O2wireless Solutions Inc Sample Contracts

O2wireless Solutions Inc – SECOND AMENDMENT TO AGREEMENT (September 26th, 2002)

EXHIBIT 2.1.2 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("Second Amendment") is dated as of September 17, 2002 by and among O2WIRELESS SOLUTIONS, INC., a Georgia corporation (the "Company"), BARAN GROUP, LTD., a corporation organized under the laws of Israel ("Parent") and BARAN ACQUISITION SUB, INC., a Georgia corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"). WHEREAS, the Company, Parent and Merger Sub are parties to an Agreement and Plan of Merger dated as of June 5, 2002, and amended as of August 28, 2002 (the "Agreement"); WHEREAS, the parties have determined that it is in their respective best interests and, as to the Company and Parent, their respective stockholders to further amend the Agreement. NOW, THEREFORE, in consideration

O2wireless Solutions Inc – O2WIRELESS SOLUTIONS AND BARAN GROUP LTD. AMEND MERGER AGREEMENT (September 10th, 2002)

EXHIBIT 99.1 FOR IMMEDIATE RELEASE O2WIRELESS SOLUTIONS AND BARAN GROUP LTD. AMEND MERGER AGREEMENT ATLANTA - August 28, 2002 -- o2wireless Solutions, Inc. (Nasdaq/NM: OTWO), a leading provider of outsourced network services to the global wireless telecommunications industry, today announced that it has entered into an amendment to the merger agreement with Baran Group Ltd., originally dated June 5, 2002. Pursuant to the merger agreement, as amended, each share of o2wireless common stock will now be exchanged for 0.014919 ordinary shares of Baran. All other terms of the merger agreement remain in effect. The parties still expect the merger to close on or before November 15, 2002. o2wireless and Baran agreed to amend the merger agreement as a result of continued depressed conditions in the wireless telecommunications industry and o2wireless' recent financial results. Andrew D. R

O2wireless Solutions Inc – AMENDMENT TO AGREEMENT (September 10th, 2002)

EXHIBIT 2.1.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("Amendment") is dated as of August 28, 2002 by and among O2WIRELESS SOLUTIONS, INC., a Georgia corporation (the "Company"), BARAN GROUP, LTD., a corporation organized under the laws of Israel ("Parent") and BARAN ACQUISITION SUB, INC., a Georgia corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"). WHEREAS, the Company, Parent and Merger Sub are parties to an Agreement and Plan of Merger dated as of June 5, 2002 (the "Agreement"); WHEREAS, the parties have determined that it is in the respective best interests of each of them and, as to the Company and Parent, their respective stockholders to amend the Agreement. NOW, THEREFORE, in consideration of the representatives and warranties contained here

O2wireless Solutions Inc – AMENDED AND RESTATED CREDIT AGREEMENT (August 19th, 2002)

EXHIBIT 4.3.3 FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Fourth Amendment to Amended and Restated Credit Agreement (this "Amendment" or the "Fourth Amendment"), dated as of May 20, 2002 (the "Amendment Date"), is made by and among: (i) O2wireless Solutions, Inc., a Georgia corporation, f/k/a Clear Holdings, Inc. ("Parent"); (ii) O2wireless, Inc., a Georgia corporation, f/k/a Clear Communications Group, Inc. ("Borrower"), individually and as successor-by-merger to TWR Telecom, Inc., a Texas corporation ("Telecom"); (iii) O2wireless Lighting, Inc., a Texas corporation, f/k/a TWR Lighting, Inc. ("Lighting"); (iv) O2wireless Systems Group, Inc., an Illinois corporation, f/k/a Communications Consulting Services, Inc. ("Systems Group"), individually and as successor-by-merger to Cellular Technology, Inc., a Missouri corporation ("CTI"

O2wireless Solutions Inc – EMPLOYMENT AGREEMENT (August 19th, 2002)

