Lightfirst Inc Sample Contracts

Lightfirst Inc – SUBSCRIPTION ESCROW AGREEMENT (August 6th, 2004)

EXHIBIT 10.7 SUBSCRIPTION ESCROW AGREEMENT Subscription Escrow Agreement (the "Escrow Agreement") dated as of the effective date (the "Effective Date") set forth on schedule 1 attached hereto ("Schedule 1") by and between the corporation identified on Schedule 1 (the "Issuer") and JPMorgan Trust Company, N.A. as escrow agent hereunder (the "Escrow Agent"). WHEREAS, the Issuer has filed a registration statement on Form S-1 under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, (the "Registration Statement"), relating to the subscription for and sale of shares of common stock ("Units"), par value $0.001 per share, in the Issuer, with a minimum aggregate investment required of 1,500,000 Units (the "Minimum Subscription Amount") and a maximum aggregate investment of 2,000,000 Units (the "Maximum Subscription Amount"), at a price of $10.00 per Unit;

Lightfirst Inc – REVOLVING LINE OF CREDIT LOAN AGREEMENT (August 6th, 2004)

EXHIBIT 10.5 REVOLVING LINE OF CREDIT LOAN AGREEMENT THIS REVOLVING LINE OF CREDIT LOAN AGREEMENT (this "Agreement") is made as of December 12, 2002 (the "Effective Date"), by and between Robert L. Gritzke ("Creditor"), whose address is 825 Center Street, Unit 501, Des Plaines, Illinois 60016, and LightFirst Inc. a Delaware corporation ("Debtor"), whose address is 25 Northwest Point Boulevard, Suite 700, Elk Grove Village, Illinois 60007. PRELIMINARY STATEMENT: Unless otherwise expressly provided herein, all defined terms used in this Agreement shall have the meanings set forth in Section 1. Creditor has agreed to provide the Loan to the Debtor, and Debtor has agreed to pledge its interest in the Collateral pursuant to the Security Agreement in order to provide security for the Loan. This Agreement sets forth the terms and conditions associated w

Lightfirst Inc – Promissory Note (August 6th, 2004)

EXHIBIT 10.3 Promissory Note Borrower: LightFirst Inc. Lender: Richard R. Gritzke Guarantors: Martin P. Gilmore and Robert L. Gritzke will be jointly and severally liable for the full amount of indebtedness. Loan Amount: $420,000 Start Date: July 15, 2002 Term: 90 Days Interest: 10% Payment: Principle and interest due in full on due date. Collateral: Properties of the guarantors (a) Martin P. Gilmore 5701 Silentbrook Lane Rolling Meadows, IL 60008 (b) Robert L. Gritzke 825 Center Ct Unit 501 Des Plaines, IL 60016 Special Conditions: 1. Martin P. Gilmore and Robert L. Gritzke warrant that the value of the collateral offered minus any loans, leans, encumbrances or i

Lightfirst Inc – Promissory Note (August 6th, 2004)

EXHIBIT 10.4 Promissory Note Borrower: LightFirst Inc. Lender: Richard R. Gritzke Guarantor: Martin P. Gilmore Loan Amount: $200,000 Start Date: November 2, 2002 Term: 90 Days Interest: 10% Payment: Principle and interest due in full on due date. Collateral: Property of the guarantor: Martin P. Gilmore 5701 Silentbrook Lane Rolling Meadows, IL 60008 Special Condition: Guarantor pledges to repay the loan in full prior to filing for bankruptcy. Signed: /s/ MARTIN P. GILMORE Date: ------------------------------ ----------- Martin P. Gilmore Notarized: _______________________________ Date: ___________ MODIFICATION AND EXTENSION AGREEMENT

Lightfirst Inc – MODIFICATION AND EXTENSION AGREEMENT (April 14th, 2004)

EXHIBIT 10.7 MODIFICATION AND EXTENSION AGREEMENT THIS MODIFICATION AND EXTENSION AGREEMENT ("Agreement") is made as of the 1st day of March, 2004 by and between LightFirst Inc. ("Debtor") and Robert L. Gritzke ("Creditor"). RECITALS A. The Creditor has made a revolving line of credit in the maximum amount of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS available to the Debtor pursuant to that certain Revolving Line of Credit Loan Agreement ("Loan Agreement") dated December 12, 2002 and the Modification and Extension agreement dated May 15, 2003, and Debtor has promised to pay the outstanding balance thereon pursuant to that certain Secured Promissory Note (the "Note") of even date therewith, and has granted the Creditor a security interest in assets of the Debtor pursuant to that certain Security Agreement of even date therewith (her

