REORGANIZATION AGREEMENT
Exhibit 99.1
EXECUTION
COPY
COPY
THIS REORGANIZATION AGREEMENT (this “Agreement”) is made and entered into as of the 21st day
of July, 2005, by and among Consolidated Communications Illinois Holdings, Inc., a Delaware
corporation (“CCIH”), Consolidated Communications Texas Holdings, Inc., a Delaware corporation
(“CCTH”), Homebase Acquisition, LLC, a Delaware limited liability company (“Homebase LLC”), Central
Illinois Telephone, LLC, a Delaware limited liability company (“CIT”), each of the parties listed
in subsection B of Schedule II attached hereto (being referred to collectively herein as
“Spectrum”), each of the parties listed in subsection C of Schedule II attached hereto
(being referred to collectively herein as “Providence”) and each of the parties listed under
subsection D of Schedule II attached hereto (being referred to collectively herein as
“Management; Management, CIT, Spectrum and Providence being referred to herein each as an “Equity
Holder” and collectively as “Equity Holders”). Defined terms shall have the meaning ascribed to
them on Schedule I attached hereto.
RECITALS
WHEREAS, CCIH and CCTH are each direct wholly-owned subsidiaries of Homebase LLC; and
WHEREAS, the equity holders of Homebase LLC desire to complete an initial public offering of
common equity securities relating to the combined businesses of CCIH, CCTH and Homebase LLC in a
bona fide firm commitment underwriting pursuant to a registration statement under the Securities
Act of 1933, as amended, for an aggregate offering price, before underwriter’s discounts and
commissions and the exercise of the underwriters’ over allotment option, of approximately
$204,000,000 (the “Initial Public Offering”); and
WHEREAS, in preparation for the Initial Public Offering the Equity Holders of Homebase LLC
have agreed to merge first CCTH and then Homebase LLC with and into CCIH (with CCIH as the
surviving corporation of each such merger), with the result that following the mergers and
immediately prior to the consummation of the Initial Public Offering, CCIH will be wholly owned by
the Equity Holders (collectively, the “Mergers”); and
WHEREAS, in contemplation of the Mergers and the Initial Public Offering, (i) the Certificate
of Incorporation of CCIH will be amended to provide for Class A Common Stock and Class B Common
Stock and (ii) Homebase LLC will be recapitalized to provide for Class A Common Shares, Class B-1
Common Shares, Class B-2 Common Shares and Class A Preferred Shares;
WHEREAS, under the Restricted Share Plan, 25 percent of the Common Shares of Homebase LLC held
by Management shall vest on the day prior to the effective time of the merger of Homebase LLC with
and into CCIH; and
WHEREAS, following the transactions contemplated by this Agreement, Providence, Spectrum, CIT
and Management will each own shares of Common Stock in the amounts contemplated herein, some of
which shares held by CIT, Providence, Spectrum and Management are expected to be sold pursuant to
the Initial Public Offering; and
WHEREAS, CIT, Spectrum and Providence will have certain registration rights and tag-along
rights with respect to their Common Stock of CCIH, in each case as more particularly described
herein.
NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. REORGANIZATION.
Subject to the terms and conditions hereof, on the Closing Date, the parties hereby consent
and agree to the following actions in the order provided below:
1.1 Amendment to Certificate of Incorporation and Recapitalization of CCIH. Homebase
LLC, as the sole stockholder of CCIH, hereby agrees to approve, and CCIH hereby agrees to adopt, on
the Closing Date, an amendment to the Certificate of Incorporation (the “Charter Amendment”) of
CCIH, which provides, in part, for the authorization of two classes of common stock, Class A Common
Stock and Class B Common Stock. Upon the filing and effectiveness of the Charter Amendment, each
share of CCIH common stock outstanding immediately prior to the adoption of the Charter Amendment
shall be automatically reclassified into and become 86,696.29 validly issued, fully paid and
nonassessable shares of Class A Common Stock.
