Cbeyond Communications Inc Sample Contracts

Cbeyond Communications, Inc. Shares of Common Stock, par value $0.01 per share Form of Underwriting Agreement
Cbeyond Communications Inc • October 3rd, 2005 • Telephone communications (no radiotelephone) • New York

Cbeyond Communications, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of shares of Common Stock, par value $ 0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional shares of Common Stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein referred to as the “Public Shares”.

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AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 2, 2012 among CBEYOND COMMUNICATIONS, LLC, as Borrower, The Other Loan Parties Party Hereto BANK OF AMERICA, N.A., as Administrative Agent, Lender and L/C Issuer and The Other Lenders Party Hereto
Credit Agreement • May 3rd, 2012 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of May 2, 2012, among CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company (“Borrower”), each of the other Loan Parties signatory hereto, each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Agent, Lender and L/C Issuer.

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Cbeyond, Inc. Shares of Common Stock, par value $0.01 per share Form of Underwriting Agreement
Cbeyond Inc • September 25th, 2006 • Telephone communications (no radiotelephone) • New York

Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Cbeyond, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of Common Stock, par value $ 0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional shares of Common Stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein referred to as the “Shares”.

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AGREEMENT AND PLAN OF MERGER BY AND AMONG BIRCH COMMUNICATIONS, INC., HAWKS MERGER SUB, INC. AND CBEYOND, INC. APRIL 19, 2014
Agreement and Plan of Merger • April 21st, 2014 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 19, 2014, is entered into by and among Cbeyond, Inc., a Delaware corporation (the “Company”), Birch Communications, Inc., a Georgia corporation (“Parent”), and Hawks Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

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CBEYOND, INC. INDEMNITY AGREEMENT
Indemnity Agreement • November 6th, 2007 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Delaware

This Indemnity Agreement (“Agreement”) is made as of by and between CBEYOND, INC., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supercedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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AT-WILL EMPLOYMENT AGREEMENT
At-Will Employment Agreement • December 14th, 2012 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Georgia

THIS AT-WILL EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 5, 2012 (the “Effective Date”), by and between Cbeyond, Inc., a Delaware corporation (the “Company”), and J. Robert Fugate (“Executive”). Capitalized terms used but not otherwise defined have the meanings given to them in Section 3.

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AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN CBEYOND, INC. AND JAMES F. GEIGER
Employment Agreement • May 1st, 2009 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Georgia

This Amendment (this “Amendment”) to that certain Employment Agreement between Cbeyond, Inc. (the “Company”) and James F. Geiger (the “Executive”) dated as of March 10, 2008 (the “Employment Agreement”) is made as of this 31st day of December, 2008 (the “Amendment Date”), by and among the Company and the Executive. Except as set forth is this Amendment, capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Employment Agreement.

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EXECUTIVE PURCHASE AGREEMENT
Executive Purchase Agreement • May 16th, 2005 • Cbeyond Communications Inc • Delaware

THIS EXECUTIVE PURCHASE AGREEMENT (this “Agreement”) is made as of March 28, 2000, by and among Egility Communications, L.L.C., a Delaware limited liability company (the “LLC”), egility Communications, Inc., a Delaware corporation (the “Company”), egility Investors, LLC, a Delaware limited liability company (“Investors LLC”), and J. Robert Fugate (“Executive”). Capitalized terms used but not otherwise defined herein have the meanings given to them in Section 6 hereof.

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INDEMNITY AGREEMENT
Indemnity Agreement • March 17th, 2014 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March __, 2014, by and between Cbeyond, Inc., a Delaware corporation, Cbeyond Communications, LLC, a Delaware limited liability company (together with Cbeyond, Inc., the “Company”), and ______________ (“Indemnitee”).

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AT-WILL EMPLOYMENT AGREEMENT
At-Will Employment Agreement • February 29th, 2008 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Georgia

THIS AT-WILL EMPLOYMENT AGREEMENT (this “Agreement”) is made as of , 2008 (the “Effective Date”), by and between Cbeyond, Inc., a Delaware corporation (the “Company”), and (“Executive”). Capitalized terms used but not otherwise defined herein have the meanings given to them in Section 3 hereof.