Lightfirst Inc – MODIFICATION AND EXTENSION AGREEMENT (April 14th, 2004)

EXHIBIT 10.6 MODIFICATION AND EXTENSION AGREEMENT THIS MODIFICATION AND EXTENSION AGREEMENT ("Agreement") is made as of the 2nd day of January, 2004 by and among LightFirst Inc. ("Borrower"), Martin P. Gilmore ("Guarantor"), and Richard R. Gritzke ("Lender"). RECITALS A. Borrower owes the sum of SIX HUNDRED TWENTY THOUSAND DOLLARS pursuant to two promissory notes: the Promissory Note (the "First Note") dated July 15, 2002 in the amount of Four Hundred Twenty Thousand Dollars, and the Promissory Note (the "Second Note") dated November 2, 2002, in the amount of Two Hundred Thousand Dollars. The First Note and the Second Note are hereinafter referred to collectively as the "Notes". B. The maturity date of the First Note was extended and modified from the 90th day after July 15, 2002 to January 2, 2004 in accordance with t

Lightfirst Inc – REVOLVING LINE OF CREDIT LOAN AGREEMENT (November 17th, 2003)

EXHIBIT 10.5 REVOLVING LINE OF CREDIT LOAN AGREEMENT THIS REVOLVING LINE OF CREDIT LOAN AGREEMENT (this "Agreement") is made as of December 12, 2002 (the "Effective Date"), by and between Robert L. Gritzke ("Creditor"), whose address is 825 Center Street, Unit 501, Des Plaines, Illinois 60016, and LightFirst Inc. a Delaware corporation ("Debtor"), whose address is 25 Northwest Point Boulevard, Suite 700, Elk Grove Village, Illinois 60007. PRELIMINARY STATEMENT: Unless otherwise expressly provided herein, all defined terms used in this Agreement shall have the meanings set forth in Section 1. Creditor has agreed to provide the Loan to the Debtor, and Debtor has agreed to pledge its interest in the Collateral pursuant to the Security Agreement in order to provide security for the Loan. This Agreement sets forth the terms and conditions associated w

Lightfirst Inc – REGISTRATION AGREEMENT (November 17th, 2003)

EXHIBIT 10.14 LIGHTFIRST INC. REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "Agreement") is made and entered into as of the first day of May, 2001, by and between LightFirst Inc., a Delaware corporation (the "Corporation"), and Richard Gritzke (the "Stockholder"). RECITALS A. The Stockholder has agreed to purchase 600,000 shares (the "Shares") of the Corporation's Common Stock with the understanding that he will receive securities registration rights with respect to the Shares. B. The Corporation deems it desirable for the Corporation to grant certain securities registration rights to the Stockholder in order to induce the Stockholder to purchase the Shares. NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants hereinafter contained, and of o

Lightfirst Inc – OR QWEST TOTAL ADVANTAGE AGREEMENT (November 17th, 2003)

EXHIBIT 10.11 QWEST DEDICATED HOSTING SERVICES, INTERNET MASTER SERVICE OR QWEST TOTAL ADVANTAGE AGREEMENT HOSTING SERVICES-DEDICATED HOSTING, MANAGED TAPE [QWEST LOGO] BACKUP AND INTERNET ACCESS ORDER FORM -------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------ COLOCATION SERVICES ==================================================================================================================================== RACK SPACE | Action | Qty | Unit NRC |Unit MRC/Rack | Total NRC | Total MRC ---------------------------------------------------------------|---------|----

Lightfirst Inc – PAGE ARTICLE - BASIC LEASE PROVISIONS .......................................... 1 1.01 BASIC LEASE PROVISIONS ............................................ 1 1.02 ENUMERATION OF EXHIBITS ........................................... 2 1.03 DEFINITIONS ....................................................... 2 ARTICLE TWO - PREMISES, TERM AND FAILURE TO GIVE POSSESSION ................ 6 2.01 LEASE OF PREMISES ................................................. 6 2.02 TERM .............................................................. 6 2.03 RENEWAL OPTION ........................................... (November 17th, 2003)