1.2 Merger of CCIH and CCTH. Immediately following CCIH’s adoption of the Charter
Amendment, in accordance with Section 251 of the Delaware General Corporation Law (“DGCL”), CCTH
will be merged with and into CCIH. As a result of the merger, the separate corporate existence of
CCTH shall cease and CCIH shall continue as the surviving corporation following such Merger. In
connection with such merger, each share of CCTH common stock, par value $.01, issued and
outstanding immediately prior to the effective date of such Merger, shall be canceled and shall by
virtue of the merger and without any action on the part of the holder thereof be converted
automatically into the right to receive, on the effective date of such Merger, 15,017.881 shares of
Class B Common Stock of CCIH and each share of CCIH common stock outstanding prior to such Merger
shall remain outstanding and unaffected by the Merger.
1.3 Recapitalization of Homebase LLC. Immediately prior to consummating the merger of
Homebase LLC into CCIH pursuant to Section 1.4 below, Homebase LLC will be recapitalized such that
(a) each Common Share of Homebase LLC held by Spectrum, Providence and CIT immediately prior to
such recapitalization shall be reclassified into one Class A Common Share of Homebase LLC, (b)
each Common Share of Homebase LLC held by Management immediately prior to such
recapitalization that are vested under the Restricted Share Plan as of the time immediately
preceding the recapitalization shall be reclassified into one Class B-1 Common Share of Homebase
LLC and (c) each Common Share of Homebase LLC held by Management immediately prior to such
recapitalization that remain unvested under to
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the Restricted Share Plan as of the time immediately
preceding the recapitalization shall be reclassified into one Class B-2 Common Share of Homebase
LLC, each of which will continue to be subject to the Restricted Share Plan. The Class A Preferred
Shares of Homebase LLC shall remain unchanged. The relative rights, preferences and privileges and
associated obligations of the Homebase LLC Class A Common Shares, Class B-1 Common Shares and Class
B-2 Common Shares shall otherwise be identical in all respects to those of the Homebase LLC Common
Shares other than for (i) the designation of such shares as Class A Common Shares, Class B-1 Common
Shares and Class B-2 Common Shares and (ii) the rights to receive, on a liquidation of Homebase
LLC, the property specified as merger consideration pursuant to Section 1.4 below . The
Second Amended and Restated Limited Liability Company Agreement of Homebase LLC, dated January 15,
2004, shall be amended to, among other things, effect the recapitalization described in this
Section 1.3 (as amended, the “Homebase LLC Agreement”).
1.4 Merger of CCIH and Homebase LLC.
(a) Merger. Subject to the terms and conditions hereof, immediately following the merger of
CCTH with and into CCIH described in Section 1.2 and the recapitalization of Homebase LLC described
in Section 1.3, in accordance with Section 264 of the DGCL, Homebase LLC will be merged with and
into CCIH. As a result of such Merger, the separate corporate existence of Homebase LLC shall
cease and CCIH shall continue as the surviving corporation following such Merger.
