Cbeyond, Inc. Shares of Common Stock, par value $0.01 per share Form of Underwriting AgreementUnderwriting Agreement • September 25th, 2006 • Cbeyond Inc • Telephone communications (no radiotelephone) • New York
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Cbeyond, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of Common Stock, par value $ 0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional shares of Common Stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein referred to as the “Shares”.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 2, 2012 among CBEYOND COMMUNICATIONS, LLC, as Borrower, The Other Loan Parties Party Hereto BANK OF AMERICA, N.A., as Administrative Agent, Lender and L/C Issuer and The Other Lenders Party HeretoCredit Agreement • May 3rd, 2012 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of May 2, 2012, among CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company (“Borrower”), each of the other Loan Parties signatory hereto, each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Agent, Lender and L/C Issuer.
Cbeyond Communications, Inc. Shares of Common Stock, par value $0.01 per share Form of Underwriting AgreementUnderwriting Agreement • October 3rd, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • New York
Cbeyond Communications, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of shares of Common Stock, par value $ 0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional shares of Common Stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein referred to as the “Public Shares”.
AT-WILL EMPLOYMENT AGREEMENTAt-Will Employment Agreement • December 14th, 2012 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Georgia
THIS AT-WILL EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 5, 2012 (the “Effective Date”), by and between Cbeyond, Inc., a Delaware corporation (the “Company”), and J. Robert Fugate (“Executive”). Capitalized terms used but not otherwise defined have the meanings given to them in Section 3.
INDEMNITY AGREEMENTIndemnification Agreement • March 17th, 2014 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March __, 2014, by and between Cbeyond, Inc., a Delaware corporation, Cbeyond Communications, LLC, a Delaware limited liability company (together with Cbeyond, Inc., the “Company”), and ______________ (“Indemnitee”).
AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN CBEYOND, INC. AND JAMES F. GEIGEREmployment Agreement • May 1st, 2009 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Georgia
This Amendment (this “Amendment”) to that certain Employment Agreement between Cbeyond, Inc. (the “Company”) and James F. Geiger (the “Executive”) dated as of March 10, 2008 (the “Employment Agreement”) is made as of this 31st day of December, 2008 (the “Amendment Date”), by and among the Company and the Executive. Except as set forth is this Amendment, capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Employment Agreement.
EXECUTIVE PURCHASE AGREEMENTExecutive Purchase Agreement • May 16th, 2005 • Cbeyond Communications Inc • Delaware
THIS EXECUTIVE PURCHASE AGREEMENT (this “Agreement”) is made as of March 28, 2000, by and among Egility Communications, L.L.C., a Delaware limited liability company (the “LLC”), egility Communications, Inc., a Delaware corporation (the “Company”), egility Investors, LLC, a Delaware limited liability company (“Investors LLC”), and J. Robert Fugate (“Executive”). Capitalized terms used but not otherwise defined herein have the meanings given to them in Section 6 hereof.
AT-WILL EMPLOYMENT AGREEMENTAt-Will Employment Agreement • February 29th, 2008 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Georgia
THIS AT-WILL EMPLOYMENT AGREEMENT (this “Agreement”) is made as of , 2008 (the “Effective Date”), by and between Cbeyond, Inc., a Delaware corporation (the “Company”), and (“Executive”). Capitalized terms used but not otherwise defined herein have the meanings given to them in Section 3 hereof.
CBEYOND COMMUNICATIONS, INC. 2005 EQUITY INCENTIVE AWARD PLAN FORM OF RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 20th, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone)
As escrow agent (the “Escrow Agent”) for both Cbeyond Communications, Inc., a Delaware corporation (the “Company”), and the undersigned recipient of shares of common stock, par value $0.01 per share, of the Company (the “Participant”), you are hereby authorized and directed to hold in escrow the documents delivered to you pursuant to the terms of that certain Restricted Stock Award Agreement (“Agreement”) between the Company and the undersigned (the “Escrow”), including the stock certificate and the Assignment in Blank, in accordance with the following instructions:
CBEYOND COMMUNICATIONS, INC. FORM OF INDEMNITY AGREEMENTIndemnification Agreement • September 20th, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • Delaware
This Indemnity Agreement (“Agreement”) is made as of , 2005 by and between CBEYOND COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
CBEYOND COMMUNICATIONS, INC. FORM OF 2005 EQUITY INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • September 20th, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • Delaware
Cbeyond Communications, Inc., a Delaware corporation (the “Company”), pursuant to its 2005 Equity Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
CBEYOND, INC. INDEMNITY AGREEMENTIndemnification & Liability • November 6th, 2007 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Delaware
This Indemnity Agreement (“Agreement”) is made as of by and between CBEYOND, INC., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supercedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
CREDIT AGREEMENT Dated as of February 8, 2006 among CBEYOND COMMUNICATIONS, LLC, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and Lender, and The Other Lenders Party HeretoCredit Agreement • February 14th, 2006 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT (this “Agreement”) is entered into as of February 8, 2006, among CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company (“Borrower”), each of the other Loan Parties signatory hereto, each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Lender.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 5th, 2011 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 4th day of May, 2011, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the “Borrower”), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Lender (the “Agent”).
