BY AND AMONGMerger Agreement • May 9th, 2006 • Mpower Holding Corp • Telephone communications (no radiotelephone) • Delaware
AND MPOWER COMMUNICATIONS CORP. a Nevada corporation and MPOWER LEASE CORP. a Nevada corporationAsset Purchase Agreement • April 22nd, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone) • Michigan
andRights Agreement • July 16th, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
EXHIBIT 2.2 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment") is made as of February 6, 2003, by and between LDMI TELECOMMUNICATIONS, INC., a Michigan corporation, ("Buyer"), and MPOWER...Asset Purchase Agreement • April 22nd, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone) • Michigan
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of Mpower Holding Corporation THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES that, for value received, _____________ (the "Holder"), is entitled, upon the terms...Common Stock Purchase Warrant • April 23rd, 2004 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 25, 2003 by and among Mpower Holding Corporation (the "Company"), and the purchasers signatory hereto (each such...Registration Rights Agreement • September 30th, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone)
andPurchase Agreement • June 22nd, 2000 • Mpower Holding Corp • Telephone communications (no radiotelephone)
MPOWER HOLDING CORPORATION, as Issuer and HSBC Bank USA, as Trustee INDENTUREIndenture • February 3rd, 2004 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
AMONGAgreement and Plan of Merger • April 13th, 2001 • Mpower Holding Corp • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made as of the 18th day of September, 2002 between MPOWER COMMUNICATIONS CORP., a Nevada corporation (the "COMPANY"), and Russell I. Zuckerman ("Executive"). Capitalized...Employment Agreement • November 14th, 2002 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.3 AMENDMENT TO EMPLOYMENT AGREEMENT THIS IS AN AMENDMENT (the "AMENDMENT") to that certain letter agreement (the "AGREEMENT"), dated as of the 8th day of August, 2000, between MPOWER COMMUNICATIONS CORP., a Nevada corporation (the...Employment Agreement • November 14th, 2002 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.4 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • September 30th, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone)
SUBSCRIPTION AGREEMENT ----------------------Subscription Agreement • January 6th, 2005 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT 13% Senior Notes due 2010 Dated as of March 24, 2000Registration Rights Agreement • June 22nd, 2000 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
Exhibit 10.02 INVESTOR RIGHTS AGREEMENT INVESTOR RIGHTS AGREEMENT, dated as of January 1, 2005 at 1:00 am Eastern Standard Time, by and between MPOWER HOLDING CORPORATION, a Delaware corporation (the "Mpower"), MCCC ICG HOLDINGS LLC, a Delaware...Investor Rights Agreement • January 6th, 2005 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.1 AMENDMENT TO THE RIGHTS AGREEMENT AMENDMENT dated as of May 4, 2006 (this "Amendment") to the Rights Agreement dated as of July 10, 2003 (as amended by amendments thereto dated as of June 30, 2005 and March 14, 2005, the "Rights...Rights Agreement • May 9th, 2006 • Mpower Holding Corp • Telephone communications (no radiotelephone) • Delaware
July 14, 2000 EXCHANGE AGENT AGREEMENT HSBC Bank USA 140 Broadway - Level A New York, New York 10005-1180 Ladies and Gentlemen: MGC Communications, Inc. d/b/a Mpower Communications Corp. ("the Company") and its wholly owned subsidiary Mpower Holdings...Exchange Agent Agreement • July 25th, 2000 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT Dated as of _________, 2002 MPOWER HOLDING CORPORATIONRegistration Rights Agreement • July 30th, 2002 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • September 30th, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
RECITALSVoting Agreement • April 1st, 2002 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.1 TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this "Agreement") is made and entered into as of this 8th day of January, 2003, by and between Xspedius Communications, LLC, f/k/a Xspedius, LLC, a Delaware limited...Transition Services Agreement • April 22nd, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.17 RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • March 28th, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone) • Ohio
EXHIBIT 2.5Asset Purchase Agreement • April 22nd, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone) • Delaware
September 24, 2003 RELEASE AGREEMENT THIS RELEASE AGREEMENT ("AGREEMENT") is dated as of September 24, 2003 and is made by and among Mpower Holding Corporation and Mpower Communications Corp. (collectively with their affiliates, the "COMPANY") and...Release Agreement • November 13th, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone)
Exhibit 4 AMENDMENT OF RIGHTS AGREEMENT AND CERTIFICATION OF COMPLIANCE WITH SECTION 26Rights Agreement • October 17th, 2001 • Mpower Holding Corp • Telephone communications (no radiotelephone)
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made as of the 2nd day of June, 2003 between MPOWER COMMUNICATIONS CORP., a Nevada corporation (the "COMPANY"), and Russell A. Shipley ("EXECUTIVE"). Capitalized terms...Employment Agreement • August 12th, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
Exhibit 10.29 EMPLOYMENT AGREEMENT This AGREEMENT (the "AGREEMENT") is made as of the 25th day of April, 2002 by and among MPOWER COMMUNICATIONS CORP., a Nevada corporation (the "COMPANY"), and S. Gregory Clevenger ("EXECUTIVE"). Capitalized terms...Employment Agreement • March 29th, 2004 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
by and amongAsset Purchase Agreement • April 22nd, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.4 AMENDMENT TO EMPLOYMENT AGREEMENT THIS IS AN AMENDMENT (the "AMENDMENT") to that certain Employment Agreement (the "AGREEMENT"), dated as of the 25th day of April, 2002 by and among MPOWER COMMUNICATIONS CORP., a Nevada corporation (the...Employment Agreement • November 14th, 2002 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
October 11, 2001 Roger J Pachuta 4647 Pine Valley Dr Frisco, TX 75034 Severance Agreement Dear Roger: As you are aware, the CLEC sector, as well as the telecommunications industry in general, has experienced tremendous volatility and economic...Severance Agreement • March 28th, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
RECITALSAsset Contribution Agreement • April 22nd, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone) • Delaware
RETENTION BONUS VESTING DATE PORTION OF RETENTION BONUS PAYABLE ---------------------------- ---------------------------------- June 30, 2002 1/3 December 31, 2002 2/3Retention and Severance Agreement • March 29th, 2004 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
Exhibit 10.32 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This is the second amendment (the "Second Amended Agreement") to that certain letter agreement (the "Agreement") dated as of the 8th day of August, 2000, between Mpower Communications Corp., a...Employment Agreement • March 29th, 2004 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
Exhibit 10.5 AMENDED EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made as of the 20th day of September, 2002 between MPOWER COMMUNICATIONS CORP., a Nevada corporation (the "COMPANY"), and Russell I. Zuckerman ("EXECUTIVE")....Employment Agreement • March 29th, 2004 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
October 11, 2001 Steven A Reimer 1091 Windhaven Ct Lake Forest, IL 60045 Retention and Severance Agreement Dear Steven: As you are aware, the CLEC sector, as well as the telecommunications industry in general, has experienced tremendous volatility and...Retention and Severance Agreement • March 28th, 2003 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York