(b) Merger Consideration. On the effective date of such merger, (i) each Class A Preferred
Share of Homebase LLC, issued and outstanding immediately prior to the effective date of the
merger, shall be canceled and shall by virtue of the merger and without any action on the part of
the holder thereof be converted automatically into the right to receive from Homebase LLC a number
of shares of Class A Common Stock and Class B Common Stock (in the ratio of 6.34 shares of Class B
Common Stock for each 3.66 shares of Class A Common Stock) of CCIH held by Homebase LLC equal to
the quotient of the Class A Liquidation Preference of such Class A Preferred Share as of the
business day immediately preceding such merger divided by the IPO Price; (ii) each Class A Common
Share of Homebase LLC issued and outstanding immediately prior to the effective date of the merger,
shall be canceled and shall by virtue of the merger and without any action on the part of the
holder thereof be converted automatically into the right to receive from Homebase LLC
.365347903685689 of a share of Class A Common Stock and .632870412395428 of a share of Class B
Common Stock of CCIH held by Homebase LLC; (iii) each Class B-1 Common Share of Homebase LLC issued
and outstanding immediately prior to the effective date of the Merger shall be canceled and shall
by virtue of the Merger and without any action on the part of the holder thereof be converted
automatically into the right to receive from Homebase LLC .365347903685689 of a share of Class A
Common Stock and .632870412395428 of a share of Class B Common Stock of CCIH held by Homebase LLC, (iv) each
Class B-2 Common Share of Homebase LLC issued and outstanding immediately prior to the effective
date of the Merger shall be canceled and shall by virtue of the Merger and without any action on
the part of the holder thereof be converted automatically into the right to receive from Homebase
LLC .365347903685689 of a share of Class A Common Stock and .632870412395428 of a share of Class B
Common Stock of CCIH held by Homebase LLC and (v) each share of Class A Common Stock and Class B
Common Stock of CCIH issued and outstanding immediately prior to the effective date of the merger
shall remain outstanding and,
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other than the distribution of such shares to the former Members of
Homebase pursuant to the terms of the Merger (as described in this Section 1.4), shall remain
unaffected by the Merger described in this Section 1.4. Class A Common Stock and Class B Common
Stock received by Management pursuant to clause (iv) above shall remain subject to vesting
restrictions under the Restricted Share Plan that are substantially similar to the restrictions to
which the Homebase LLC shares were subject immediately prior to such Merger. Following the
transactions described in this Section 1.4(b), the ownership of Class A Common Stock and Class B
Common Stock of CCIH shall be as set forth in Schedule III.
(c) IPO Recapitalization. Immediately following the transactions described above in this
Section 1.4, CCIH shall effect a recapitalization as a result of which (i) each issued and
outstanding share of Class A Common Stock of CCIH following the transactions described above in
this Section 1.4 will be reclassified into one share of Common Stock of CCIH and (ii) each issued
and outstanding share of Class B Common Stock of CCIH following the transactions described above in
this Section 1.4 will be reclassified into one share of Common Stock of CCIH. Shares of Common
Stock of CCIH received by Management in respect of unvested shares of Class A Common Stock of CCIH
pursuant to this Section 1.4(c) shall remain subject to the vesting restrictions contained in the
Restricted Share Plan such that the vested and unvested shares of Common Stock held by Management
immediately following the transactions described in this Section 1.4(c) shall be in the same
proportion as the vested and unvested shares of Class A Common Stock of CCIH held by Management
immediately prior to the transactions in this Section 1.4(c).
(d) No Further Ownership Rights in Homebase LLC. The shares of CCIH common stock distributed
to the Equity Holders upon the merger of Homebase LLC into CCIH pursuant to this Section 1.4 shall
be deemed to have been issued or paid in full satisfaction of all rights pertaining to the common
and preferred shares of Homebase LLC and the Equity Holders shall have no further rights under the
Homebase LLC Agreement other than the right to receive the distribution described in this Section
1.4.
(e) Identification. In connection with the merger of Homebase LLC into CCIH and the
subsequent transactions described in Section 1.4, Homebase LLC will provide the Equity Holders with
documentation sufficient for the Equity Holders to identify their CCIH shares as having been shares
of Class A Common Stock or Class B Common Stock of CCIH prior to the IPO recapitalization described
in Section 1.4(c) above.
(f) The provisions of Sections 1.2 and 1.4 shall constitute an agreement of merger for all
purposes under Sections 251 and 264 of the DGCL and the execution of this
Agreement by each of the members of Homebase LLC shall constitute written consent to the
transactions described in Section 1.4 for purposes of Section 264 of the DGCL.
1.5 Tax-Free Reorganization. The merger described in Section 1.2 and the
recapitalization described in Section 1.3 are each intended to be a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and this
Agreement as it relates to Sections 1.2 and 1.3, together with the Merger Certificate to be filed
in connection with Section 1.2, is intended to be a “plan of reorganization” within the meaning of
the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a
tax-free transaction for federal income tax purposes. The parties hereto will agree
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to report each
such transaction as a tax-free reorganization under the provisions of Section 368(a) of the Code.