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AMENDED AND RESTATED STOCK SUBSCRIPTION WARRANT To Purchase Common Stock of Cbeyond Communications, Inc.
Cbeyond Communications Inc • October 27th, 2005 • Telephone communications (no radiotelephone) • Delaware

THIS CERTIFIES THAT for value received, CISCO SYSTEMS CAPITAL CORPORATION, a Nevada corporation, or its registered assigns (hereinafter called “Holder”) shall be entitled to receive from CBEYOND COMMUNICATIONS, INC., a Delaware corporation (“Company”), upon the exercise of this Warrant (which exercise shall happen automatically upon the occurrence of a Sale Trigger Event and upon the election of Holder in accordance with the terms hereof during the Post-Exercise Event Term, so long as such exercise occurs on or before March 31, 2010 (the “Expiration Date”)), a number of shares of common stock, $0.01 par value, of Company (the “Common Stock”) equal to the product of (x) 2,768,744, multiplied by (y) the Additional Equity Percentage, at the Warrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained. After the earlier to occur of (x) a Qualified IPO and (y) a Tranche 3 Loan Drawdown, this Warrant

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CBEYOND COMMUNICATIONS, INC. 2005 EQUITY INCENTIVE AWARD PLAN FORM OF RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • September 20th, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone)

As escrow agent (the “Escrow Agent”) for both Cbeyond Communications, Inc., a Delaware corporation (the “Company”), and the undersigned recipient of shares of common stock, par value $0.01 per share, of the Company (the “Participant”), you are hereby authorized and directed to hold in escrow the documents delivered to you pursuant to the terms of that certain Restricted Stock Award Agreement (“Agreement”) between the Company and the undersigned (the “Escrow”), including the stock certificate and the Assignment in Blank, in accordance with the following instructions:

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CBEYOND COMMUNICATIONS, INC. FORM OF 2005 EQUITY INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • September 20th, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • Delaware

Cbeyond Communications, Inc., a Delaware corporation (the “Company”), pursuant to its 2005 Equity Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

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CREDIT AGREEMENT Dated as of February 8, 2006 among CBEYOND COMMUNICATIONS, LLC, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and Lender, and The Other Lenders Party Hereto
Credit Agreement • February 14th, 2006 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • New York

CREDIT AGREEMENT (this “Agreement”) is entered into as of February 8, 2006, among CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company (“Borrower”), each of the other Loan Parties signatory hereto, each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Lender.

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FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 5th, 2011 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 4th day of May, 2011, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the “Borrower”), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Lender (the “Agent”).

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 7th, 2013 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is made and entered into as of this 4th day of March, 2013 and is effective as of March 4, 2013, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the "Borrower"), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent, Lender and L/C Issuer (the "Agent").

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SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 3rd, 2012 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 31st day of March, 2012 and is effective as of March 31, 2012, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the “Borrower”), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Lender (the “Agent”).

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THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 16th, 2005 • Cbeyond Communications Inc • Delaware

THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated and effective as of December 29, 2004, is entered into by and among Cbeyond Communications, Inc., a Delaware corporation (the “Company”) and the other signatories hereto. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 8 hereof.

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AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 16th, 2005 • Cbeyond Communications Inc • New York

THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 18, 2005, is made among CBeyond Communications, LLC, a Delaware limited liability company (“Borrower”), CBeyond Communications, Inc., a Delaware corporation (“Holdings”), Cbeyond Leasing, LP, a Delaware limited partnership (“Additional Borrower”) and Cisco Systems Capital Corporation, a Nevada corporation (“Lender” or “Agent”).

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FORM OF [AMENDED AND RESTATED] AT-WILL EMPLOYMENT AGREEMENT
Employment Agreement • October 3rd, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • Georgia

THIS [FOR EXECUTIVES WITH EXISTING EMPLOYMENT AGREEMENTS: AMENDED AND RESTATED] AT-WILL EMPLOYMENT AGREEMENT (this “Agreement”) is made as of , 2005 (the “Effective Date”), by and between Cbeyond Communications, Inc., a Delaware corporation (the “Company”), and (“Executive”). Capitalized terms used but not otherwise defined herein have the meanings given to them in Section 3 hereof.

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CBEYOND COMMUNICATIONS, INC. FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • October 3rd, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of , 2005 by and between Cbeyond Communications, Inc., a Delaware corporation (the “Company”), and the undersigned individual stockholder of the Company (the “Participating Stockholder”).

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ASSET PURCHASE AGREEMENT by and among CBEYOND, INC., CBEYOND COMMUNICATIONS LLC, MAXIMUMASP, LLC, MAXIMUMCOLO, LLC, MAXIMUM HOLDINGS, LLC, SILAS BOYLE AND WADE LEWIS dated as of November 3, 2010
Asset Purchase Agreement • November 4th, 2010 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Delaware

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 3, 2010, is made by and among MaximumASP, LLC, a Kentucky limited liability company (“Maximum ASP”), MaximumColo, LLC, a Kentucky limited liability company (“Maximum Colo”), Maximum Holdings, LLC, a Kentucky limited liability company (“Maximum Holdings”) (each of Maximum ASP, Maximum Colo and Maximum Holdings a “Seller” and collectively, the “Sellers”), Cbeyond, Inc., a Delaware corporation (“Parent”), Cbeyond Communications LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Purchaser”) and for purposes of Section 5.10, Article VI and Article VII only, Wade Lewis and Silas Boyle, each in his individual capacity. Each of Purchaser, Parent and each Seller is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings specified in Annex A below.

