INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • November 19th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
THIS INDEMNITY ESCROW AGREEMENT, dated as of May 31, 2007 (the “Agreement”), is made by and among by and among Broadview Networks Holdings, Inc., a Delaware corporation (“Parent”), Jeffrey Ginsberg, as agent for the former Stockholders of the Company (the “Stockholders’ Agent”), and JPMorgan Chase Bank N.A., a national banking association, as escrow agent (the “Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT By and Among BROADVIEW NETWORKS HOLDINGS, INC. And THE STOCKHOLDERS NAMED HEREIN Dated as of May 31, 2007Shareholders Agreement • November 19th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
THIS THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of May 31, 2007 (this “Agreement”), by and among Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), MCG Capital Corporation, a Delaware corporation (collectively with any Affiliates to which it transfers Securities, “MCG”), each of the Banks listed under the heading “THE BANKS” on the signature page of this Agreement, (collectively with any Affiliates to which they transfer Securities, the “Banks”), each of the persons listed under the heading “INITIAL BROADVIEW PARTIES” and “BROADVIEW ADDITIONAL PARTIES” on the signature page of this Agreement (collectively with any Affiliates to which they transfer Securities the “Existing Broadview Stockholders”), each of the parties listed under the heading “BRIDGECOM MANAGEMENT” on the signature page of this Agreement, (collectively with any Affiliates to which they transfer Securities, the “BridgeCom Management Stockholders”), each of the parties who receives
