CREDIT AGREEMENT Dated as of August 1, 2023 among BANDWIDTH INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer,Credit Agreement • August 3rd, 2023 • Bandwidth Inc. • Services-prepackaged software • New York
This CREDIT AGREEMENT is entered into as of August 1, 2023, among BANDWIDTH INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
2,500,000 Shares BANDWIDTH INC. CLASS A COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2019 • Bandwidth Inc. • Services-prepackaged software • New York
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • October 30th, 2017 • Bandwidth Inc. • Services-prepackaged software • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between Bandwidth Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
●] Shares BANDWIDTH INC. CLASS A COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTBandwidth Inc. • October 23rd, 2017 • Services-prepackaged software • New York
0.50% Convertible Senior Notes due 2028Indenture • March 16th, 2021 • Bandwidth Inc. • Services-prepackaged software • New York
INDENTURE, dated as of March 16, 2021, between Bandwidth Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 15th, 2021 • Bandwidth Inc. • Services-prepackaged software • North Carolina
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of January 13, 2021 (the "Effective Date"), by and between Bandwidth Inc. ("Bandwidth"), a Delaware corporation with its principal place of business at 900 Main Campus Drive, Suite 100, Raleigh, North Carolina 27606, and Marina C. Carreker ("Executive").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • North Carolina
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November 30, 2016, by and between Bandwidth.com, Inc., a Delaware corporation (the “Bandwidth”), and Republic Wireless, Inc., a Delaware corporation (“Republic Wireless”).
BANDWIDTH.COM, INC.Bandwidth Inc. • October 13th, 2017 • Services-prepackaged software • North Carolina
Bandwidth.com, Inc., a Delaware corporation (“Bandwidth or “Provider”), has, or will shortly, effect the spin-off (the “Spin-off”) of Republic Wireless, Inc., a Delaware corporation (“Republic Wireless”), by means of a stock dividend to the holders of Bandwidth’s Class A Voting Common Stock, Class B Non-Voting Common Stock and Series A Convertible Preferred Stock. To that end, Bandwidth and Republic Wireless have entered into a Reorganization Agreement, dated as of November 30, 2016 (the “Reorganization Agreement”), pursuant to which various assets and businesses of Bandwidth have been, or will be, transferred to Republic Wireless.
General Counsel Employment AgreementGeneral Counsel Employment Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • North Carolina
This General Counsel Employment Agreement (“Agreement”) is made effective as of May 3, 2010 by and between Bandwidth.com, Inc. (“Company”) and W. Christopher Matton (“General Counsel”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2021 • Bandwidth Inc. • Services-prepackaged software • North Carolina
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 6, 2021, by and between Bandwidth Inc. (“Bandwidth”), a Delaware corporation with its principal place of business at 900 Main Campus Drive, Suite 100, Raleigh, North Carolina 27606, and Daryl E. Raiford (“Executive”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSEDBandwidth Inc. • October 13th, 2020 • Services-prepackaged software
Voicebox S.à r.lMr Itay RosenfeldMr Stefaan KoningsMr Dirk HermansMr Gaetan BrichetStichting Administratiekantoor Voice(as Sellers)Bandwidth Inc.(as Purchaser) Share purchase agreement for the sale of ordinary shares in Voice Topco Limited and preference shares in Voice Finco Limited 12 October 2020
ESCROW AGREEMENTEscrow Agreement • May 28th, 2021 • Bandwidth Inc. • Services-prepackaged software • North Carolina
This Escrow Agreement (this “Agreement”) is made and entered into as of this 27th day of May, 2021 (the “Effective Date”), by and among BANDWIDTH INC., a Delaware corporation (“Tenant”), USEF EDWARDS MILL OWNER, LLC, a Delaware limited liability company(“Landlord”), and CHICAGO TITLE INSURANCE COMPANY (“Escrow Agent”) with an address of 200 S. Tryon Street, Charlotte, NC 28202. All capitalized terms contained herein and not otherwise defined shall have the meaning set forth in the Lease (hereinafter defined).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • Delaware
