TABLE OF CONTENTS ----------------- Page ---- ARTICLE IOffices SECTION 1.1 Registered Office............................................1 SECTION 1.2 Other Offices................................................1 ARTICLE IIMeetings of Stockholders...Broadview Networks Holdings Inc • March 21st, 2000 • Telephone communications (no radiotelephone)
forBroadview Networks Holdings Inc • February 8th, 2000 • Pennsylvania
RECITALS:Escrow Agreement • March 25th, 2009 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
This LOAN AND SECURITY AGREEMENT ("Agreement") is dated as of October 22, --------- 1999 (the "Closing Date"), by and between the following parties: LENDER/SECURED PARTY: NTFC CAPITAL CORPORATION, a Delaware corporation with offices at 501 Corporate...Loan and Security Agreement • February 8th, 2000 • Broadview Networks Holdings Inc • New York
COAXICOM, INC.Securities Purchase Agreement • February 8th, 2000 • Broadview Networks Holdings Inc • New York
EXHIBIT 10.20 SHAREHOLDER'S AGREEMENT THIS SHAREHOLDER'S AGREEMENT (this "Agreement") is made and entered into effective as of April 23, 1999 among Coaxicom, Inc., a Delaware corporation (the "Company"), Baker Communications Fund, L.P. ("Baker"),...Shareholder's Agreement • February 8th, 2000 • Broadview Networks Holdings Inc • New York
Exhibit 10.32 EMPLOYMENT AGREEMENT -------------------- AGREEMENT by and between Broadview Networks, Inc., a New York corporation (the "Company"), and Kenneth A. Shulman (the "Executive"), dated as of the 14th day of December 1999. 1. Employment...Employment Agreement • February 8th, 2000 • Broadview Networks Holdings Inc • New York
Exhibit 1.1 Broadview Networks Holdings, Inc. 7,000,000 Shares Common Stock Underwriting Agreement ----------------------Underwriting Agreement • April 7th, 2000 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.38 STANDARD FORM OF SUBLEASE AGREEMENT Table of ContentsSublease Agreement • April 7th, 2000 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone)
WHEREAS, Section 3 of Amendment No. 1 contemplated Baker assigning the remainder of its option (the "Baker Option") to purchase shares of 8% Series D ------------ Convertible Redeemable Preferred Stock of the Company ("Series D Preferred...Securities Purchase Agreement • February 8th, 2000 • Broadview Networks Holdings Inc
LOGO OF COMMUNITY NETWORKS] Existing Lease Abstract Building: 37-18 Northern Blvd. Lease Date: March 19,1999 Landlord: Standard Motor Products Tenant: Community Networks Premises: Portion of the 2nd floor (Westerly half of floor) Rentable Area:...Broadview Networks Holdings Inc • February 8th, 2000
LOGO] Broadview Networks ------------------------------------------------------------------------------- Existing Lease Abstract Building: Hood Business Park, 500 Rutherford Avenue, Boston Lease Data: TBD Landlord: Hood Business Park, LLC Tenant:...Broadview Networks Holdings Inc • February 8th, 2000
EXHIBIT 10.30 EMPLOYMENT AGREEMENT -------------------- AGREEMENT by and between Broadview Networks Holdings, Inc., a Delaware corporation (the "Company"), and Vern M. Kennedy (the "Executive"), dated as of the 3rd day of February, 2000. WHEREAS, the...Employment Agreement • February 8th, 2000 • Broadview Networks Holdings Inc • New York
Exhibit 10.31 EMPLOYMENT AGREEMENT -------------------- AGREEMENT by and between Coaxicom, Inc., a New York corporation (the "Company"), and Joel D. Gross (the "Executive"), dated as of the 1st day of October 1999. 1. Employment Period. (a) The...Employment Agreement • February 8th, 2000 • Broadview Networks Holdings Inc • New York
RIDER ANNEXED TO LEASE DATED OCTOBER 20, 1998 BY AND BETWEEN 45-18 COURT SQUARE, LIC, AS LANDLORD AND COAXICOM, INC. (DBA COMMUNITY TELEPHONE/COMMUNITY NETWORK), AS TENANTBroadview Networks Holdings Inc • February 8th, 2000 • New York
EXHIBIT 10.4 Existing Lease Abstract Building: 45-18 Court Square Lease Date: March 27, 1997 Landlord: 45-18 Court Square, LLC Tenant: Coaxicom, Inc. (Community Networks) Premises: Part of the fifth floor (Suite 502) Rentable Area: 2,900 RSF Lease...Broadview Networks Holdings Inc • February 8th, 2000
EXHIBIT 10.10 AGREEMENT OF LEASE TRI-STATE CONSUMER INSURANCE COMPANYAgreement of Lease • February 8th, 2000 • Broadview Networks Holdings Inc
WAIVER AGREEMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTWaiver Agreement • February 8th, 2000 • Broadview Networks Holdings Inc • New York
STANDARD OFFICE SPACE LEASE ------------------Broadview Networks Holdings Inc • February 8th, 2000
Exhibit 10.39 INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996 Dated as of March 13, 2000 by and between BELL ATLANTIC - PENNSYLVANIA, INCInterconnection Agreement • April 7th, 2000 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Pennsylvania
WHEREAS, Section 3 of Amendment No. 1 contemplated Baker assigning the remainder of its option (the "Baker Option") to purchase shares of 8% Series D ------------ Convertible Redeemable Preferred Stock of the Company ("Series D Preferred...Shareholders' Agreement • February 8th, 2000 • Broadview Networks Holdings Inc
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
Broadview Networks Holdings, Inc. a Delaware corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange up to $300.0 million aggregate principal amount of its 11 3/8% Senior Secured Notes due 2012 registered under the Securities Act of 1933 (the “New Securities”) for any and all outstanding 11 3/8% Senior Secured Notes due 2012 (the “Old Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus”), included in the Company’s Registration Statement on Form S-4 (File No. 333-142946), as amended, that was filed with the Securities and Exchange Commission and proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”.
