1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 4th day of December, 2000, by and between o2wireless Solutions, Inc., a Georgia corporation (the "Company"), and William J. Loughman ("Employee")....Employment Agreement • May 14th, 2001 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
1 EXHIBIT 2.2 STOCK PURCHASE AGREEMENT FOR THE PURCHASE AND SALEStock Purchase Agreement • May 10th, 2000 • O2wireless Solutions Inc • Georgia
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 27th day of June, 2001, by and between o2wireless Solutions, Inc., a Georgia corporation (the "Company"), and Murray L. Swanson ("Employee")....Employment Agreement • April 1st, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 5, 2002Merger Agreement • June 12th, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
1 EXHIBIT 10.2 CLEAR HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT ("Option Agreement") made and entered into this __________ day of _______________, _____ by and between Clear Holdings, Inc., a Georgia...Incentive Stock Option Agreement • May 10th, 2000 • O2wireless Solutions Inc • Georgia
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 26th, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone)
AMONGStock Purchase Agreement • January 17th, 2001 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
WITNESSETH:Stock Purchase Agreement • July 6th, 2000 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2000 • O2wireless Solutions Inc • Texas
1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), effective as of the 15th day of June, 2000, by and among Communication Consulting Services, Inc., a Georgia corporation (the "Company"), Clear Communications Group, Inc., a...Employment Agreement • May 14th, 2001 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
EXHIBIT 10.8 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 5th day of June , 2002, by and between o2wireless Solutions, Inc., a Georgia corporation (the "Company"), and Martin Dempsey ("Employee"). WHEREAS,...Employment Agreement • August 19th, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
1 EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2000 • O2wireless Solutions Inc • Texas
COMMON STOCKUnderwriting Agreement • July 24th, 2000 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • California
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT BY AND AMONG O2WIRELESS SOLUTIONS, INC., O2WIRELESS, INC. AND JEFFREY D. YOUNGStock Purchase Agreement • March 19th, 2001 • O2wireless Solutions Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 17th day of April, 2002, by and between o2wireless Solutions, Inc., a Georgia corporation (the "Company"), and William J. Loughman ("Employee")....Employment Agreement • May 20th, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
ANDLoan Agreement • June 12th, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
EXHIBIT 10.3 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • May 10th, 2000 • O2wireless Solutions Inc • Georgia
AMONGAsset Purchase Agreement • May 10th, 2000 • O2wireless Solutions Inc • Georgia
RECITALS:Credit Agreement • August 19th, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
EXHIBIT 4.3.1.1 O2 WIRELESS SOLUTIONS, INC. SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT OCTOBER 2, 2001 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Second Amendment to Amended and Restated Credit Agreement (this...Credit Agreement • November 14th, 2001 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 7th day of January, 2002, by and between o2wireless Solutions, Inc., a Georgia corporation (the "Company"), and Ronald D. Webster ("Employee")....Employment Agreement • April 1st, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
WARRANTWarrant Agreement • May 10th, 2000 • O2wireless Solutions Inc • Maryland
1 EXHIBIT 4.9 TERM LOAN NOTETerm Loan Note • May 10th, 2000 • O2wireless Solutions Inc
1 EXHIBIT 4.3 CREDIT AGREEMENT DATED AS OF NOVEMBER 1, 1999Credit Agreement • May 10th, 2000 • O2wireless Solutions Inc • Georgia
RECITALS:Credit Agreement • August 19th, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
1 EXHIBIT 4.7 REVOLVING LOAN NOTE Atlanta, GeorgiaRevolving Loan Note • May 10th, 2000 • O2wireless Solutions Inc
1,200,000 November 1, 1999 FOR VALUE RECEIVED, the undersigned, CLEAR COMMUNICATIONS GROUP, INC., a Georgia corporation ("Borrower"), hereby promises to pay to the order of FIRST UNION NATIONAL BANK ("Lender"; Lender, together with any other permitted...Acquisition Loan Note • May 10th, 2000 • O2wireless Solutions Inc
1 EXHIBIT 4.3.1 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 29, 2000Credit Agreement • November 13th, 2000 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
IRREVOCABLE PROXYIrrevocable Proxy • October 7th, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone)
ContractWarrant Agreement • October 7th, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT TO THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
RECITALS:Credit Agreement • April 1st, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
RECITALSManagement Consulting Agreement • June 12th, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone) • Georgia
1 EXHIBIT 4.10 NOTE AND EQUITY PURCHASE AGREEMENTNote and Equity Purchase Agreement • May 10th, 2000 • O2wireless Solutions Inc • Maryland
No. SN - 1 November 1, 1999 $13,000,000 FOR VALUE RECEIVED, the undersigned CLEAR COMMUNICATIONS GROUP, INC. (the "Company") hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD., or registered assigns (the "Holder"), the principal sum of...Tranche Notes • May 10th, 2000 • O2wireless Solutions Inc
