Lightyear Network Solutions, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 16th, 2010 • Lightyear Network Solutions, Inc. • Blank checks

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 26, 2010, by and among Lightyear Network Solutions, Inc., a Nevada corporation (the “Company”) and certain purchasers (the “Purchasers”) in the offering (the “Offering”) pursuant to the Confidential Private Placement Memorandum dated June 2010 (the “Memorandum”).

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ABSOLUTE CONTINUING GUARANTY AGREEMENT
Absolute Continuing Guaranty Agreement • December 22nd, 2011 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Indiana

This undertaking and agreement (hereinafter referred to as this “Guaranty”) is made by LIGHTYEAR NETWORK SOLUTIONS, LLC, a Kentucky limited liability company (hereinafter referred to as “Guarantor,” whether one or more) in favor of FIRST SAVINGS BANK, F.S.B. (hereinafter referred to as “Lender”) in consideration of the credit accommodations described in this Guaranty made or to be made by Lender to LIGHTYEAR NETWORK SOLUTIONS, INC., a Nevada corporation (hereinafter referred to as “Borrower”). This Guaranty has the following terms:

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LIGHTYEAR NETWORK SOLUTIONS, INC. RETENTION AGREEMENT
Retention Agreement • May 14th, 2013 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

This RETENTION AGREEMENT (“Agreement”), is entered into effective as of May 13, 2013, (the “Effective Date”) between Lightyear Network Solutions, Inc. (the “Company”), a Nevada corporation, having its principal place of business located at 1901 Eastpoint Parkway, Louisville, KY 40223, and John Greive, a Kentucky resident (the “Executive”).

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FORBEARANCE AGREEMENT
Forbearance Agreement • April 1st, 2013 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

This Forbearance Agreement (this “Agreement”) is made and entered into this 29th day of October, 2012, by and among Lightyear Network Solutions, Inc., a Nevada corporation, Lightyear Network Solutions, LLC, a Kentucky limited liability company (collectively, the “Borrowers”) and Chris T. Sullivan, an individual resident of Nevada (“Lender”).

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STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • November 7th, 2011 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Indiana

THIS STOCK PLEDGE AGREEMENT (hereinafter referred to as this “Agreement”) is made this the 4th day of November, 2011, by LY HOLDINGS, LLC, a Kentucky limited liability company (hereinafter referred to as “Pledgor”) in favor of FIRST SAVINGS BANK, F.S.B. (hereinafter referred to as “Creditor”).

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ABSOLUTE CONTINUING GUARANTY AGREEMENT
Absolute Continuing Guaranty Agreement • March 23rd, 2010 • Libra Alliance Corp • Blank checks • Indiana

This undertaking and agreement (hereinafter referred to as this “Guaranty”) is made by J. SHERMAN HENDERSON, III (hereinafter referred to as “Guarantor,” whether one or more) in favor of FIRST SAVINGS BANK, F.S.B. (hereinafter referred to as “Lender”) in consideration of the credit accommodations described in this Guaranty made or to be made by Lender to LIGHTYEAR NETWORK SOLUTIONS, LLC, a Kentucky limited liability company (hereinafter referred to as “Borrower”). This Guaranty has the following terms:

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FORBEARANCE AGREEMENT
Forbearance Agreement • August 15th, 2011 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

This Forbearance Agreement (this “Agreement”) is made and entered into this 9th day of August, 2011, by and among Lightyear Network Solutions, LLC, a Kentucky limited liability company (the “Borrower”) and Chris T. Sullivan, an individual resident of Nevada (the “Lender“).

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LEASE AND OPTION TO PURCHASE AGREEMENT
Lease and Option to Purchase Agreement • March 30th, 2011 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

THIS LEASE AND OPTION TO PURCHASE AGREEMENT, made and entered into this ____ day of ___________, 2004, by and between PIKE COUNTY, KENTUCKY, a political subdivision of the Commonwealth of Kentucky, with address of Pike County Courthouse, Main Street, Pikeville, Kentucky, 41501, (hereinafter referred to as “Lessor”), and SOUTHEAST TELEPHONE, INC., a Kentucky corporation, with address of 106 Power Drive, Pikeville, Kentucky 41502, (hereinafter referred to as “Lessee”).