THIS EMPLOYEE MATTERS AGREEMENT, dated as of November 30, 2016, is entered into by and between Bandwidth.com, Inc. (“Bandwidth”), and Republic Wireless, Inc. (“Republic Wireless”). Bandwidth and Republic Wireless are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
ASSIGNMENT AND ACCEPTANCE AGREEMENT This Assignment and Acceptance Agreement (this “Assignment Agreement”) between KEYBANK NATIONAL ASSOCIATION (the “Assignor”) and PACIFIC WESTERN BANK (as the successor to Square 1 Bank) (the “Assignee”) is dated as...Assignment and Acceptance Agreement • August 2nd, 2019 • Bandwidth Inc. • Services-prepackaged software
663,394 Shares BANDWIDTH INC. CLASS A COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTBandwidth Inc. • November 5th, 2020 • Services-prepackaged software • New York
REORGANIZATION AGREEMENTReorganization Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • Delaware
This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of November 30, 2016 is entered into by and between BANDWIDTH.COM, INC., a Delaware corporation (“BW”), and REPUBLIC WIRELESS, INC., a Delaware corporation (“Republic Wireless”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2020 • Bandwidth Inc. • Services-prepackaged software • Delaware
This Registration Rights Agreement (this “Agreement”) dated as of [●], 2020 is between Bandwidth Inc., a Delaware corporation (the “Company”), and [Voicebox S.á r.l] 1, a private limited liability company incorporated under the laws of Luxembourg (RCS number B198.967) (the “Holder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Share Purchase Agreement dated as of October [●], 2020 (the “SPA”), among the Company, the Holder and the other sellers named therein.
CONSULTING AGREEMENTConsulting Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • North Carolina
THIS CONSULTING AGREEMENT (this “Agreement”), made effective as of February 22, 2010 by and between Bandwidth.com, Inc., a Delaware corporation (the “Company”) and Carmichael Investment Partners, LLC, a Delaware limited liability company (the “Consultant”).
PURCHASE AND SALE AGREEMENTEscrow Agreement • May 28th, 2021 • Bandwidth Inc. • Services-prepackaged software • North Carolina
This Purchase and Sale Agreement (this “Agreement”) is made as of the last date set forth in the signature blocks below by and between BANDWIDTH INC., a Delaware corporation (hereinafter referred to as “Seller”), and USEF EDWARDS MILL OWNER, LLC, a Delaware limited liability company (hereinafter referred to as “Purchaser”). Seller and Purchaser are at times collectively referred to hereinafter as the “Parties” or individually as the “Party.”
TAX SHARING AGREEMENTTax Sharing Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • Delaware
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of November 30, 2016 between Bandwidth.com, Inc., a Delaware corporation (“Bandwidth”), and Republic Wireless, Inc., a Delaware corporation (“Republic Wireless”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
BANDWIDTH.COM, INC. BUY-SELL AGREEMENTBuy-Sell Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • Delaware
THIS BUY-SELL AGREEMENT (the “Agreement”) is made, entered into and effective as of the day of , 2015, by and between Bandwidth.com, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”), and the Stockholder’s spouse.
ContractEmployment Agreement • February 21st, 2020 • Bandwidth Inc. • Services-prepackaged software
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • May 3rd, 2023 • Bandwidth Inc. • Services-prepackaged software
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of this 31st day of March, 2023 (the “Effective Date”) by and between USEF EDWARDS MILL OWNER, LLC, a Delaware limited liability company (“Landlord”) and BANDWIDTH INC., a Delaware corporation (“Tenant”).
Executive Employment AgreementExecutive Employment Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • North Carolina
This Executive Employment Agreement (“Agreement”) is made effective as of 10/1/2008 by and between Bandwidth.com, Inc. (“Company”) and John Murdock (“Executive”).
