EXHIBIT 2.1Asset Purchase Agreement • September 11th, 2003 • Nucentrix Broadband Networks Inc • Radiotelephone communications • New York
1 EXHIBIT 10.3 FIRST AMENDMENT TO LEASE AGREEMENT This FIRST AMENDMENT TO LEASE AGREEMENT is executed effective as of March 4, 2001 and shall supplement and form a part of that certain Lease Agreement ("LEASE") dated January 18, 2001, by and between...Lease Agreement • May 15th, 2001 • Nucentrix Broadband Networks Inc • Cable & other pay television services
1 EXHIBIT 99.5 BANKERS TRUST COMPANY EXCHANGE AGENT AGREEMENT February __, 1997 Bankers Trust Company Corporate Trust and Agency Group Four Albany Street, 4th Floor New York, New York 10006 Attention: Corporate Market Services Ladies and Gentlemen:...Heartland Wireless Communications Inc • February 10th, 1997 • Cable & other pay television services • New York
REVISED FORM FOR NSO UNDER 1994 EMPLOYEE STOCK OPTION PLAN -------------------------------------------Non-Qualified Stock Option Agreement • February 7th, 1996 • Heartland Wireless Communications Inc • Cable & other pay television services • Delaware
EXECUTION VERSION ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 13th, 2003 • Nucentrix Broadband Networks Inc • Radiotelephone communications • New York
EXHIBIT 4.11 SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 7th, 1996 • Heartland Wireless Communications Inc • Cable & other pay television services
AMONGMaster Agreement • August 4th, 1999 • Nucentrix Broadband Networks Inc • Cable & other pay television services • Delaware
WITNESSETH:Registration Rights Agreement • November 6th, 2001 • Nucentrix Broadband Networks Inc • Cable & other pay television services • Texas
GRANTED PURSUANT TO: Nucentrix Broadband Networks, Inc. First Amended and Restated 1999 Share Incentive Plan, as amendedNonqualified Stock Option Agreement • August 14th, 2001 • Nucentrix Broadband Networks Inc • Cable & other pay television services
EXHIBIT 99(c) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D with regard to the...Joint Filing Agreement • March 8th, 1999 • Heartland Wireless Communications Inc • Cable & other pay television services
1 EXHIBIT 99.4 ---------------------------------------------------------------- ---------------- WIRELESS CABLE TELEVISION ASSOCIATES #38 C/O MANSFIELD & TANICK, P.A. 900 SECOND AVENUE SOUTH SUITE 1560 MINNEAPOLIS, MINNESOTA 55402 CONSENT AND VOTE FOR...Heartland Wireless Communications Inc • January 25th, 1996 • Cable & other pay television services
BETWEENLease Agreement • May 15th, 2001 • Nucentrix Broadband Networks Inc • Cable & other pay television services
1 EXHIBIT 10.1 WARRANT AGREEMENT WARRANT AGREEMENT dated April 1, 1999 between NUCENTRIX BROADBAND NETWORKS, INC. (f/k/a Heartland Wireless Communications, Inc.) (the "Company"), and Harris Trust and Savings Bank, as Warrant Agent (the "Warrant...Warrant Agreement • May 17th, 1999 • Nucentrix Broadband Networks Inc • Cable & other pay television services • Delaware
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of April 1, 1999, by Nucentrix Broadband Networks, Inc., a Delaware corporation (the "Company"), for the benefit of the persons listed on Annex A hereto (the "Initial...Registration Rights Agreement • December 16th, 1999 • Nucentrix Broadband Networks Inc • Cable & other pay television services • Delaware
REVISED FORM FOR NSO UNDER 1994 EMPLOYEE STOCK OPTION PLAN NONTRANSFERABLE NON- QUALIFIED STOCK OPTION AGREEMENT dated as of January 20, 1998, between HEARTLAND WIRELESS COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and CARROLL D....Qualified Stock Option Agreement • May 13th, 1998 • Heartland Wireless Communications Inc • Cable & other pay television services • Delaware
R E C I T A L S:Stock Purchase Agreement • December 22nd, 1995 • Heartland Wireless Communications Inc • Cable & other pay television services • Texas
1 EXHIBIT 10.18 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into as of the 3rd day of November, 1998, between Heartland Wireless Communications, Inc., a Delaware corporation ("Heartland"), and Frank Hosea...Employment Agreement • March 31st, 1999 • Heartland Wireless Communications Inc • Cable & other pay television services • Texas
AGREEMENTHeartland Wireless Communications Inc • August 14th, 1998 • Cable & other pay television services • California