None of the parties hereto will take or cause to be taken any action which would prevent the
transactions contemplated by Sections 1.2 and 1.3 of this Agreement from qualifying as a
reorganization under Section 368(a) of the Code.
1.6 Homebase Merger. The merger of Homebase LLC described in Section 1.4 is intended
to qualify as, and the parties hereto agree to treat such merger as, a liquidation of Homebase LLC
for federal income tax purposes. None of the parties hereto will take or cause to be taken any
action which would prevent the transactions contemplated by Section 1.4 of this Agreement from
qualifying as liquidation for federal income tax purposes.
2. CLOSING; DELIVERIES.
2.1 Closing. The closing of the transactions described in Section 1 above (the
“Closing”) shall be held at the offices of King & Spalding LLP, New York, New York, on the date
coinciding with the closing of the Initial Public Offering or at such other place or on such other
date as the parties may agree (the date of the Closing is hereinafter referred to as the “Closing
Date”).
2.2 Deliveries at Closing. At the Closing in the following order: (i) CCIH shall file
the Charter Amendment with the Delaware Secretary of State establishing Class A Common Stock and
Class B Common Stock as contemplated in Section 1.1; (ii) Homebase LLC shall deliver for
cancellation the certificates representing all of the outstanding shares of common stock of CCIH
and, upon cancellation of such certificates, CCIH shall register in its stock registry the issuance
of 8,669,629 shares of its Class A Common Stock of CCIH to Homebase LLC as contemplated in Section
1.1; (iii) CCIH and CCTH shall file a certificate of merger with the Delaware Secretary of State
for the merger contemplated in Section 1.2; (iv) Homebase LLC Shall deliver for cancellation the
certificates representing all of the outstanding shares of common stock of CCTH and, upon
cancellation of such certificates, CCIH shall register in its stock registry the issuance of
15,017,881 shares of Class B Common Stock of CCIH to Homebase LLC as contemplated in Section 1.2;
(v) Homebase LLC shall effect the amendment to its limited liability agreement
establishing Class A Common Shares, Class B-1 Common Shares and Class B-2 Common Shares and
Homebase LLC shall register the exchange of outstanding Common Shares for Class A Shares, Class B-1
Shares and Class B-2 Shares as contemplated in Section 1.3; (vi) each of CIT, Spectrum, Providence
and Management shall deliver for cancellation certificates representing all of their shares of
Homebase LLC (the “LLC Certificates”) as contemplated in Section 1.4; (vii) upon receipt of such
LLC Certificates, CCIH shall cancel such shares of Homebase LLC and register in CCIH’s stock
registry, in the name of CIT, Spectrum, Providence and Management, as applicable, the Class A
Common Stock and Class B Common Stock of CCIH to be distributed to each of the foregoing pursuant
to Section 1.4(b); (viii) CCIH Shall file its Amended and Restated Certificate of Incorporation
with the Delaware Secretary of State as contemplated by Section 1.4(c); and (ix) CCIH shall cancel,
in CCIH’s stock registry, the Class A Common Stock and Class B Common Stock issued to CIT,
Spectrum, Providence and Management as contemplated in Section 1.4(c) and, upon cancellation of
such Class A Common Stock and Class B Common Stock on CCIH’s registry, CCIH shall arrange for
accounts to be established with its transfer agent reflecting shares of Common Stock of CCIH to be
distributed to each of CIT, Spectrum, Providence and Management, pursuant to the IPO
recapitalization described in Section 1.4(c).
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2.3 Lost Certificates. If any LLC Certificate to be delivered pursuant to Section
2.2(i) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming such LLC Certificate to be lost, stolen or destroyed, and upon such person
providing customary indemnification against any claim that may be made with respect to such lost,
stolen or destroyed LLC Certificate, CCIH will deliver in exchange for such lost, stolen or
destroyed LLC Certificate the applicable merger consideration described in Section 1.4(b).