Basic Sublease InformationBasic Sublease Information • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software
This Sublease Agreement is entered into as of December 1, 2015 (the “Effective Date”), by and between Allied Telesis Capital Corporation (“Sublandlord”), a Washington corporation, and Bandwidth.com, Inc. (“Subtenant”), a Delaware corporation.
MASTER SERVICE AGREEMENTMaster Service Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • North Carolina
This Master Services Agreement is made effective as of November 30, 2016 (the “Effective Date”), by and between Bandwidth.com, Inc., a Delaware corporation with its principal office located at 900 Main Campus Drive, Suite 500, Raleigh, NC 27606 (“Provider”), and Republic Wireless, Inc., a Delaware corporation with its principal office located at 900 Main Campus Drive, Suite 500, Raleigh, NC 27606 (on behalf of itself and its affiliates, “Customer”). Both Provider and Customer may also be referred to as “party” or “Party”, or when referred to collectively or together, may also be referred to as either the “parties” or “Parties”. Capitalized terms not otherwise defined in this Agreement (as defined below) will be as defined in Exhibit A attached to this Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2023 • Bandwidth Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of March 25, 2022 by and between Bandwidth Inc., a Delaware corporation, having offices at 900 Main Campus Drive, Suite 500, Raleigh, North Carolina 27606 USA (“Bandwidth”), and Daryl E. Raiford (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • North Carolina
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2015 (the “Effective Date”), by and between Bandwidth.com, Inc. (“Bandwidth”), a Delaware corporation with its principal place of business at 900 Main Campus Drive, Suite 500, Raleigh, North Carolina 27606, and David Morken (“Morken”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2023 • Bandwidth Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of March 24, 2022 by and between Bandwidth Inc., a Delaware corporation, having offices at 900 Main Campus Drive, Suite 500, Raleigh, North Carolina 27606 USA (“Bandwidth”), and Anthony Bartolo (“Executive”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2024 • Bandwidth Inc. • Services-prepackaged software
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of February 26, 2024, is entered into by and between Bandwidth Inc. (the “Company”) and David Morken (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Employment Agreement (as defined below).
ContractEmployment Agreement • April 12th, 2019 • Bandwidth Inc. • Services-prepackaged software
SERVICES AGREEMENT SERVICES AGREEMENT (this “Agreement”), dated as of September 30, 2019, by and between Bandwidth Inc., a Delaware corporation ( “Bandwidth”), and Republic Wireless, Inc., a Delaware corporation (“Republic Wireless”). NOW THEREFORE,...Services Agreement Services Agreement • November 7th, 2019 • Bandwidth Inc. • Services-prepackaged software • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2022 • Bandwidth Inc. • Services-prepackaged software • North Carolina
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of February 22, 2022, by and between Bandwidth Inc. ("Bandwidth"), a Delaware corporation with its principal place of business at 900 Main Campus Drive, Suite 100, Raleigh, North Carolina 27606, and Anthony Bartolo ("Executive").
LEASE AGREEMENT by and between USEF EDWARDS MILL OWNER, LLC as Landlord and BANDWIDTH INC. as Tenant dated May 27, 2021Lease Agreement • May 28th, 2021 • Bandwidth Inc. • Services-prepackaged software • North Carolina
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of the 27th day of May, 2021 (the “Effective Date”), by and between USEF EDWARDS MILL OWNER, LLC, a Delaware limited liability company (“Landlord”), and BANDWIDTH INC., a Delaware corporation (“Tenant”).
BANDWIDTH.COM, INC. INVESTORS’ RIGHTS AGREEMENT FEBRUARY 22, 2011’ Rights Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of February 22, 2011, by and among Bandwidth.com, Inc., a Delaware corporation (the “Company”), Carmichael Investment Partners, LLC, a Delaware limited liability company, (individually “Carmichael” or the “Investor” or, together with any subsequent successors or transferees, who become parties hereto pursuant to Section 6.1 below, the “Investors”) and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder.”
