Formus Communications Inc Sample Contracts

Formus Communications Inc – LOAN AGREEMENT (May 5th, 2000)

1 Exhibit 10.12 LOAN AGREEMENT dated as of May 2, 2000 among FORMUS COMMUNICATIONS, INC., as Borrower THE GUARANTORS party hereto THE LENDERS party hereto and DLJ BRIDGE FINANCE, INC., as Agent DLJ BRIDGE FINANCE, INC. and SALOMON SMITH BARNEY INC., as Joint Lead Advisors and Arrangers and Book Running Managers CREDIT SUISSE FIRST BOSTON, as Co-Arranger and Co-Manager 2 TABLE OF CONTENTS

Formus Communications Inc – WARRANT (May 5th, 2000)

1 EXHIBIT 4.4 WARRANT THE WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF PREFERRED STOCK ISSUABLE HEREUNDER AND COMMON STOCK ISSUABLE UPON THE CONVERSION OF THE PREFERRED STOCK, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE COMPANY IS REASONABLY SATISFIED THAT THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144. WARRANT TO PURCHASE SERIES E PREFERRED STOCK OF FORMUS COMMUNICATIONS, INC. (Subject to Adju

Formus Communications Inc – POWER OF ATTORNEY (May 5th, 2000)

1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bernard G. Dvorak and John F. Knoeckel, and each of them, his or her attorneys-in-fact, with full power of substitution, for him or her in any and all capacities, to sign a registration statement to be filed with the Securities and Exchange Commission (the "Commission") on Form S-1 registration statement in connection with the offering by Formus Communications, Inc., a Delaware corporation (the "Company"), of securities of the Company ("Securities"), and all amendments (including post-effective amendments) thereto, and any registration statement with respect to Securities to be filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therew

Formus Communications Inc – SHAREHOLDERS' AGREEMENT (May 5th, 2000)

1 EXHIBIT 4.6 ================================================================================ FORMUS POLSKA Sp. z o.o. SHAREHOLDERS' AGREEMENT Dated as of _____________ 1997 ================================================================================ 2 TABLE OF CONTENTS Page 1. Definitions........................................................ 1 2. Establishment; Purposes; Covenant Not to Compete; Other Matters.... 5 (a) Establishment of the Company.............................. 5 (b) Purposes.................................................. 5 (c) Covenant N

Formus Communications Inc – EMPLOYMENT SEPARATION AGREEMENT AND (May 5th, 2000)

1 EXHIBIT 10.8 EMPLOYMENT SEPARATION AGREEMENT AND GENERAL RELEASE OF LEGAL RIGHTS This agreement and legal release ("Agreement") is entered into between Formus Communications, Inc., (hereinafter the "Company") and Osmo Hautanen. The purpose of this Agreement is to facilitate Mr. Hautanen's separation from employment with the Company by providing him with severance pay and other considerations in exchange for him giving up any legal rights he may have in connection with his employment and separation from employment. I. RECITALS 1. Mr. Hautanen is currently employed by the Company as its Chief Executive Officer pursuant to a letter agreement dated July 1, 1998 (the "Letter Agreement"). 2. Mr. Hautanen and the Company also entered into a Stock Option Agreement dated July 1, 1998 (the "Stock Option Agreement"). 3. Mr. H

Formus Communications Inc – THE FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (May 5th, 2000)

1 EXHIBIT 4.3 THE FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT FORMUS COMMUNICATIONS, INC. 2 TABLE OF CONTENTS PAGE SECTION 1. GENERAL .............................................................. 1 1.1 DEFINITIONS .......................................................... 1 SECTION 2. REGISTRATION; RESTRICTIONS ON TRANSFER ............................... 3 2.1 RESTRICTIONS ON TRANSFER ............................................. 3 2.2 DEMAND REGISTRATION .................................................. 5 2.3 PIGGYBACK REGISTRATIONS ....

Formus Communications Inc – EXCHANGE AGREEMENT (May 5th, 2000)

1 Exhibit 2.2 EXCHANGE AGREEMENT Dated as of August 30, 1999 Among FORMUS COMMUNICATIONS, INC., FORMUS INTERNATIONAL, INC. and THE SHAREHOLDERS LISTED ON SCHEDULE 1 HERETO 2 EXCHANGE AGREEMENT EXCHANGE AGREEMENT, (this "Agreement") dated as of August 30, 1999, by and among Formus Communications, Inc. ("FCI"), Formus International, Inc. ("FII"), corporations incorporated under the laws of the State of Delaware, the Direct Shareholders listed on Schedule 1 hereto (the "Direct Shareholders"), Chase European Equity Associates II LLC, a Delaware limited liability company ("Chase II"), TCB Beteiligungs GmbH, a company incorporated under the laws of the Federal Re

Formus Communications Inc – PURCHASE AGREEMENT (October 7th, 1999)

1 EXHIBIT 2.1 -------------------------------------------------------------------------------- PURCHASE AGREEMENT BY AND AMONG FORMUS COMMUNICATIONS, INC. AND FORMUS INTERNATIONAL, INC. AND VELOCOM INC. DATED AS OF AUGUST 20, 1999 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS ARTICLE 1. CERTAIN DEFINITIONS....................................................................................3 ARTICLE 2. PURCHASE AND SALE......................................................................................8 Section 2.1