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LIBRA ALLIANCE CORPORATION Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Libra Alliance Corp • March 31st, 2010 • Blank checks

On February 12, 2010, Libra Alliance Corporation, (“Libra”) a Nevada corporation, entered into a master transaction agreement (the “Master Transaction Agreement”) with LY Holdings, LLC (“LYH”), a Kentucky limited liability company, and holders of LYH notes having a face value of $5,149,980 (the “LYH Debtholders”) under which LYH will transfer 100% of its interest in its wholly-owned subsidiary, Lightyear Network Solutions, LLC (“Lightyear”), a Kentucky limited liability company, including its wholly-owned subsidiary, Lightyear Alliance of Puerto Rico, LLC (which has limited activity), in exchange for common and preferred stock of Libra (the “Exchange Transaction”).

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FIRST MODIFICATION TO LETTER AGREEMENTS
Letter Agreements • February 19th, 2010 • Libra Alliance Corp • Blank checks • Kentucky

THIS FIRST MODIFICATION TO LETTER AGREEMENTS (this “Agreement”) is made, entered into and effective as of the 12th day of February, 2010 by and among (i) LY Holdings, LLC, a Kentucky limited liability company (“LYH”), and Lightyear Network Solutions, LLC, a Kentucky limited liability company (“LNS”); and (ii) Rigdon O. Dees, III, individually (“Dees”), Rice Realty Company, LLC, a Kentucky limited liability company (“RRC”), Ron Carmicle, individually (“Carmicle”), LANJK, LLC, a Kentucky limited liability company (“LANJK”), and CTS Equities Limited Partnership, a Nevada limited partnership (“CTS”) (collectively, the “Lenders”).

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SETTLEMENT AGREEMENT
Settlement Agreement • May 5th, 2010 • Lightyear Network Solutions, Inc. • Blank checks • Kentucky

THIS SETTLEMENT AGREEMENT (“Agreement”) is made and entered into as of the 29th day of April, 2010, by and among (i) LY HOLDINGS, LLC, a Kentucky limited liability company (“LYH”), (ii) LIGHTYEAR NETWORK SOLUTIONS, LLC, a Kentucky limited liability company (“LNS”), (iii) CHRIS SULLIVAN, an individual resident of Nevada (“Sullivan”), (iv) LANJK, LLC, a Kentucky limited liability company (“LANJK”), (v) RICE REALTY COMPANY, LLC, a Kentucky limited liability company (“RRC”), (vi) RIGDON O. DEES, III, an individual resident of California (“Dees”), (vii) CTS EQUITIES LIMITED PARTNERSHIP, a Nevada limited partnership (“CTS”), and (viii) RON CARMICLE, an individual resident of Kentucky (“Carmicle,” collectively with LANJK, RRC, Dees, and CTS, the (“Letter Agreement Holders”).

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FIFTH AMENDED AND RESTATED COMMERCIAL NOTE
Lightyear Network Solutions, Inc. • May 5th, 2010 • Blank checks • Kentucky

FOR VALUE RECEIVED, the undersigned, LY Holdings, LLC, a Kentucky limited liability company, with a principal place of business at 1901 Eastpoint Parkway, Louisville, Kentucky 40223 (“Borrower”), promises to pay to the order of Chris T. Sullivan, whose address is 3111 S. Valley View, Suite B-101, Las Vegas, Nevada 89102 (“Lender”), the principal sum of Eight Million Dollars ($8,000,000.00) (the “Total Facility”), or the aggregate unpaid balance of all advances made by Lender from time to time hereunder, together with interest thereon, on or before the “Maturity Date” as that term is defined below. Principal of this Note and all accrued interest thereon shall be due and payable as set forth below.

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SECOND MODIFICATION OF NOTE
Second Modification of Note • November 12th, 2010 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone)

THIS SECOND MODIFICATION OF NOTE (hereinafter referred to as the “Second Modification”) is executed this 10th day of November, 2010, but effective as of March 17, 2010, by and between: (i) LIGHTYEAR NETWORK SOLUTIONS, LLC, a Kentucky limited liability company, having an address of 1901 Eastpoint Parkway, Louisville, Jefferson County, Kentucky 40223 (hereinafter referred to as “Borrower”); (ii) FIRST SAVINGS BANK, F.S.B., 501 East Lewis and Clark Parkway, Clarksville, Clark County, Indiana 47129 (hereinafter referred to as “Lender”); and (iii) J. SHERMAN HENDERSON, III, and RONALD L. CARMICLE (hereinafter referred to as “Guarantors”).

