FIRST MODIFICATION TO LETTER AGREEMENTSLetter Agreements • February 19th, 2010 • Libra Alliance Corp • Blank checks • Kentucky
THIS FIRST MODIFICATION TO LETTER AGREEMENTS (this “Agreement”) is made, entered into and effective as of the 12th day of February, 2010 by and among (i) LY Holdings, LLC, a Kentucky limited liability company (“LYH”), and Lightyear Network Solutions, LLC, a Kentucky limited liability company (“LNS”); and (ii) Rigdon O. Dees, III, individually (“Dees”), Rice Realty Company, LLC, a Kentucky limited liability company (“RRC”), Ron Carmicle, individually (“Carmicle”), LANJK, LLC, a Kentucky limited liability company (“LANJK”), and CTS Equities Limited Partnership, a Nevada limited partnership (“CTS”) (collectively, the “Lenders”).
SECURITIES EXCHANGE AGREEMENT BY AND BETWEEN LIBRA ALLIANCE CORPORATION AND LY HOLDINGS, LLC DATED AS OF FEBRUARY 12, 2010Securities Exchange Agreement • February 19th, 2010 • Libra Alliance Corp • Blank checks • Nevada
This SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of February 12, 2010, by and between LIBRA ALLIANCE CORPORATION, a Nevada corporation (the “Company”), and LY HOLDINGS, LLC, a Kentucky limited liability company (“LY Holdings”).
EMPLOYMENT AGREEMENT BETWEEN LY ACQUISITION LLC AND J. SHERMAN HENDERSON, III July 30, 2003Employment Agreement • February 19th, 2010 • Libra Alliance Corp • Blank checks • Kentucky
This Employment Agreement (“Agreement”) is entered into as of July 30, 2003, by and between LY Acquisition LLC, a Kentucky limited liability company (the “Company”) and J. Sherman Henderson, III, an individual residing in Louisville, Kentucky (“Executive”).
TERM NOTELibra Alliance Corp • February 19th, 2010 • Blank checks
For Value Received, the undersigned, LY Holdings, LLC, a Kentucky limited liability company, with its main office located at 1901 Eastpoint Parkway, Louisville, Kentucky 40223 (the “Maker”), hereby promises and agrees to pay to the order of Libra Alliance Corporation (hereinafter the “Payee”), the principal sum equal to Five Million One Hundred Forty-Nine Thousand Nine Hundred Eighty Dollars ($5,149,980.00), together with all accrued interest thereon computed and payable in the manner set forth below. The unpaid principal balance of, and all accrued interest on, this Note, unless sooner paid, shall be due and payable in full on December 31, 2011 (the “Maturity Date”).
SECURITIES CONTRIBUTION AGREEMENTSecurities Contribution Agreement • February 19th, 2010 • Libra Alliance Corp • Blank checks • Nevada
This SECURITIES CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as February 12, 2010, by and among LIBRA ALLIANCE CORPORATION, a Nevada corporation (“Libra”) and , an individual (the “Holder”).
LETTER AGREEMENT Regarding Wireless Revenue Payment from LY Holdings, LLC and Lightyear Network Solutions, LLC July 1, 2008Letter Agreement • February 19th, 2010 • Libra Alliance Corp • Blank checks • Kentucky
This Letter Agreement (“Agreement”) certifies that, for good and valuable consideration received on the date hereof, (“Lender”), is entitled to receive each month from LY Holdings, LLC, a Kentucky limited liability company (“LYH”), and Lightyear Network Solutions, LLC, a Kentucky limited liability company (“LNS”); collectively with LYH, “Lightyear”), percent ( %) (the “Wireless Percentage”) of the Monthly Revenue (as defined herein) from the sales of wireless service offerings (excluding equipment and accessories, but including service activations), as determined from the wireless product codes in Lightyear’s billing system and revenue reports; all as subject to the terms and conditions set forth herein (the “Wireless Revenue Payment”). For purposes of this Agreement, “Monthly Revenue” means all revenue from the immediately preceding monthly billings excluding taxes, LNP charges, termination charges, USF charges, PICC charges, sales taxes and other similar charges. Lender understands t
LIBRA ALLIANCE CORPORATION Notes to Unaudited Pro Forma Condensed Combined Financial StatementsMerger Agreement • February 19th, 2010 • Libra Alliance Corp • Blank checks
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • February 19th, 2010 • Libra Alliance Corp • Blank checks • Kentucky
This is a Master Transaction Agreement dated as of February 12, 2010, among (i) LY Holdings, LLC (“LY Holdings”), a Kentucky limited liability company, (ii) Libra Alliance Corporation (“Libra”), a Nevada corporation, and (iii) those additional parties joining in this Agreement through a joinder provision included in the various contribution agreements referred to below.
LETTER AGREEMENT Regarding VoIP Revenue Payment from LY Holdings, LLC and Lightyear Network Solutions, LLCLetter Agreement • February 19th, 2010 • Libra Alliance Corp • Blank checks • Kentucky
This LETTER AGREEMENT (“Agreement”) certifies that, for good and valuable consideration received on the date hereof, (“Lender”), is entitled to receive each month from LY Holdings, LLC, a Kentucky limited liability company (“LYH”), and Lightyear Network Solutions, LLC, a Kentucky limited liability company (“LNS”; collectively with LYH, “Lightyear”), percent (___%) of the Monthly Revenue (as defined herein) from the sales of products and services generated from Voice over Internet Protocol (“VoIP”) technology, as determined from the VoIP product codes in Lightyear’s billing system and revenue reports; all as subject to the terms and conditions set forth herein (the “VoIP Revenue Payment”). For purposes of this Agreement, “Monthly Revenue” means all revenue from the immediately preceding monthly billings excluding taxes, loop charges, termination charges, USF charges, PICC charges, monthly recurring charges and other similar charges.