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 1, 2002
Credit Agreement • May 16th, 2005 • Cbeyond Communications Inc • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of November 1, 2002, among Cbeyond Communications, LLC, a Delaware limited liability company (“Borrower”), Cbeyond Communications, Inc., a Delaware corporation (“Holdings”), the several lending institutions from time to time party to this Agreement (individually, a “Lender” and, collectively, “Lenders”), and Cisco Systems Capital Corporation, as administrative agent for itself and the other Lenders (in such capacity, “Agent”).

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 16th, 2005 • Cbeyond Communications Inc • New York

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 30, 2003, is made among Cbeyond Communications, LLC, a Delaware limited liability company (“Borrower”), Cbeyond Communications, Inc., a Delaware corporation (“Holdings”), Cbeyond Leasing, LP, a Delaware limited partnership (“Additional Borrower”) and Cisco Systems Capital Corporation, a Nevada corporation (“Lender” or “Agent”).

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CBEYOND, INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 2nd, 2007 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Delaware

Cbeyond, Inc., a Delaware corporation, (the “Company”), pursuant to its 2005 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), the number of shares of Restricted Stock set forth below (the “Shares”). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.

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CBEYOND COMMUNICATIONS, INC. FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • October 5th, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of , 2005 by and between Cbeyond Communications, Inc., a Delaware corporation (the “Company”), and the undersigned individual stockholder of the Company (the “Participating Stockholder”).

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CBEYOND COMMUNICATIONS, INC. AMENDMENT TO STOCK OPTION AGREEMENTS
Cbeyond Communications Inc • May 15th, 2006 • Telephone communications (no radiotelephone)

Date of Existing Stock Option Agreements to be Amended: June 23, 2004, November 23, 2004 (as amended to date (the “Existing Option Agreements”))

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 7th, 2007 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 2nd day of July, 2007, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the “Borrower”), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Lender (the “Agent”).

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 5th, 2010 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 3rd day of March, 2010, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the “Borrower”), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Lender (the “Agent”).

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FOURTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT
Credit Agreement • February 28th, 2011 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 22nd day of February, 2011, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the “Borrower”), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Lender (the “Agent”).

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WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 6th, 2009 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York

THIS WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 24th day of February, 2009, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the “Borrower”), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Lender (the “Agent”).

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AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 16th, 2005 • Cbeyond Communications Inc • New York

THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March , 2004, is made among CBeyond Communications, LLC, a Delaware limited liability company (“Borrower”), CBeyond Communications, Inc., a Delaware corporation (“Holdings”), Cbeyond Leasing, LP, a Delaware limited partnership (“Additional Borrower”) and Cisco Systems Capital Corporation, a Nevada corporation (“Lender” or “Agent”).

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SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Second Amended and Restated Shareholders Agreement • May 16th, 2005 • Cbeyond Communications Inc • Delaware

THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of December 29, 2004, which amends and restates in its entirety, that certain Amended and Restated Shareholders Agreement, dated as of November 1, 2002, is entered into by and among Cbeyond Communications, Inc., a Delaware corporation (the “Company”), and the other parties hereto, including the holders of Common Stock (as defined below) set forth on Schedule A and the holders of Preferred Stock (as defined below) set forth on Schedule A (collectively, the “Shareholders” and individually a “Shareholder”). Capitalized terms used but not otherwise defined herein are defined in Section 9 hereof.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 16th, 2005 • Cbeyond Communications Inc • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 1, 2002, by and between Cbeyond Communications, Inc., a Delaware corporation (the “Company”), and Cisco Systems Capital Corporation (“Cisco”). Capitalized terms used but not otherwise defined herein have the meanings given to them in Section 5 below.

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AMENDMENT NO. 1 TO EXECUTIVE PURCHASE AGREEMENT
Executive Purchase Agreement • May 16th, 2005 • Cbeyond Communications Inc • Delaware

THIS AMENDMENT NO. 1 (this “Amendment”) to EXECUTIVE PURCHASE AGREEMENT (the “Agreement”) is made as of May 28, 2003 by and between Cbeyond Communications, Inc., a Delaware corporation (the “Company”), and Richard J. Batelaan (“Executive”). Capitalized terms used but not otherwise defined herein have the meanings given to them in the Agreement.

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