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SECURITIES EXCHANGE AGREEMENT BY AND BETWEEN LIBRA ALLIANCE CORPORATION AND LY HOLDINGS, LLC DATED AS OF FEBRUARY 12, 2010
Securities Exchange Agreement • February 19th, 2010 • Libra Alliance Corp • Blank checks • Nevada

This SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of February 12, 2010, by and between LIBRA ALLIANCE CORPORATION, a Nevada corporation (the “Company”), and LY HOLDINGS, LLC, a Kentucky limited liability company (“LY Holdings”).

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SECOND MODIFICATION TO LETTER AGREEMENTS
Letter Agreements • August 15th, 2011 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

THIS SECOND MODIFICATION TO LETTER AGREEMENTS (this “Agreement”) is made, entered into and effective as of the 22nd day of June, 2011 by and among (i) Lightyear Network Solutions, LLC, a Kentucky limited liability company (“LNS”); and (ii) Rigdon O. Dees, III, individually (“Dees”), Rice Realty Company, LLC, a Kentucky limited liability company (“RRC”), Ron Carmicle, individually (“Carmicle”), LANJK, LLC, a Kentucky limited liability company (“LANJK”), and CTS Equities Limited Partnership, a Nevada limited partnership (“CTS”) (collectively, the “Recipients”).

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FORBEARANCE AGREEMENT
Forbearance Agreement • November 12th, 2010 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

This Forbearance Agreement (this “Agreement”) is made and entered into this 11th day of November, 2010, by and among LY Holdings, LLC, a Kentucky limited liability company (the “Borrower”) and Lightyear Network Solutions, Inc. (f/n/a Libra Alliance Corporation) (the “Lender“).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 14th, 2013 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Georgia

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated May 10, 2013 (the “Effective Date”), is made by and among Birch Communications, Inc., a Georgia corporation (“Buyer”), Lightyear Network Solutions, Inc., a Nevada corporation (“Parent”), Lightyear Network Solutions, LLC, a Kentucky limited liability company (“Lightyear LLC”), and SE Acquisitions, LLC d/b/a Lightyear Network Solutions of Kentucky, a Kentucky limited liability company (“Lightyear-KY”) (Lightyear-KY” and together with, Lightyear LLC, the “Subsidiaries”, each of which may be referred to as a “Subsidiary” or a “Seller,” and together with Parent, the “Sellers”). Capitalized terms used herein have the meanings set forth in Section 1.1.

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SECURITY AGREEMENT
Security Agreement • March 23rd, 2010 • Libra Alliance Corp • Blank checks • Indiana

This Security Agreement (hereinafter referred to as the “Agreement”) is made this 17th day of March, 2010, by and between LIGHTYEAR NETWORK SOLUTIONS, LLC, a Kentucky limited liability company, having an address of 1901 Eastpoint Parkway, Louisville, Kentucky 40223 (hereinafter referred to as “Debtor”), and FIRST SAVINGS BANK, F.S.B., having an address of 501 East Lewis and Clark Parkway, Clarksville, Indiana 47129 (hereinafter referred to as “Secured Party”).

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AGREEMENT
Agreement • January 25th, 2011 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

THIS AGREEMENT (the “Agreement”) is made and entered into as of this 21st day of January, 2011, by and between (i) LIGHTYEAR NETWORK SOLUTIONS, INC. (“LNS”) and (ii) RONALD L. CARMICLE (“Carmicle”).

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SECURITY AGREEMENT
Security Agreement • December 26th, 2012 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

Lightyear Network Solutions, LLC ("Debtor"), for valuable consideration, receipt of which hereby is acknowledged, hereby transfers, assigns and pledges to Central Bank of Jefferson County, Inc. ("Secured Party"), and grants to Secured Party a security interest in, the following collateral, wherever located, now existing and hereafter arising or coming into existence (the "Collateral") (check all that apply):

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SUBORDINATION AND SECURITY AGREEMENT
Subordination and Security Agreement • January 25th, 2011 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

THIS SUBORDINATION AND SECURITY AGREEMENT (this “Agreement”) is made, entered into and effective as of the 12th day of February, 2010 by and between (i) LY Holdings, LLC, a Kentucky limited liability company (“LYH”), and (ii) Libra Alliance Corporation, a Nevada corporation (“Libra”).

