EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2005 • DSL Net Inc • Telephone communications (no radiotelephone) • Connecticut
This Employment Agreement (this “Agreement”), effective as of November 3, 2005 (the “Effective Date”), is entered into by and between DSL.net, Inc., a Delaware corporation (the “Company”), and David F. Struwas (the “Employee”).
AGENCY, GUARANTY AND SECURITY AGREEMENT Dated November 2, 2005 Among The Grantors referred to herein as Grantors The Investors referred to herein as Investors and DunKnight Telecom Partners, LLC as Administrative AgentAgency, Guaranty and Security Agreement • November 14th, 2005 • DSL Net Inc • Telephone communications (no radiotelephone) • New York
This AGENCY, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of November 2, 2005, is made by and among DSL.net, Inc. (the “Company”), the Subsidiaries of the Company listed on Schedule 1 hereto (the Company and its Subsidiaries listed on Schedule 1 hereto, being individually each a “Grantor” and collectively, the “Grantors”), the Investors listed on Schedule 2 hereto (individually each an “Investor” and collectively, the “Investors”) and DunKnight Telecom Partners, LLC, as Administrative Agent (in such capacity, the “Agent”, as appointed pursuant to Section 5 of this Agreement) for the Investors.
SUBORDINATION AGREEMENTSubordination Agreement • November 14th, 2005 • DSL Net Inc • Telephone communications (no radiotelephone) • New York
This SUBORDINATION AGREEMENT, dated as of November 2, 2005 (this “Agreement”), is entered into among Laurus Master Fund, Ltd. (“Laurus”), as First Lien Collateral Agent and as First Lien Lender (each, as defined below), DunKnight Telecom Partners, LLC, a Delaware limited liability company, as Second Lien Collateral Agent (as defined below), the Second Lien Lenders referred to below, and DSL.net, Inc., a Delaware corporation (the “Borrower”), for itself and on behalf of its Subsidiaries (as defined in the Laurus Security Agreement referred to below).
ContractDSL Net Inc • November 14th, 2005 • Telephone communications (no radiotelephone) • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
AMENDMENT NO. 1 EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2005 • DSL Net Inc • Telephone communications (no radiotelephone) • Connecticut
This Amendment No. 1 to Employment Agreement (this “Amendment”), effective as of the 2nd day of November, 2005, is entered into by and between DSL.net, Inc., a Delaware corporation (the “Company”) and Kirby G. Pickle (the “Employee”).
IMPLEMENTATION AGREEMENTImplementation Agreement • November 14th, 2005 • DSL Net Inc • Telephone communications (no radiotelephone) • New York
This Implementation Agreement dated as of November 2, 2005 (this “Agreement”) by and among DSL.net, Inc., a Delaware corporation (the “Company”), VantagePoint Venture Partners III (Q), L.P. (“VantagePoint III (Q)”), VantagePoint Ventures Partners III, L.P. (“VantagePoint III”), VantagePoint Communications Partners, L.P. (“VantagePoint Communications”) and VantagePoint Venture Partners 1996, L.P. (“VantagePoint 1996,” and together with, VantagePoint III (Q), VantagePoint III and VantagePoint Communications, collectively, the “VantagePoint Entities”), Deutsche Bank AG London (“DB,” and, together with the VantagePoint Entities, the “Investors”) and Deutsche Bank Trust Company Americas, as administrative agent for the Investors (“DBTCA”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2005 • DSL Net Inc • Telephone communications (no radiotelephone) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 2, 2005 among DSL.net, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
