K 
37: EX-10.32    Settle Agreement Dtd 01/24/1999                       17     48K 
38: EX-10.33    Amended and Restated Equity Dtd 02/12/1999             9     46K 
11: EX-10.4     Exchange Agreement Dtd 10/02/1998                      5     22K 
12: EX-10.5     Agreement of Merger Dtd 10/02/1998                     5     25K 
13: EX-10.6     Amended and Restated Employment Agreement Dtd          9     43K 
14: EX-10.7     Assignment and Assumption Dtd 10/02/1998               3     17K 
15: EX-10.9     Amended Employment Agreement Dtd 9/8/1997             11     49K 

EX-10.24   —   Collaboration Agreement Dtd 02/18/1998

EX-10.241st Page of 2TOCTopPreviousNextBottomJust 1st

EXHIBIT 10.24 February 18, 1998 Ulysses G. Auger, II President CAIS, Inc. 1232 22nd St. N.W. Washington, D.C.n 20037 Re: Microsoft/CAIS collaboration on IPORT market trials Dear Ulysses: This letter of agreement ("LOA") will confirm the agreement and understanding of CAIS, Inc.("CAIS") and Microsoft Corporation ("Microsoft") (collectively, the "Parties", and singly, a "Party"), with respect to their collaboration (the "Relationship") in sponsoring the beta trials of Atcom, Inc.'s ("Atcom") high speed internet access project, commonly referred to as IPORT (the "Market Trials"). The Parties acknowledge that each is working with Atcom, under separate contractual arrangements, with respect to certain other elements of the Market Trials. In addition to the Parties' independent commitments to collaborate with Atcom regarding the Market Trials through their respective technological and implementational commitments, Microsoft and CAIS each shall contribute the following additional resources in an effort to successfully implement the Market Trials. A. Microsoft's Role. Microsoft's role in the Relationship includes the following: 1. Microsoft has made a significant financial contribution toward the overall project costs of implementing the Market Trials. 2. Microsoft has agreed to work with Atcom to license certain software and other intellectual property rights to Atcom for use in connection with the Market Trials. Microsoft and Atcom are separately negotiating such license and other terms. 3. Microsoft has agreed to contribute significant marketing and promotional services as an in-kind contribution toward the implementation of the Market Trials. Such contributions include advertising and marketing services, financial contributions toward marketing and promotional costs, corporate marketing efforts and related efforts. Microsoft shall take the lead role in marketing the Market Trials. 4. Microsoft shall, as it deems appropriate, include and reference OverVoice in future IPORT white papers, marketing and other materials as a co-sponsor of the Market Trials. Following completion of the Market Trials, Microsoft would, as it deems appropriate, promote CAIS's OverVoice system as one of a limited number of solutions through which the IPORT system may be available to hotels. 5. Microsoft has also agreed to contribute certain computer and networking equipment to be used in the physical Market Trial locations.
EX-10.24Last Page of 2TOC1stPreviousNextBottomJust 2nd
B. CAIS' Role. CAIS' role in the Relationship includes the following elements: 1. CAIS has agreed to work with Atcom in the implementation of the physical resources required for the Market Trials. In this role, CAIS will act as an integrator to deliver the Market Trials. CAIS and Atcom are separately negotiating the terms of their respective commitments. 2. CAIS has agreed to provide certain in-kind goods and services, including wiring services and related equipment in the physical Market Trial locations. 3. CAIS will participate in and support marketing and advertising efforts associated with the Market Trials. The Parties acknowledge that third party sponsors and/or contributors may subsequently join and participate in the sponsorship of the Market Trials. The contributions of such third parties shall be documented as mutually agreed at the time of participation. Limitation of Liability. In no event shall either Party be liable to the ------------------------ other Party for consequential damages of any sort or kind whatsoever, including without limitation indirect, special, consequential, and/or punitive, resulting from or arising out of this Letter Agreement or the Market Trials. The Parties acknowledge that they are independent contractors; neither party has any actual or implied authority to act on behalf of or to otherwise bind the other. If the provisions of this LOA meet with your approval, please indicate your acceptance by signing a copy of this letter in the space provided below and returning it to me at your earliest convenience. Sincerely, MICROSOFT CORPORATION /s/ Stan Julien ------------------- Stan Julien HOSPITALITY INDUSTRY MANAGER ----------------------------- Title Acknowledged and Agreed: CAIS, INC. /s/ Ulysses G. Auger, II ------------------------ Ulysses G. Auger, II President ------------------------ Title 2/26/98 ------------------------ Date

Dates Referenced Herein

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Filed on:3/16/99None on these Dates
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Filing Submission 0000928385-99-000779   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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