EXHIBIT 10.1 "***" - Confidential portions of this Agreement have been omitted and filed separately with the Securities and Exchange Commission under a Confidential Treatment Request, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as...Sales Agency Agreement • May 20th, 2002 • Nucentrix Broadband Networks Inc • Cable & other pay television services • California
ARTICLE 1 AMENDMENTS TO THE INDENTURESupplemental Indenture • February 7th, 1996 • Heartland Wireless Communications Inc • Cable & other pay television services • New York
Exhibit 2.7 AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT This Amendment No. 1 (this "Amendment"), dated as of February 22, 1996, is among CAI Wireless Systems, Inc., a Connecticut corporation ("CAI"), Heartland Wireless Systems, Inc., a Delaware...Participation Agreement • March 11th, 1996 • Heartland Wireless Communications Inc • Cable & other pay television services • Delaware
EXHIBIT 10.3 "***" - Confidential portions of this Agreement have been omitted and filed separately with the Securities and Exchange Commission under a Confidential Treatment Request, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as...Asset Purchase Agreement • May 20th, 2002 • Nucentrix Broadband Networks Inc • Cable & other pay television services • New York
GRANTED PURSUANT TO: Nucentrix Broadband Networks, Inc. First Amended and Restated 1999 Share Incentive Plan, as amendedNonqualified Stock Option Agreement • August 14th, 2001 • Nucentrix Broadband Networks Inc • Cable & other pay television services
FIRST AMENDMENT TO PLAN SUPPORT AGREEMENT FIRST AMENDMENT TO AGREEMENT (the "First Amendment"), dated as of November 13, 1998, between Heartland Wireless Communications, Inc., a Delaware corporation (the "Company"), and each other signatory party...Plan Support Agreement • December 11th, 1998 • Heartland Wireless Communications Inc • Cable & other pay television services
1 EXHIBIT 10.1 NONQUALIFIED STOCK OPTION AGREEMENT GRANTED TO: Russell A. Wiseman DATE OF GRANT: April 3, 2000 GRANTED PURSUANT TO: Nucentrix Broadband Networks, Inc. First Amended and Restated 1999 Share Incentive Plan NUMBER OF UNDERLYING 20,000...Nonqualified Stock Option Agreement • August 11th, 2000 • Nucentrix Broadband Networks Inc • Cable & other pay television services
GRANTED PURSUANT TO: Nucentrix Broadband Networks, Inc. First Amended and Restated 1999 Share Incentive Plan, as amendedNonqualified Stock Option Agreement • August 14th, 2001 • Nucentrix Broadband Networks Inc • Cable & other pay television services
i- 3 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 1997 • Heartland Wireless Communications Inc • Cable & other pay television services • New York
REVISED FORM FOR ISO UNDER 1994 EMPLOYEE STOCK OPTION PLAN -------------------------------Nontransferable Incentive Stock Option Agreement • February 7th, 1996 • Heartland Wireless Communications Inc • Cable & other pay television services • Delaware
AMENDMENT TOSales Agency Agreement • August 9th, 2002 • Nucentrix Broadband Networks Inc • Cable & other pay television services
RECITALSEscrow and Disbursement Agreement • February 10th, 1997 • Heartland Wireless Communications Inc • Cable & other pay television services • New York
1 EXHIBIT 2.21 ASSET PURCHASE AGREEMENT DATED AS OF MAY 3, 1995Asset Purchase Agreement • December 22nd, 1995 • Heartland Wireless Communications Inc • Cable & other pay television services • Texas
1 EXHIBIT 10.16 BUILDING LEASE AGREEMENT STATE OF OKLAHOMA ) ) ss. HEARTLAND WIRELESS COMMUNICATIONS, INC. COUNTY OF BRYAN ) This indenture of lease, made this 1st day of February, 1996, by and between HEARTLAND WIRELESS COMMUNICATIONS, INC., party of...Building Lease Agreement • March 31st, 1997 • Heartland Wireless Communications Inc • Cable & other pay television services
RECITALSCooperative Marketing Agreement • March 30th, 1998 • Heartland Wireless Communications Inc • Cable & other pay television services • California
GRANTED PURSUANT TO: Nucentrix Broadband Networks, Inc. First Amended and Restated 1999 Share Incentive PlanNonqualified Stock Option Agreement • May 9th, 2000 • Nucentrix Broadband Networks Inc • Cable & other pay television services
ARTICLE 1 AMENDMENTS TO THE INDENTURE SECTION 1.1. AMENDMENTS TO SECTION 1.01. (a) Section 1.01 of the Indenture is hereby amended by adding thereto the following definitions, to be inserted therein in alphabetical order:Supplemental Indenture • December 20th, 1996 • Heartland Wireless Communications Inc • Cable & other pay television services • New York