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SECURITY AGREEMENT
Security Agreement • March 30th, 2011 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

THIS SECURITY AGREEMENT (“Security Agreement”) is made and entered into as of the 1st day of October, 2010 by (i) SE ACQUISITIONS, LLC, a Kentucky limited liability company, with a mailing address of 1901 Eastpoint Pkwy., Louisville, Kentucky 40223 (the “Debtor”) in favor of (ii) COMMUNITY TRUST BANK, INC., a Kentucky banking corporation, with its office and place of business in Pikeville, Pike County, Kentucky (the “Bank”).

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EMPLOYMENT AGREEMENT BETWEEN LY ACQUISITION LLC AND J. SHERMAN HENDERSON, III July 30, 2003
Employment Agreement • February 19th, 2010 • Libra Alliance Corp • Blank checks • Kentucky

This Employment Agreement (“Agreement”) is entered into as of July 30, 2003, by and between LY Acquisition LLC, a Kentucky limited liability company (the “Company”) and J. Sherman Henderson, III, an individual residing in Louisville, Kentucky (“Executive”).

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TERM NOTE
Lightyear Network Solutions, Inc. • March 30th, 2011 • Telephone communications (no radiotelephone)

The indebtedness evidenced by this Note and the obligations created hereby are secured by the “Security Instruments,” as that term is defined in that certain Loan Agreement of even date herewith (the “Loan Agreement”) by and among the Bank and the Maker, and such other and/or future security granted the Bank by either Maker or others (collectively, the “Security Instruments”). Further, this Note is the Note referred to in the Loan Agreement and is entitled to all of the benefits thereof and security therefor. All terms defined in the Loan Agreement, unless otherwise defined herein, shall have the same meaning in this Note. The proceeds of this Note shall be used in accordance with the terms of the Loan Agreement.

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SECOND AMENDMENT TO SETTLEMENT AGREEMENT
Settlement Agreement • February 11th, 2011 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

THIS SECOND AMENDMENT TO SETTLEMENT AGREEMENT (“Amendment”) is made and entered into as of the 7th day of February, 2011, by and among (i) LY HOLDINGS, LLC, a Kentucky limited liability company (“LYH”), (ii) LIGHTYEAR NETWORK SOLUTIONS, LLC, a Kentucky limited liability company (“LNS”), (iii) CHRIS SULLIVAN, an individual resident of Nevada (“Sullivan”), (iv) LANJK, LLC, a Kentucky limited liability company (“LANJK”), (v) RICE REALTY COMPANY, LLC, a Kentucky limited liability company (“RRC”), (vi) RIGDON O. DEES, III, an individual resident of California (“Dees”), (vii) CTS EQUITIES LIMITED PARTNERSHIP, a Nevada limited partnership (“CTS”), and (viii) RONALD CARMICLE, an individual resident of Kentucky (“Carmicle,” collectively with LANJK, RRC, Dees, and CTS, the “Letter Agreement Holders”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 5th, 2010 • Lightyear Network Solutions, Inc. • Blank checks • Kentucky

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 29, 2010 by and between Lightyear Network Solutions, Inc., a Nevada corporation (the “ Company ”), and Randy Ammon

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ABSOLUTE CONTINUING GUARANTY AGREEMENT
Absolute Continuing Guaranty Agreement • March 23rd, 2010 • Libra Alliance Corp • Blank checks • Indiana

This undertaking and agreement (hereinafter referred to as this “Guaranty”) is made by RONALD L. CARMICLE (hereinafter referred to as “Guarantor,” whether one or more) in favor of FIRST SAVINGS BANK, F.S.B. (hereinafter referred to as “Lender”) in consideration of the credit accommodations described in this Guaranty made or to be made by Lender to LIGHTYEAR NETWORK SOLUTIONS, LLC, a Kentucky limited liability company (hereinafter referred to as “Borrower”). This Guaranty has the following terms:

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FORBEARANCE AGREEMENT
Forbearance Agreement • May 13th, 2011 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

This Forbearance Agreement (this “Agreement”) is made and entered into this 11th day of May, 2011, by and among LY Holdings, LLC, a Kentucky limited liability company (the “Borrower”) and Lightyear Network Solutions, Inc. (f/k/a Libra Alliance Corporation) (the “Lender“).