EXHIBIT 10.8 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 5th day of June , 2002, by and between o2wireless Solutions, Inc., a Georgia corporation (the "Company"), and Martin Dempsey ("Employee"). WHEREAS, the Company desires to employ Employee and Employee desires to accept employment with the Company under the terms and conditions set forth herein; and WHEREAS, the Company and Employee desire to set forth in writing all of the covenants, terms and conditions of their agreement and understanding as to such employment. NOW THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. EMPLOYMENT

O2wireless Solutions Inc – AMENDED AND RESTATED CREDIT AGREEMENT (August 19th, 2002)

EXHIBIT 4.3.4 FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Fifth Amendment to Amended and Restated Credit Agreement (this "Amendment" or the "Fifth Amendment"), dated as of June 5, 2002 (the "Amendment Date"), is made by and among: (i) O2wireless Solutions, Inc., a Georgia corporation, f/k/a Clear Holdings, Inc. ("Parent"); (ii) O2wireless, Inc., a Georgia corporation, f/k/a Clear Communications Group, Inc. ("Borrower"), individually and as successor-by-merger to TWR Telecom, Inc., a Texas corporation ("Telecom"); (iii) O2wireless Lighting, Inc., a Texas corporation, f/k/a TWR Lighting, Inc. ("Lighting"); (iv) O2wireless Systems Group, Inc., an Illinois corporation, f/k/a Communications Consulting Services, Inc. ("Systems Group"), individually and as successor-by-merger to Cellular Technology, Inc., a Missouri corporation ("CTI");

O2wireless Solutions Inc – MANAGEMENT CONSULTING AGREEMENT (June 12th, 2002)

EXHIBIT 10.2 MANAGEMENT CONSULTING AGREEMENT This Management Consulting Agreement (the "AGREEMENT") is made as of the 5th day of June, 2002, by and among o2wireless Solutions, Inc., a Georgia corporation (the "COMPANY"), Baran Group, Ltd., a corporation organized under the laws of Israel ("PARENT"), and Baran Acquisition Sub, Inc., a Georgia corporation and a direct wholly owned subsidiary of Parent ("MERGER SUB"). RECITALS The Company, Parent and Baran Acquisition Sub, Inc., a Georgia corporation ("MERGER SUB"), have entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT") dated June 5, 2002 pursuant to which the Company will merge with and into the Merger Sub. The parties also have entered into a Working Capital Loan Agreement of even date herewith (the "LOAN AGREEMENT"), pursuant to which Parent has agreed to lend cert

O2wireless Solutions Inc – AGREEMENT AND PLAN OF MERGER (June 12th, 2002)

EXHIBIT 2.1 ================================================================================ AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 5, 2002 BY AND AMONG BARAN GROUP, LTD. BARAN ACQUISITION SUB, INC. AND O2WIRELESS SOLUTIONS, INC. ================================================================================ TABLE OF CONTENTS PAGE ---- ARTICLE I THE MERG

O2wireless Solutions Inc – WORKING CAPITAL LOAN AGREEMENT (June 12th, 2002)

EXHIBIT 10.1 WORKING CAPITAL LOAN AGREEMENT BY AND BETWEEN BARAN ACQUISITION SUB, INC., as Lender O2WIRELESS SOLUTIONS, INC., as Borrower AND o2WIRELESS, INC. o2WIRELESS LIGHTING, INC. o2WIRELESS SYSTEMS GROUP, INC. o2WIRELESS DEPLOYMENT, INC. o2WIRELESS SITE DEVELOPMENT, INC. YOUNG & ASSOCIATES, INC. o2WIRELESS MICHIGAN, INC., and o2WIRELESS NORTH CAROLINA, INC., as Affiliate Guarantors June 5, 2002 LOAN AGREEMENT THIS LOAN AGREEMENT is dated as of June 5, 2002, by and between BARAN ACQUISITION S

O2wireless Solutions Inc – EMPLOYMENT AGREEMENT (May 20th, 2002)

EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 17th day of April, 2002, by and between o2wireless Solutions, Inc., a Georgia corporation (the "Company"), and William J. Loughman ("Employee"). WHEREAS, the Company desires to employ Employee and Employee desires to accept employment with the Company under the terms and conditions set forth herein; and WHEREAS, the Company and Employee desire to set forth in writing all of the covenants, terms and conditions of their agreement and understanding as to such employment. NOW THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. EMPLOYMEN

O2wireless Solutions Inc – EMPLOYMENT AGREEMENT (April 1st, 2002)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 27th day of June, 2001, by and between o2wireless Solutions, Inc., a Georgia corporation (the "Company"), and Murray L. Swanson ("Employee"). WHEREAS, the Company desires to employ Employee and Employee desires to accept employment with the Company under the terms and conditions set forth herein; and WHEREAS, the Company and Employee desire to set forth in writing all of the covenants, terms and conditions of their agreement and understanding as to such employment. NOW THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. EMPLOYME

O2wireless Solutions Inc – AMENDED AND RESTATED CREDIT AGREEMENT (April 1st, 2002)

EXHIBIT 4.3.2 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Third Amendment to Amended and Restated Credit Agreement (this "Amendment" or the "Third Amendment"), dated as of March 22, 2002 (the "Amendment Date"), but effective (unless otherwise expressly provided herein) as of September 30, 2001 (the "Amendment Effective Date"), is made by and among: (i) O2wireless Solutions, Inc., a Georgia corporation, f/k/a Clear Holdings, Inc. ("Parent"); (ii) O2wireless, Inc., a Georgia corporation, f/k/a Clear Communications Group, Inc. ("Borrower"), individually and as successor-by-merger to TWR Telecom, Inc., a Texas corporation ("Telecom"); (iii) O2wireless Lighting, Inc., a Texas corporation, f/k/a TWR Lighting, Inc. ("Lighting"); (iv) O2wireless Systems Group, Inc., an Illinois corporation, f/k/a Communications Consulting Services, Inc. ("Systems

O2wireless Solutions Inc – EMPLOYMENT AGREEMENT (April 1st, 2002)

EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 7th day of January, 2002, by and between o2wireless Solutions, Inc., a Georgia corporation (the "Company"), and Ronald D. Webster ("Employee"). WHEREAS, the Company desires to employ Employee and Employee desires to accept employment with the Company under the terms and conditions set forth herein; and WHEREAS, the Company and Employee desire to set forth in writing all of the covenants, terms and conditions of their agreement and understanding as to such employment. NOW THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. EMPLOYMENT A

O2wireless Solutions Inc – AMENDED AND RESTATED CREDIT AGREEMENT (November 14th, 2001)

EXHIBIT 4.3.1.1 O2 WIRELESS SOLUTIONS, INC. SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT OCTOBER 2, 2001 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Second Amendment to Amended and Restated Credit Agreement (this "Amendment" or the "Second Amendment"), dated as of October 2, 2001 (the "Amendment Date"), but effective (unless otherwise expressly provided herein) as of September 30, 2001 (the "Amendment Effective Date"), is made by and among: (i) O2wireless Solutions, Inc., a Georgia corporation, f/k/a Clear Holdings, Inc. ("Parent"); (ii) O2wireless, Inc., a Georgia corporation, f/k/a Clear Communications Group, Inc. ("Borrower"), individually and as successor-by-merger to TWR

O2wireless Solutions Inc – 1998 STOCK OPTION PLAN (June 11th, 2001)

1 EXHIBIT 10.2 AMENDMENT EFFECTIVE FEBRUARY 27, 2001 TO O2WIRELESS SOLUTIONS, INC. 1998 STOCK OPTION PLAN WHEREAS, the Board of Directors of o2wireless Solutions, Inc. (the "Company") has previously adopted, and the shareholders of the Company have approved, the 1998 Stock Option Plan (the "Plan") pursuant to which options to purchase stock of the Company may be issued to eligible directors, officers and key employees of the Company; and WHEREAS, the Board of Directors of the Company deems it to be in the best interests of the Company to amend the Plan so as to increase the number of shares available for issuance pursuant to the exercise of options granted under the Plan. NOW, THEREFORE, the Plan is amended upon the terms, and