3. REPRESENTATIONS OF CIT, SPECTRUM, PROVIDENCE AND MANAGEMENT.
Each Equity Holder individually and severally represents and warrants as follows as of the
date hereof and the Closing Date:
3.1 Authorization. In the case of CIT and each entity comprising Providence and
Spectrum, it is a limited partnership or limited liability company, as applicable, duly formed and
validly existing under the laws of the jurisdiction of its formation. The Equity Holder has the
right, power and capacity to execute and deliver this Agreement and to perform its obligations
hereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has
been duly executed and delivered by the Equity Holder and constitutes the valid and binding
obligations of the Equity Holder, enforceable against the Equity Holder in accordance with its
terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the
enforceability of creditors’ rights generally, general equitable principles and the discretion of
courts in granting equitable remedies.
3.2 Absence of Restrictions and Conflicts. The execution, delivery and performance of
this Agreement, the consummation of the transactions contemplated hereby and thereby and the
fulfillment of and compliance with the
terms and conditions hereof and thereof do not or shall not (as the case may be), with the
passing of time or the giving of notice or both, violate or conflict with, constitute a breach of
or default under, result in the loss of any benefit under, permit the acceleration of any
obligation under or create in any party the right to terminate, modify or cancel, (a) any contract,
will, agreement, permit, franchise, license or other instrument applicable to the Equity Holder,
(b) any judgment, decree or order of any Governmental Entity to which the Equity Holder is a party
or by which the Equity Holder or any of their respective properties are bound or (c) any law or
arbitration award applicable to the Equity Holder.
3.3 Ownership of Equity. The Equity Holder has good and valid title to and beneficial
ownership of the number of Class A Preferred Shares and/or Common Shares of Homebase LLC set forth
next to the Equity Holder’s name on Schedule II, and such Class A Preferred Shares and
Common Shares are free and clear of all Liens, other than restrictions expressly set forth in the
Homebase LLC Agreement.
3.4 Legal Proceedings. There are no suits, actions, claims, proceedings or
investigations pending or, to the knowledge of the Equity Holder, threatened against, relating to
or involving the Equity Holder which could reasonably be expected to adversely affect the Equity
Holder’s ability to consummate the transactions contemplated by this Agreement.
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4. CONDITIONS TO CLOSINGS.
The obligations of the Parties hereto to consummate the transactions contemplated hereby shall
be subject to the fulfillment at or prior to the Closing of each of the following additional
conditions:
4.1 Injunction. There shall be no injunction, writ or preliminary restraining order
or any order of any nature issued by a Governmental Entity of competent jurisdiction in effect
prohibiting the consummation of the transactions contemplated by this Agreement as provided herein,
and no proceeding or lawsuit shall have been commenced by any Governmental Entity and no written
notice shall have been received from any Governmental Entity or third party indicating an intent to
restrain, prevent, materially delay or restructure the transactions contemplated hereby.
4.2 Governmental Consents. All material consents, approvals, orders or authorizations
of, or registrations, declarations or filings with, all Governmental Entities required in
connection with the execution, delivery or performance hereof shall have been obtained or made,
including receipt of any necessary consents or approvals from the Illinois Commerce Commission.
4.3 Representations and Warranties. The representations and warranties of the Equity Holders set forth in Section 3 shall have
been true and correct in all material respects as of the date hereof and shall be true and correct
in all material respects as of the Closing Date as though made on and as of the Closing Date.
4.4 Underwriting Agreement. The underwriting agreement related to CCIH’s Initial
Public Offering shall have been executed and delivered and all conditions thereunder satisfied or
waived (other than those conditions of a nature only capable of being satisfied at the closing of
the initial public offering), such that the Initial Public Offering closes immediately following
consummation of the transactions described in Section 1.
5. REGISTRATION RIGHTS.
5.1 Certain Definitions. As used in this Agreement, in addition to the terms defined
on Schedule I, the following terms shall have the following respective meanings:
“1934 Act” shall mean the Securities Exchange Act of 1934, as amended.