Formus Communications Inc – POWER OF ATTORNEY (October 7th, 1999)

1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Osmo A. Hautanen, Bernard G. Dvorak and John F. Knoeckel, and each of them, his or her attorneys-in-fact, with full power of substitution, for him or her in any and all capacities, to sign a registration statement to be filed with the Securities and Exchange Commission (the "Commission") on Form S-1 in connection with the offering by Formus Communications, Inc., a Delaware corporation (the "Company"), of securities ("Securities"), and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission; and to sign all documents in connection with the qualification and sale of the Securities with Blue Sky authorities and with the

Formus Communications Inc – EXCHANGE AGREEMENT (October 7th, 1999)

1 EXHIBIT 2.2 ------------------------------------------------------------------------------- EXCHANGE AGREEMENT Dated as of August 30, 1999 Among FORMUS COMMUNICATIONS, INC., FORMUS INTERNATIONAL, INC. and THE SHAREHOLDERS LISTED ON SCHEDULE 1 HERETO ------------------------------------------------------------------------------- 2 EXCHANGE AGREEMENT EXCHANGE AGREEMENT, (this "Agreement") dated as of August 30, 1999, by and among Formus Communications, Inc. ("FCI"), Formus International, Inc. ("FII"), corporations incorporated under the laws of the State of Delaware, the Direct Shareholders listed on Schedule 1 hereto (the "Direct Shareholders"), Ch

Formus Communications Inc – FORM OF STOCK OPTION AGREEMENT (October 7th, 1999)

1 EXHIBIT 10.6 FORMUS COMMUNICATIONS, INC. EQUITY INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENT THIS AGREEMENT made as of this ____ day of __________, _____, between FORMUS COMMUNICATIONS, INC., a Delaware corporation (together with its Affiliated Corporations, except where the context otherwise requires, the "Company"), and ____________ (the "Option Holder"). 1. GRANT OF OPTION. Pursuant to the Formus Communications, Inc. Equity Incentive Plan (the "Plan") and subject to the terms and conditions of this Agreement, the Company hereby grants to the Option Holder an option (the "Option") to purchase ________ shares of the $0.001 par value common stock of the Company (the "Stock") at an exercise price per share of $____, which price shall be the "Option Price." The grant is made and the Option is effective as of ___

Formus Communications Inc – EMPLOYEE STOCKHOLDERS AGREEMENT (October 7th, 1999)

1 EXHIBIT 4.2 EMPLOYEE STOCKHOLDERS AGREEMENT THIS EMPLOYEE STOCKHOLDERS AGREEMENT (the "Agreement") is entered into as of August 1, 1997, by and among the individuals set forth on Exhibit A attached hereto and all individuals who agree from time to time to be bound by the terms hereof pursuant to an accession letter in the form of Exhibit B attached hereto (the "Stockholders") and Formus Communications, Inc., a Delaware corporation (the "Company"). The individuals from time to time party to this Agreement are referred to collectively as the "Stockholders." RECITALS A. Each Stockholder now owns or may hereafter acquire shares of common stock, par value $.001 (the "Common Stock"), of the Company, or options to purchase Common Stock or other equity securities of the Company, whether issued pursuant to the Company's Equity Incentive

Formus Communications Inc – THE FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (October 7th, 1999)

1 EXHIBIT 4.3 THE FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT FORMUS COMMUNICATIONS, INC. 2 TABLE OF CONTENTS PAGE ---- SECTION 1. GENERAL.......................................................1 1.1 Definitions...................................................1 SECTION 2. REGISTRATION; RESTRICTIONS ON TRANSFER........................3 2.1 Restrictions on Transfer......................................3 2.2 Demand Registration...........................................5 2.3 Piggyback Registrations.......................................6

Formus Communications Inc – SEVERANCE AGREEMENT (October 7th, 1999)

1 EXHIBIT 10.8 SEVERANCE AGREEMENT THIS AGREEMENT is entered into this 1st day of May, 1999 (the "Effective Date"), between Formus Communications, Inc., a Colorado corporation (the "Company"), and Vernon F. Kenley ("Executive"). The Company wishes to provide Executive with a severance benefit to be paid following termination of Executive's employment with the Company under certain defined circumstances. 1. Definitions. (A) "Change in Control" shall have the same definition as it has in two Stock Option Agreements dated April 15, 1997 and July 15, 1998, between the Executive and the Company, (the "Option Agreements"). (B) "Date of Termination" means the last day on which the Executive performs services for the Company. (C) "Disability" means any physical or mental condition that renders Executive unable to substantially perform Executive's

Formus Communications Inc – EQUITY INCENTIVE PLAN (October 7th, 1999)

1 EXHIBIT 10.5 FORMUS COMMUNICATIONS, INC. EQUITY INCENTIVE PLAN EFFECTIVE APRIL 15, 1997 2 TABLE OF CONTENTS ARTICLE I - INTRODUCTION 1 1.1......Establishment 1 1.2......Purposes 1 ARTICLE II - DEFINITIONS 1 2.1......Definitions