O2wireless Solutions Inc – EMPLOYMENT AGREEMENT (May 14th, 2001)

1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 27th day of December, 2000, by and between o2wireless Solutions, Inc., a Georgia corporation (the "Company") and Michael W. Riley, a Georgia resident ("Employee"). WHEREAS, the Company and Employee desire to continue the employment of Employee with the Company under the terms and conditions set forth herein; and WHEREAS, the Company and Employee desire to set forth in writing all of the covenants, terms and conditions of their agreement and understanding as to such employment. NOW THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

O2wireless Solutions Inc – EMPLOYMENT AGREEMENT (May 14th, 2001)

1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 4th day of December, 2000, by and between o2wireless Solutions, Inc., a Georgia corporation (the "Company"), and William J. Loughman ("Employee"). WHEREAS, the Company desires to employ Employee and Employee desires to accept employment with the Company under the terms and conditions set forth herein; and WHEREAS, the Company and Employee desire to set forth in writing all of the covenants, terms and conditions of their agreement and understanding as to such employment. NOW THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1.

O2wireless Solutions Inc – EMPLOYMENT AGREEMENT (May 14th, 2001)

1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), effective as of the 15th day of June, 2000, by and among Communication Consulting Services, Inc., a Georgia corporation (the "Company"), Clear Communications Group, Inc., a Georgia corporation ("Clear"), and John J. Meyer, an Illinois resident (the "Executive"). WHEREAS, this Agreement is entered into in connection with and as an integral part of the purchase by Clear of all the outstanding capital stock of Company under that certain Stock Purchase Agreement ("Acquisition Agreement") dated June 15, 2000. Clear and the Company desire the Executive's continued employment with the Company, and the Executive wishes to accept such continued employment, upon the terms and conditions set forth in this Agreement. The execution of this Agreement is a condition to and an inducement to Clear for co

O2wireless Solutions Inc – STOCK PURCHASE AGREEMENT (March 19th, 2001)

1 EXHIBIT 2.1.1 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT BY AND AMONG O2WIRELESS SOLUTIONS, INC., O2WIRELESS, INC. AND JEFFREY D. YOUNG This Amendment No. 1 to the Stock Purchase Agreement dated as of January 2, 2001 (the "Amendment"), is made and entered into this 13th day of March, 2001, by and among o2wireless Solutions, Inc., a Georgia corporation ("o2wireless"), o2wireless, Inc., a Georgia corporation ("Buyer"), and Jeffrey D. Young ("Shareholder") being the sole shareholder of Young & Associates, Inc., a Nevada corporation (the "Company"). W I T N E S S E T H: WHEREAS, o2wireless, Buyer and the S

O2wireless Solutions Inc – STOCK PURCHASE AGREEMENT (January 17th, 2001)

1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT AMONG O2WIRELESS SOLUTIONS, INC., O2WIRELESS, INC., AND JEFFREY D. YOUNG FOR THE PURCHASE AND SALE OF ALL ISSUED AND OUTSTANDING CAPITAL STOCK OF YOUNG & ASSOCIATES, INC., DATED AS OF JANUARY 2, 2001 2 TABLE OF CONTENTS Page ----

O2wireless Solutions Inc – AMENDED AND RESTATED CREDIT AGREEMENT (November 13th, 2000)