EXHIBIT 10.11 LEASE AGREEMENTLease Agreement • February 8th, 2000 • Broadview Networks Holdings Inc • New York
LOGO OF BROADVIEW NETWORKS] Existing Lease Abstract -- Downtown Manhattan Building: 59 Maiden Lane -- Manhattan Lease Date: December 30,1999 Landlord: 59 Maiden Lane Associates, LLC Tenant: Broadview Networks, Inc. Premises: Entire 27th Floor Rentable...Broadview Networks Holdings Inc • February 8th, 2000
Exhibit 10.37 WTC-SOL3195 LEASE NO. WT-3636-A-53 (2901) ======================= ========================================================= THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY WORLD TRADE CENTER AGREEMENT OF LEASEAgreement • April 7th, 2000 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
THIS AGREEMENT entered into as of the 3rd day of March, 2004, by and between BridgeCom Holdings, Inc. (the “Company”), and Charles Hunter, an individual (the “Executive”) (hereinafter collectively referred to as the “parties”).
EXHIBIT 10.29Wholesale Service Agreement • February 8th, 2000 • Broadview Networks Holdings Inc
INDENTURE, Dated as of August 23, 2006 AMONG BROADVIEW NETWORKS HOLDINGS, INC., as Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors, AND THE BANK OF NEW YORK, as Trustee and Collateral Agent 113/8% Senior Secured Notes due 2012Indenture, • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of August 23, 2006, among Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), the Guarantors (as herein defined) and The Bank of New York, as Trustee (in such capacity, the “Trustee”), and Collateral Agent (in such capacity, the “Collateral Agent”).
NEO EMPLOYMENT AGREEMENTNeo Employment Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
THIS EMPLOYMENT AGREEMENT is entered into as of the 5th day of July, 2012 (the “Effective Date”), by and between Broadview Networks Holdings, Inc. (the “Company”) and Kenneth Shulman, an individual (the “Executive”) (hereinafter collectively referred to as the “parties”).
FORM OF GUARANTEEBroadview Networks Holdings Inc • October 16th, 2007 • Telephone communications (no radiotelephone)
The undersigned and its successors under the Indenture has irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Indenture, dated as of August 23, 2006, by and among Broadview Networks Holdings, Inc. (the “Company”), the Guarantors and Bank of New York, as Trustee and Collateral Agent (the “Indenture”), (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of (including interest accruing at the then applicable rate provided in the Indenture, the Notes, the Guarantees or any Collateral Agreement after the occurrence of any Event of Default set forth in Section 6.01(6) or (7) of the Indenture, whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar law) and inter
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the day of , 201 by and between Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CORECOMM COMMUNICATIONS, LLCLimited Liability Company Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.1 [LETTERHEAD APPEARS HERE] September 16, 1999 Mr. Scott Matukas Community Networks 45-18 Court Square Long Island City, NY 11101 RE: Suite 403 45-18 Court Square, Long Island City Dear Scott: Per your request I am pleased to offer you a...Broadview Networks Holdings Inc • February 8th, 2000
BROADVIEW NETWORKS HOLDINGS, INC. 113/8% Senior Secured Notes due 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated August 15, 2006, by and among the Company, the Initial Purchaser and the guarantors named therein (the “Purchase Agreement”), $210,000,000 aggregate principal amount of 113/8% Senior Secured Notes due 2012 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EUREKA NETWORKS, LLCLimited Liability Company Operating Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
This Limited Liability Company Operating Agreement is made and entered into as of August ___, 2005 (the “Agreement”) for Eureka Networks, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”).