AMENDED AND RESTATED STOCK SUBSCRIPTION WARRANT To Purchase Common Stock of Cbeyond Communications, Inc.Stock Subscription Warrant • October 27th, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • Delaware
THIS CERTIFIES THAT for value received, CISCO SYSTEMS CAPITAL CORPORATION, a Nevada corporation, or its registered assigns (hereinafter called “Holder”) shall be entitled to receive from CBEYOND COMMUNICATIONS, INC., a Delaware corporation (“Company”), upon the exercise of this Warrant (which exercise shall happen automatically upon the occurrence of a Sale Trigger Event and upon the election of Holder in accordance with the terms hereof during the Post-Exercise Event Term, so long as such exercise occurs on or before March 31, 2010 (the “Expiration Date”)), a number of shares of common stock, $0.01 par value, of Company (the “Common Stock”) equal to the product of (x) 2,768,744, multiplied by (y) the Additional Equity Percentage, at the Warrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained. After the earlier to occur of (x) a Qualified IPO and (y) a Tranche 3 Loan Drawdown, this Warrant
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 7th, 2013 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is made and entered into as of this 4th day of March, 2013 and is effective as of March 4, 2013, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the "Borrower"), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent, Lender and L/C Issuer (the "Agent").
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 3rd, 2012 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 31st day of March, 2012 and is effective as of March 31, 2012, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the “Borrower”), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Lender (the “Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG BIRCH COMMUNICATIONS, INC., HAWKS MERGER SUB, INC. AND CBEYOND, INC. APRIL 19, 2014Merger Agreement • April 21st, 2014 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 19, 2014, is entered into by and among Cbeyond, Inc., a Delaware corporation (the “Company”), Birch Communications, Inc., a Georgia corporation (“Parent”), and Hawks Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2005 • Cbeyond Communications Inc • Delaware
THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated and effective as of December 29, 2004, is entered into by and among Cbeyond Communications, Inc., a Delaware corporation (the “Company”) and the other signatories hereto. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 8 hereof.
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 16th, 2005 • Cbeyond Communications Inc • New York
THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 18, 2005, is made among CBeyond Communications, LLC, a Delaware limited liability company (“Borrower”), CBeyond Communications, Inc., a Delaware corporation (“Holdings”), Cbeyond Leasing, LP, a Delaware limited partnership (“Additional Borrower”) and Cisco Systems Capital Corporation, a Nevada corporation (“Lender” or “Agent”).
CBEYOND COMMUNICATIONS, INC. FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • October 3rd, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of , 2005 by and between Cbeyond Communications, Inc., a Delaware corporation (the “Company”), and the undersigned individual stockholder of the Company (the “Participating Stockholder”).
ASSET PURCHASE AGREEMENT by and among CBEYOND, INC., CBEYOND COMMUNICATIONS LLC, MAXIMUMASP, LLC, MAXIMUMCOLO, LLC, MAXIMUM HOLDINGS, LLC, SILAS BOYLE AND WADE LEWIS dated as of November 3, 2010Asset Purchase Agreement • November 4th, 2010 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 3, 2010, is made by and among MaximumASP, LLC, a Kentucky limited liability company (“Maximum ASP”), MaximumColo, LLC, a Kentucky limited liability company (“Maximum Colo”), Maximum Holdings, LLC, a Kentucky limited liability company (“Maximum Holdings”) (each of Maximum ASP, Maximum Colo and Maximum Holdings a “Seller” and collectively, the “Sellers”), Cbeyond, Inc., a Delaware corporation (“Parent”), Cbeyond Communications LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Purchaser”) and for purposes of Section 5.10, Article VI and Article VII only, Wade Lewis and Silas Boyle, each in his individual capacity. Each of Purchaser, Parent and each Seller is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings specified in Annex A below.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 1, 2002Credit Agreement • May 16th, 2005 • Cbeyond Communications Inc • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of November 1, 2002, among Cbeyond Communications, LLC, a Delaware limited liability company (“Borrower”), Cbeyond Communications, Inc., a Delaware corporation (“Holdings”), the several lending institutions from time to time party to this Agreement (individually, a “Lender” and, collectively, “Lenders”), and Cisco Systems Capital Corporation, as administrative agent for itself and the other Lenders (in such capacity, “Agent”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 16th, 2005 • Cbeyond Communications Inc • New York
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 30, 2003, is made among Cbeyond Communications, LLC, a Delaware limited liability company (“Borrower”), Cbeyond Communications, Inc., a Delaware corporation (“Holdings”), Cbeyond Leasing, LP, a Delaware limited partnership (“Additional Borrower”) and Cisco Systems Capital Corporation, a Nevada corporation (“Lender” or “Agent”).
