EXECUTIVE PURCHASE AGREEMENTExecutive 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.
STOCK SUBSCRIPTION WARRANT To Purchase Common Stock of Cbeyond Communications, Inc.Cbeyond Communications Inc • May 16th, 2005 • 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-IPO 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 a Qualified IPO, this Warrant may be exercised in whole or in part during the Post-IPO Term.
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration 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.
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit 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”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 1, 2002Credit 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”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit 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”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit 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”).
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENTSecond 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.
STOCK PURCHASE AGREEMENTStock 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.
AMENDMENT NO. 1 TO EXECUTIVE PURCHASE AGREEMENTExecutive 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.
STOCK SUBSCRIPTION WARRANT To Purchase Common Stock of Cbeyond Communications, Inc.Cbeyond Communications Inc • May 16th, 2005 • Delaware
THIS CERTIFIES THAT for value received, CISCO SYSTEMS CAPITAL CORPORATION, a Nevada corporation, or its registered assigns (hereinafter called “Holder”) is entitled to purchase from CBEYOND COMMUNICATIONS, INC., a Delaware corporation (“Company”), at any time during the Term of this Warrant, Twenty Four Thousand Nine Hundred and Sixty Nine (24,969) shares of common stock, $0.01 par value, of Company (the “Common Stock”), at the Warrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained. This Warrant may be exercised in whole or in part.