1 EXHIBIT 4.3.1 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 29, 2000 AMONG CLEAR COMMUNICATIONS GROUP, INC. AS BORROWER o2WIRELESS SOLUTIONS, INC., f/k/a CLEAR HOLDINGS, INC., TWR TELECOM, INC., TWR LIGHTING, INC., CLEAR PROGRAM MANAGEMENT, INC., SPECIALTY DRILLING, INC., CELLULAR TECHNOLOGY INTERNATIONAL, INC., COMMUNICATIONS DEVELOPMENT SYSTEMS, INC., CLEAR TOWER CORPORATION, ISDC, INC. AND COMMUNICATIONS CONSULTING SERVICES,

O2wireless Solutions Inc – ARTICLES OF INCORPORATION OF (July 24th, 2000)

1 EXHIBIT 3.2 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF O2WIRELESS SOLUTIONS, INC. o2wireless Solutions, Inc., a Georgia corporation (the "Corporation"), acting pursuant to Section 14-2-1007 of the Georgia Business Corporation Code, as amended, does hereby adopt the following Second Amended and Restated Articles of Incorporation superseding as of the date of filing hereof its previously filed Amended and Restated Articles of Incorporation: I. The name of the Corporation is "o2wireless Solutions, Inc." II. The Corporation shall have perpetual existence. III. The Corporation is organized pursuant to the provisions of the Georgia Business Corporation Code. The objec

O2wireless Solutions Inc – UNDERWRITING AGREEMENT (July 24th, 2000)

1 EXHIBIT 1.1 O2WIRELESS SOLUTIONS, INC. ______ SHARES(1) COMMON STOCK UNDERWRITING AGREEMENT ______________, 2000 CHASE SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION THOMAS WEISEL PARTNERS LLC c/o Chase Securities Inc. One Bush Street San Francisco, CA 94104 Ladies and Gentlemen: o2wireless Solutions, Inc., a Georgia corporation (herein called the Company), proposes to issue and sell _____ shares of its authorized but unissued Common Stock, $.0001 par value (herein called the Common Stock), and the stockholders of the Company named in Schedule II hereto (herein collectively called the Selling Securityholders) propose to sell an aggregate of _____ shares of Common Stock of the Company (said shares of Co

O2wireless Solutions Inc – STOCK PURCHASE AGREEMENT (July 6th, 2000)

1 EXHIBIT 2.4 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of the 15th day of June, 2000, by and among o2wireless Solutions, Inc., a Georgia corporation (together with its successors and assigns, "o2"), Clear Communications Group, Inc., a Georgia corporation (together with its successors and assigns, the "Buyer"), Communication Consulting Services, Inc., an Illinois corporation (the "Company"), and John J. Meyer and Clyde C. Smith (collectively, the "Shareholders" and each individually a "Shareholder"). WITNESSETH: WHEREAS, the Company is engaged in the business of construction and installation of telecommunication equipment and related telecommunication support services; WHEREAS, the Shareholders own all of the issued and outstanding shares of the capital stock of the Company (the "Compa

O2wireless Solutions Inc – ASSET PURCHASE AGREEMENT (May 10th, 2000)

1 EXHIBIT 2.3 ASSET PURCHASE AGREEMENT AMONG CLEAR HOLDINGS, INC., CLEAR COMMUNICATIONS GROUP, INC., MCKENZIE TELECOMMUNICATIONS GROUP, INC., AND RHONDA MCKENZIE FOR THE PURCHASE AND SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF MCKENZIE TELECOMMUNICATIONS GROUP, INC. DATED AS OF NOVEMBER 1, 1999 2 TABLE OF CONTENTS ARTICLE I - Sale and Purchase of Assets; Assumption of Liabilities.............................................. 1 1.1 Assets............................................