EXHIBIT 10.8 FIRST AMENDMENT TO LEASE LIGHTFIRST, INC. Suite 700, The Park at Northwest Point Elk Grove Village, Illinois THIS FIRST AMENDMENT TO LEASE (the "FIRST AMENDMENT") is made as of this 19th day of May 2003, by and between BB&K/NORTHWEST POINT, LLC a Delaware limited liability company ("LANDLORD") and LIGHTFIRST, INC. a Delaware corporation, ("TENANT"). RECITALS A. Landlord and Concert USA, a Delaware general partnership ("CONCERT") entered into an Office Lease dated as of August 1, 2000 (the "LEASE") for certain premises containing 8,947 rentable square feet known as Suite 700 (the "PREMISES") located in the building commonly known as The Park at Northwest Point, 25 Northwest Point, Elk Grove, Illinois 60007 (the "BUILDING"); B. AT&T, Corp., a Delaware corporation ("AT&T") succeeded to Concert's interest as the tenant under the Lease; C. AT&T assigned its interest as the tenant under the Lease to Lightfirst, Inc. pursuant to a General Release and Novation Agreement dated as o

Lightfirst Inc – Monthly Non- Net NRC Net NRC Recurring Recurring (NRC with (NRC with Charge Charge Promo &/or Promo &/or SERVICE (NRC) (NRC) Discounts Discounts SERVICE ADDRESS DESCRIPTION (standard) (standard) Promotion(s) Term Volume Plan applied) applied) --------------- ----------- ---------- ---------- ------------ ---------------- ----------- ----------- Chicago, IL ASI-ATM IntraLATA $ 3,975.00 $ 0.00 None none $ 3,975.00 $ 0.00 ---------- ----------- TOTALS: $ 3,975.00 $ 0.00 The following one-time, nonrecurring charges may apply: Service Order Charges, Service Order Change Charges, Expedite Order Char (November 17th, 2003)

EXHIBIT 10.9 ------------------------------------------------------------------------------- RETENTION PERIOD: ACTIVE SBC-ASI INTERSTATE/INTRASTATE SERVICE REQUEST CONFIRMATION OF SERVICE ORDER (CSO) ATM [ ] FRAME RELAY [ ] NAP [ ] VINTAGE [ ] (Check all that apply, Vintage should be checked only for moves and upgrades of Service previously purchase from FCC No 1) CUSTOMER BILLING NAME: Lightfirst --------------------------------------------------------- CUSTOMER BILLING ADDRESS: ------------------------------------------------------ CUSTOMER TELEPHONE NUMBER: ----------------------------------------------------- MASTER BTN (ZBTN or California 065): ------------------------------------------- CHOOSE ONE: NEW SERVICE: X RENEWAL OF SERVICE: --------- ------------------- DESIRED DUE DATE: -------------------------------------------------------------- TERM: 36 months PROMOTION CODE (if applicable): -------------- ---------------------------- TPP-VOLUME DISCOUNT PLAN (TVP) [ ] See Attachmen

Lightfirst Inc – REGISTRATION AGREEMENT (November 17th, 2003)

EXHIBIT 10.13 LIGHTFIRST INC. REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "Agreement") is made and entered into as of the first day of May, 2001, by and between LightFirst Inc., a Delaware corporation (the "Corporation"), and Robert L. Gritzke (the "Stockholder"). RECITALS A. The Stockholder has agreed to purchase 600,000 shares (the "Shares") of the Corporation's Common Stock with the understanding that he will receive securities registration rights with respect to the Shares. B. The Corporation deems it desirable for the Corporation to grant certain securities registration rights to the Stockholder in order to induce the Stockholder to purchase the Shares. NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants hereinafter contained, and of o

Lightfirst Inc – Promissory Note (August 8th, 2003)

EXHIBIT 10.4 Promissory Note Borrower: LightFirst Inc. Lender: Richard R. Gritzke Guarantor: Martin P. Gilmore Loan Amount: $200,000 Start Date: November 2, 2002 Term: 90 Days Interest: 10% Payment: Principle and interest due in full on due date. Collateral: Property of the guarantor: Martin P. Gilmore 5701 Silentbrook Lane Rolling Meadows, IL 60008 Special Condition: Guarantor pledges to repay the loan in full prior to filing for bankruptcy. Signed: __________________________________ Date: ___________ Martin P. Gilmore Notarized: _______________________________ Date: ___________ MODIFICATION AND EXTENSION AGREEMENT THIS MODIFICATION AND EXTENSION AGREEMENT ("Agreement

Lightfirst Inc – Promissory Note (August 8th, 2003)