CBEYOND, INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 2nd, 2007 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Delaware
Cbeyond, Inc., a Delaware corporation, (the “Company”), pursuant to its 2005 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), the number of shares of Restricted Stock set forth below (the “Shares”). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.
CBEYOND COMMUNICATIONS, INC. FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • October 5th, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of , 2005 by and between Cbeyond Communications, Inc., a Delaware corporation (the “Company”), and the undersigned individual stockholder of the Company (the “Participating Stockholder”).
CBEYOND COMMUNICATIONS, INC. AMENDMENT TO STOCK OPTION AGREEMENTSStock Option Agreement • May 15th, 2006 • Cbeyond Communications Inc • Telephone communications (no radiotelephone)
Date of Existing Stock Option Agreements to be Amended: June 23, 2004, November 23, 2004 (as amended to date (the “Existing Option Agreements”))
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 7th, 2007 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 2nd day of July, 2007, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the “Borrower”), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Lender (the “Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 5th, 2010 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 3rd day of March, 2010, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the “Borrower”), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Lender (the “Agent”).
FOURTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENTCredit Agreement • February 28th, 2011 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 22nd day of February, 2011, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the “Borrower”), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Lender (the “Agent”).
WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 6th, 2009 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • New York
THIS WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 24th day of February, 2009, by and between CBEYOND COMMUNICATIONS, LLC, a Delaware limited liability company, as borrower (the “Borrower”), each of the other Loan Parties signatory hereto and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Lender (the “Agent”).
STOCK SUBSCRIPTION WARRANT To Purchase Common Stock of Cbeyond Communications, Inc.Warrant Agreement • May 16th, 2005 • Cbeyond Communications Inc • Delaware
THIS CERTIFIES THAT for value received, CISCO SYSTEMS CAPITAL CORPORATION, a Nevada corporation, or its registered assigns (hereinafter called “Holder”) shall be entitled to receive from CBEYOND COMMUNICATIONS, INC., a Delaware corporation (“Company”), upon the exercise of this Warrant (which exercise shall happen automatically upon the occurrence of a Sale Trigger Event and upon the election of Holder in accordance with the terms hereof during the Post-IPO Term, so long as such exercise occurs on or before March 31, 2010 (the “Expiration Date”)), a number of shares of common stock, $0.01 par value, of Company (the “Common Stock”) equal to the product of (x) 2,768,744, multiplied by (y) the Additional Equity Percentage, at the Warrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained. After a Qualified IPO, this Warrant may be exercised in whole or in part during the Post-IPO Term.
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 16th, 2005 • Cbeyond Communications Inc • New York
THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March , 2004, is made among CBeyond Communications, LLC, a Delaware limited liability company (“Borrower”), CBeyond Communications, Inc., a Delaware corporation (“Holdings”), Cbeyond Leasing, LP, a Delaware limited partnership (“Additional Borrower”) and Cisco Systems Capital Corporation, a Nevada corporation (“Lender” or “Agent”).
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • May 16th, 2005 • Cbeyond Communications Inc • Delaware
THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of December 29, 2004, which amends and restates in its entirety, that certain Amended and Restated Shareholders Agreement, dated as of November 1, 2002, is entered into by and among Cbeyond Communications, Inc., a Delaware corporation (the “Company”), and the other parties hereto, including the holders of Common Stock (as defined below) set forth on Schedule A and the holders of Preferred Stock (as defined below) set forth on Schedule A (collectively, the “Shareholders” and individually a “Shareholder”). Capitalized terms used but not otherwise defined herein are defined in Section 9 hereof.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 16th, 2005 • Cbeyond Communications Inc • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 1, 2002, by and between Cbeyond Communications, Inc., a Delaware corporation (the “Company”), and Cisco Systems Capital Corporation (“Cisco”). Capitalized terms used but not otherwise defined herein have the meanings given to them in Section 5 below.
