0000950134-07-022169 Sample Contracts

AGREEMENT AND PLAN OF MERGER among BLACKBERRY HOLDING CORPORATION (“Parent”) BLACKBERRY MERGER CORPORATION (“Purchaser”) and COVAD COMMUNICATIONS GROUP, INC. (the “Company”) Dated as of October 28, 2007

Agreement and Plan of Merger • October 29th, 2007 • Covad Communications Group Inc • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  October 29th, 2007
• Company
  Covad Communications Group Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated October 28, 2007 (the “Agreement Date”), is hereby entered into among Blackberry Holding Corporation, a Delaware corporation (“Parent”), Blackberry Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Covad Communications Group, Inc., a Delaware corporation (the “Company”).

SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDER PROTECTION RIGHTS AGREEMENT

Stockholder Protection Rights Agreement • October 29th, 2007 • Covad Communications Group Inc • Telephone communications (no radiotelephone) • New York

• Contract Type
  Stockholder Protection Rights Agreement
• Filed
  October 29th, 2007
• Company
  Covad Communications Group Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

This SECOND AMENDMENT to the AMENDED AND RESTATED STOCKHOLDER PROTECTION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of October 28, 2007, by and between Covad Communications Group, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (“Agent”).