O2wireless Solutions Inc – 1998 STOCK OPTION PLAN (May 10th, 2000)

1 EXHIBIT 10.1 CLEAR HOLDINGS, INC. AMENDED AND RESTATED 1998 STOCK OPTION PLAN In connection with the Plan of Reorganization of Clear Communications Group, Inc. ("Clear Communications"), dated as of July 10, 1998, whereby Clear Holdings, Inc. (the "Company") issued, on a one-for-one basis, shares of its $.0001 par value per share common stock for all of the outstanding shares of Clear Communications' $.0001 par value per share common stock, the Clear Communications Group, Inc. 1997 Stock Option Plan (the "1997 Plan") was assumed by the Company pursuant to Section 8(i) of the 1997 Plan. Accordingly, this Plan amends and restates the 1997 Plan, as amended. 1. PURPOSE The primary purpose of the Clear Holdings, Inc. 1998 Stock Option Plan (the "Plan") is to encourage and en

O2wireless Solutions Inc – ARTICLES OF INCORPORATION OF (May 10th, 2000)

1 EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF O2WIRELESS SOLUTIONS, INC. o2wireless Solutions, Inc., a Georgia corporation (the "Corporation"), acting pursuant to Section 14-2-1007 of the Georgia Business Corporation Code, as amended, does hereby adopt the following Amended and Restated Articles of Incorporation superseding as of the date of filing hereof its previously filed original Articles of Incorporation and amendments thereto: FIRST: The name of the Corporation is: "o2wireless Solutions, Inc." SECOND: The Corporation shall have perpetual existence. THIRD: The Corporation is organized pursuant to the provisions of the Georgia Business Corporation Code. The object of the Corporation is pecuniary gain and profit and the purpose for which the Corporation

O2wireless Solutions Inc – WARRANT (May 10th, 2000)

1 EXHIBIT 4.11 This Warrant was originally issued on November 1, 1999, and such issuance was not registered under the Securities Act of 1933, as amended. The transfer of this Warrant and the securities obtainable upon exercise thereof is subject to the conditions on transfer specified in the Note and Equity Purchase Agreement, dated as of November 1, 1999 (as amended from time to time, the "Purchase Agreement") by and among the issuer hereof (the "Company"), its wholly-owned subsidiaries and the Purchaser (as such term is defined in the Purchase Agreement), and the Company reserves the right to refuse the transfer of such security until such conditions have been fulfilled with respect to such transfer. Upon written request, a copy of such conditions will be furnished by the Company to the holder hereof without charge. WARRANT Date of Issuance: November 1

O2wireless Solutions Inc – SECURITIES PURCHASE AGREEMENT (May 10th, 2000)

1 EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENT AMONG STRATFORD CAPITAL PARTNERS, L.P., STRATFORD EQUITY PARTNERS, L.P. AND CLEAR HOLDINGS, INC. NOVEMBER 1, 1999 2 ARTICLE I TERMS DEFINED..................................................................................................1 SECTION 1.1 Definitions.....................................................................................1 SECTION 1.2 Accounting Terms and Determinations............................................................13 SECTION 1.3 Gender an

O2wireless Solutions Inc – PREFERRED STOCK PURCHASE AGREEMENT (May 10th, 2000)

1 EXHIBIT 10.3 PREFERRED STOCK PURCHASE AGREEMENT Among CLEAR HOLDINGS, INC., DFW CAPITAL PARTNERS, L.P., CLEAR INVESTORS, LLC STEPHEN F. JOHNSTON, SR. and OTHER PERSONS ELECTING TO SUBSCRIBE Dated as of June 24, 1999 2 TABLE OF CONTENTS Page ---- ARTICLE I. THE PREFERRED STOCK......................

O2wireless Solutions Inc – NOTE AND EQUITY PURCHASE AGREEMENT (May 10th, 2000)

1 EXHIBIT 4.10 NOTE AND EQUITY PURCHASE AGREEMENT by and among CLEAR COMMUNICATIONS GROUP, INC., CLEAR HOLDINGS, INC. AND ITS SUBSIDIARIES' LISTED ON ANNEX B HERETO AND AMERICAN CAPITAL STRATEGIES, LTD. NOVEMBER 1, 1999 2 NOTE AND EQUITY PURCHASE AGREEMENT $17,500,000 PRINCIPAL AMOUNT SENIOR SUBORDINATED NOTES DUE 2005 OF CLEAR COMMUNICATIONS GROUP, INC. WARRANTS TO PURCHASE SHARES OF CLEAR HOLDINGS, INC. COMMON STOCK THIS NOTE AND EQUITY PURCHASE AGREEMENT (this "Agreement"), dated as of November 1, 1999, is by and among CLEAR COMMUNICATIONS GROUP, INC., a Georgi