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AMENDMENT TO TERM NOTE
Term Note • May 14th, 2013 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

This Amendment to Term Note (this “Amendment”) is effective as of May 10, 2013, by and between (i) LY Holdings, LLC, with its main office located at 704 West Bay Street, FL 33606 (the “Maker”), and (ii) Lightyear Network Solutions, Inc., with its main office located at 1901 Eastpoint Parkway, Louisville, KY 40223 (the “Payee”). Maker and Payee are sometimes referred to herein collectively as the “Parties” and individually as a “Party”.

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TERMINATION OF STOCK OPTION AGREEMENT
Termination of Stock Option Agreement • January 4th, 2012 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

THIS TERMINATION OF STOCK OPTION AGREEMENT (this “Agreement”) is made by and between Lightyear Network Solutions, Inc., a Nevada corporation (the “Company”), and ____________ (the “Optionee”).

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SECURITY AGREEMENT
Security Agreement • November 7th, 2011 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

THIS SECURITY AGREEMENT (this “Agreement”) is made, entered into and effective as of the 4th day of November, 2011 by and between (i) LY Holdings, LLC, a Kentucky limited liability company (“LYH”), and (ii) Lightyear Network Solutions, Inc., a Nevada corporation (“LNS”).

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FORBEARANCE AGREEMENT
Forbearance Agreement • March 30th, 2011 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

This Forbearance Agreement (this “Agreement”) is made and entered into this 29th day of March, 2011, by and among LY Holdings, LLC, a Kentucky limited liability company (the “Borrower”) and Lightyear Network Solutions, Inc. (f/k/a Libra Alliance Corporation) (the “Lender“).

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LIGHTYEAR NETWORK SOLUTIONS, INC. Restricted Stock Award Agreement
Restricted Stock Award Agreement • November 12th, 2010 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone)

Lightyear Network Solutions, Inc. ("LYNS") grants as of _________ __, 20__ (the "Grant Date") to ______________________________________ (the "Director" or "you") the number of shares set forth below of the common stock of LYNS under the Lightyear Network Solutions, Inc. 2010 Stock and Incentive Compensation Plan (the "Plan"). A copy of the Plan is attached, and any capitalized terms used but not defined in this Agreement shall have the meaning given them in the Plan.

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COLLATERAL RELEASE AGREEMENT
Collateral Release Agreement • November 7th, 2011 • Lightyear Network Solutions, Inc. • Telephone communications (no radiotelephone) • Kentucky

THIS COLLATERAL RELEASE AGREEMENT (this “Agreement”) is made and entered into as of the 4th day of November, 2011, by and among (i) LY HOLDINGS, LLC, a Kentucky limited liability company (“Pledgor”), (ii) LIGHTYEAR NETWORK SOLUTIONS, INC., a Nevada corporation (“Debtor”), and (iii) FIRST SAVINGS BANK, F.S.B. (hereinafter referred to as “Creditor”).

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MODIFICATION OF NOTE
Modification of Note • August 5th, 2010 • Lightyear Network Solutions, Inc. • Blank checks

THIS MODIFICATION OF NOTE (hereinafter referred to as the “Modification”) is executed this the 3rd day of August, 2010, but effective as of March 17, 2010, by and between: (i) LIGHTYEAR NETWORK SOLUTIONS, LLC, a Kentucky limited liability company, having an address of 1901 Eastpoint Parkway, Louisville, Jefferson County, Kentucky 40223 (hereinafter referred to as “Borrower”); (ii) FIRST SAVINGS BANK, F.S.B., 501 East Lewis and Clark Parkway, Clarksville, Clark County, Indiana 47129 (hereinafter referred to as “Lender”); and (iii) J. SHERMAN HENDERSON, III, and RONALD L. CARMICLE (hereinafter referred to as “Guarantors”).

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