MASERGY COMMUNICATIONS, INC. (a Delaware corporation) Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2011 • Masergy Communications Inc • Telephone communications (no radiotelephone) • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 29th, 2010 • Masergy Communications Inc • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 200 , Masergy Communications, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
MASERGY COMMUNICATIONS, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 29th, 2010 • Masergy Communications Inc • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2010 • Masergy Communications Inc • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of the 29th day of October, 2010 by and between Masergy Communications, Inc., a Delaware corporation (the “Company”), and Tim Naramore (the “Executive”).
MASERGY COMMUNICATIONS, INC. STOCK OPTION AGREEMENTStock Option Agreement • October 29th, 2010 • Masergy Communications Inc • Texas
MASERGY COMMUNICATIONS, INC. FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 2nd, 2011 • Masergy Communications Inc • Telephone communications (no radiotelephone) • California
This FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of January 24, 2011, by and between Comerica Bank (“Bank”) and Masergy Communications, Inc. (“Borrower”).
WILLOW BEND OFFICE CENTER OFFICE LEASE AGREEMENT BETWEEN FSP WILLOW BEND OFFICE CENTER LIMITED PARTNERSHIP, a Texas limited partnership as Landlord and MASERGY COMMUNICATIONS, INC. as Tenant Date: May 21, 2004Office Lease Agreement • October 29th, 2010 • Masergy Communications Inc • Texas
THIS OFFICE LEASE AGREEMENT (“Lease”) is executed effective as of May 21, 2004 (the “Effective Date”), between FSP WILLOW BEND OFFICE CENTER LIMITED PARTNERSHIP, a Texas limited partnership (“Landlord”), and MASERGY COMMUNICATIONS, INC., a Texas corporation (“Tenant”).
ContractWarrant Agreement • October 29th, 2010 • Masergy Communications Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
SEVERANCE AGREEMENTSeverance Agreement • October 29th, 2010 • Masergy Communications Inc • Texas
This Severance Agreement is made as of 11/19/2008, by and between Masergy Communications, Inc., a Delaware corporation (the “Company”) and SCOTT STRICKLIN (“Employee”);
EMPLOYMENT AGREEMENTEmployment Agreement • December 3rd, 2010 • Masergy Communications Inc • Telephone communications (no radiotelephone) • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of the 2nd day of November, 2010 by and between Masergy Communications, Inc., a Delaware corporation (the “Company”), and Scott Stricklin (the “Executive”).
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • December 3rd, 2010 • Masergy Communications Inc • Telephone communications (no radiotelephone)
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between Masergy Communications, Inc. (the “Corporation”) and (“Optionee”) evidencing the stock option (the “Option”) granted on this date to Optionee under the terms of the Corporation’s 2010 Incentive Compensation Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Option Agreement.
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 29th, 2010 • Masergy Communications Inc • Delaware
This Third Amended and Restated Registration Rights Agreement (the “Agreement”) is made and entered into as of March 1, 2005, by and among Masergy Communications, Inc., a Delaware corporation (the “Company”), those Persons listed as Investor Holders on Schedule I hereto (“Investor Holders”) and those Persons listed as Founder Holders on Schedule I hereto (“Founder Holders”) (the Investor Holders and the Founder Holders are sometimes referred to herein collectively as the “Holders”).
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • October 29th, 2010 • Masergy Communications Inc
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between Masergy Communications, Inc. (the “Corporation”) and (“Optionee”) evidencing the stock option (the “Option”) granted on this date to Optionee under the terms of the Corporation’s 2001 Stock Option/Stock Issuance Plan (as amended).
ContractWarrant Agreement • October 29th, 2010 • Masergy Communications Inc • California
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
MASERGY COMMUNICATIONS, INC. STOCK OPTION AGREEMENTStock Option Agreement • December 3rd, 2010 • Masergy Communications Inc • Telephone communications (no radiotelephone) • Texas
MASTER SERVICE AGREEMENT FOR NETWORK SERVICESMaster Service Agreement • December 3rd, 2010 • Masergy Communications Inc • Telephone communications (no radiotelephone) • Texas
This MASTER SERVICE AGREEMENT is entered into by and between the below named Customer and Masergy Communications, Inc., a Delaware corporation (“MASERGY”) (each referred to as a “Party” or collectively referred to as the “Parties”) as of , 201 (the “Effective Date”), and establishes the terms and conditions under which MASERGY will provide network services to Customer. As used in this Master Service Agreement, the term “Services” shall apply to any and all voice, video and data network services provided by MASERGY to Customer, whether provided over MASERGY’s own network or through resale, including but not limited to the provision of equipment, cabling, circuits, facilities, systems and software.