O2wireless Solutions Inc – CREDIT AGREEMENT (May 10th, 2000)

1 EXHIBIT 4.3 CREDIT AGREEMENT DATED AS OF NOVEMBER 1, 1999 AMONG CLEAR COMMUNICATIONS GROUP, INC. AS BORROWER CLEAR HOLDINGS, INC., TWR TELECOM, INC., TWR LIGHTING, INC., ROOKER TOWER COMPANY, CLEAR PROGRAM MANAGEMENT, INC., SPECIALTY DRILLING, INC., CELLULAR TECHNOLOGY INTERNATIONAL, INC., COMMUNICATIONS DEVELOPMENT SYSTEMS, INC., CLEAR TOWER CORPORATION AND ISDC, INC., AS AFFILIATE GUARANTORS --------

O2wireless Solutions Inc – REVOLVING LOAN NOTE (May 10th, 2000)

1 EXHIBIT 4.7 REVOLVING LOAN NOTE Atlanta, Georgia $6,900,000 November 1, 1999 FOR VALUE RECEIVED, the undersigned, CLEAR COMMUNICATIONS GROUP, INC., a Georgia corporation ("Borrower"), hereby promises to pay to the order of WACHOVIA BANK, N.A. ("Lender"; Lender, together with any other permitted holder hereof, sometimes referred to herein as the "Holder"), the principal sum of SIX MILLION NINE HUNDRED THOUSAND DOLLARS ($6,900,000), or such lesser amount as may be outstanding under Lender's "Revolving Loan Commitment" (as that term is defined in the "Credit Agreement," hereinafter defined) at such time or times as are provided in the Credit Agreement and, in any event, on the "Expiry Date" (as that term is defined in the Credit Agreement), together with interest on the unpaid principal balance hereof from th

O2wireless Solutions Inc – INCENTIVE STOCK OPTION AGREEMENT (May 10th, 2000)

1 EXHIBIT 10.2 CLEAR HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT ("Option Agreement") made and entered into this __________ day of _______________, _____ by and between Clear Holdings, Inc., a Georgia corporation (the "Company") and __________________________ ("Eligible Employee"). W I T N E S S E T H: In connection with the Plan of Reorganization of Clear Communications Group, Inc. ("Clear Communications"), dated as of July 10, 1998, whereby Clear Holdings, Inc. (the "Company") issued, on a one-for-one basis, shares of its $.0001 par value per share common stock ("Stock") for all of the outstanding shares of Clear Communications' $.0001 par value per share common stock, the Clear Communications Group, Inc. 1997 Stock Option Plan (the "1997 Plan") was assumed by Clear Ho

O2wireless Solutions Inc – TERM LOAN NOTE (May 10th, 2000)

1 EXHIBIT 4.6 TERM LOAN NOTE Atlanta, Georgia $4,200,000 November 1, 1999 FOR VALUE RECEIVED, the undersigned, CLEAR COMMUNICATIONS GROUP, INC., a Georgia corporation ("Borrower"), promises to pay to the order of FIRST UNION NATIONAL BANK, a national bank ("Lender"; Lender, together with any other holder hereof, sometimes referred to herein as the "Holder"), the principal sum of FOUR MILLION TWO HUNDRED THOUSAND DOLLARS ($4,200,000), at such time or times as are provided in the Credit Agreement and, in any event, on the "Expiry Date" (as that term is defined in the Credit Agreement), together with interest on the unpaid principal balance hereof from the date hereof until the payment in full of this Note at the rate specified with respect to the "Term Loan" in the Credit Agreement, payable at the times and