EXHIBIT 10.3 Promissory Note Borrower: LightFirst Inc. Lender: Richard R. Gritzke Guarantors: Martin P. Gilmore and Robert L. Gritzke will be jointly and severally liable for the full amount of indebtedness. Loan Amount: $420,000 Start Date: July 15, 2002 Term: 90 Days Interest: 10% Payment: Principle and interest due in full on due date. Collateral: Properties of the guarantors (a) Martin P. Gilmore 5701 Silentbrook Lane Rolling Meadows, IL 60008 (b) Robert L. Gritzke 825 Center Ct Unit 501 Des Plaines, IL 60016 Special Conditions: 1. Martin P. Gilmore and Robert L. Gritzke warrant that the value of the collateral offered minus any loans, leans, encumbrances or i

Lightfirst Inc – REVOLVING LINE OF CREDIT LOAN AGREEMENT (August 8th, 2003)

EXHIBIT 10.5 REVOLVING LINE OF CREDIT LOAN AGREEMENT THIS REVOLVING LINE OF CREDIT LOAN AGREEMENT (this "Agreement") is made as of December 12, 2002 (the "Effective Date"), by and between Robert L. Gritzke ("Creditor"), whose address is 825 Center Street, Unit 501, Des Plaines, Illinois 60016, and LightFirst Inc. a Delaware corporation ("Debtor"), whose address is 25 Northwest Point Boulevard, Suite 700, Elk Grove Village, Illinois 60007. PRELIMINARY STATEMENT: Unless otherwise expressly provided herein, all defined terms used in this Agreement shall have the meanings set forth in Section 1. Creditor has agreed to provide the Loan to the Debtor, and Debtor has agreed to pledge its interest in the Collateral pursuant to the Security Agreement in order to provide security for the Loan. This Agreement sets forth the terms and conditions associated w

Lightfirst Inc – ASSET PURCHASE AGREEMENT (August 8th, 2003)

EXHIBIT 10.6 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the "Agreement") dated April 9, 2001, by and between LightFirst, Inc., a Delaware corporation (the "Buyer"), and Avenew.com Inc., a Delaware corporation (the "Seller"). 1. DEFINITIONS. The following capitalized terms as used in this Agreement shall have the following meanings: 1.1 "Subscriber" (collectively "Subscribers") shall mean an individual or entity to whom the Seller provides Internet access services pursuant to an electronic User Agreement. 1.2 "Prepaid Subscriber" (collectively "Prepaid Subscribers") shall mean a Subscriber or Transferred Subscriber who has paid in advance for a year's Internet access service prior to the Closing Date as defined herein. 1.3 "Transferred Subscriber" (collectively "Transferred Subscribers") shall mean an individual or entit

Lightfirst Inc – CERTIFICATE OF INCORPORATION (August 8th, 2003)

EXHIBIT 3.1 CERTIFICATE OF INCORPORATION FIRST: The name of this corporation shall be: LightFirst Inc. ---------------- SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY. THIRD: The purpose of the corporation shall be: To engage in any lawful act or activity for which corporation may be organized under General Corporation Law of Delaware. FOURTH: The total number of shares of stock which this corporation is authorized to issue is: 10,000,000 common shares par value $0.001.

Lightfirst Inc – EXECUTIVE EMPLOYMENT AGREEMENT (August 8th, 2003)

EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made as of November 1, 2002, between LightFirst Inc., a Delaware corporation (the "Company"), and Martin P. Gilmore ("Executive"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows: 1. EMPLOYMENT. The Company will employ Executive, and Executive hereby accepts employment with the Company, on the terms and subject to the conditions set forth in this Agreement, for the period beginning on January 1, 2003 (the "START DATE") and ending as provided in Section 5 hereof (the "EMPLOYMENT PERIOD"). 2. POSITION AND DUTIES. (a) During the Term, Executive will serve as the President and Chief Executive Offi

Lightfirst Inc – 2002 STOCK OPTION PLAN (August 8th, 2003)

EXHIBIT 10.2 LIGHTFIRST, INC. 2002 STOCK OPTION PLAN SECTION 1: PURPOSE The purpose of the LightFirst, Inc. 2002 Stock Option Plan, as amended and restated (the "Plan"), is to further the growth and development of LightFirst, Inc. (the "Company") by affording an opportunity for stock ownership to selected employees, directors and consultants of the Company and its Subsidiaries (as defined in Section 2(o) below). SECTION 2: DEFINITIONS Unless otherwise indicated, the following terms when used herein shall have the following meanings: (a) "Affiliate" shall mean, with respect to any person or entity, a person or entity that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is