“CIT Registrable Securities” shall mean the Registrable Securities held by CIT or a
permitted assignee of CIT pursuant to Section 7.6.
“Final Prospectus” has the meaning specified in Section 5.7(d) of this Agreement.
“Holder” shall mean any Equity Holder and any permitted assignee of any Equity Holder
to whom such rights have been duly assigned in accordance with Section 7.6 hereof, in each
case that holds Registrable Securities.
“Initiating Holders” shall mean any of (a) one or more Persons holding 51% of
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the
Providence Registrable Securities, (b) one or more Persons holding 51% of the Spectrum
Registrable Securities and (c) one or more Persons holding 51% of the CIT Registrable
Securities.
“Initial Public Offering” shall have the meaning specified in the Preamble of this
Agreement.
“Person” shall mean an individual corporation, partnership, limited liability company
or partnership, association, trust, joint venture or other entity.
“Providence Registrable Securities” shall mean the Registrable Securities held by
Providence or a permitted assignee of Providence pursuant to Section 7.6.
“Register,” “registered,” and “registration” shall refer to a registration effected by
preparing and filing a registration statement in compliance with the Securities Act, and the
declaration or ordering of effectiveness by the SEC of such registration statement or
document.
“Registrable Securities” as of any particular time shall mean any and all shares of
Common Stock of CCIH held by a Holder; provided, however, that any shares shall cease to be
Registrable Securities at such time as CCIH’s obligations with respect to such shares
pursuant to Sections 5.2, 5.3 and 5.4 hereof terminate pursuant to Section 5.9 hereof.
Registrable Securities shall only be treated as Registrable Securities if and so long as,
they have not been (A) sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction or (B) sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act so that all transfer
restrictions and restrictive legends with respect thereto are removed upon the consummation
of such sale.
“Request Notice” shall have the meaning specified in Section 5.2(b).
“Rule 144” shall mean Rule 144 of the Securities Act.
“SEC” shall mean the United States Securities and Exchange Commission.
“Securities Act” shall mean the Securities Act of 1933, as amended.
“Shelf Registration” shall have the meaning specified in Section 5.4(a).
“Spectrum Registrable Securities” shall mean the Registrable Securities held by
Spectrum or a permitted assignee of Spectrum pursuant to Section 7.6.
“Violation” has the meaning specified in Section 5.7(a) of this Agreement.
5.2 Demand Registration.
(a) Request by Holders. At any time commencing after the six (6) month anniversary of the
closing date of the Initial Public Offering, one or more Initiating Holder(s), may request in
writing that CCIH file and cause to become effective a registration statement
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under the Securities
Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities
held by the applicable Initiating Holder(s) which would result in an aggregate offering price to
the public of not less than $10 million (based on the then current market price of such
Registrable Securities as of the date of such request).
(b) Notice. CCIH shall, within ten (10) days of receipt of any notice under this Section
5.2, notify all Holders of Registrable Securities other than the applicable Initiating Holders of
the receipt of such request (a “Request Notice”) and such other Holders shall be entitled, for a
period of ten (10) days after receipt of such notice from CCIH, to request that CCIH include in
the requested registration all or any portion of their Registrable Securities. Subject to
subsections (c) and (d) below, CCIH shall use its reasonable best efforts to register under the
Securities Act, for sale in accordance with the method of disposition specified in the notice from
the Initiating Holders described in subsection (a) above, as soon as reasonably practicable and in
any event within 30 days, the number of Registrable Securities specified in
such notice and in all notices received by CCIH from other Holders in accordance with this
subsection (b).
(c) Underwriting. If the Initiating Holders intend to distribute the Registrable Securities
covered by their request by means of an underwriting, then they shall so advise CCIH as a part of
their request made pursuant to this Section 5.2 and CCIH shall include such information in the
Request Notice referred to in Section 5.2(b). In such event, the right of any other Holder to
include his Registrable Securities in such registration shall be conditioned upon such Holder’s
agreement to participate in such underwriting and the inclusion of such Holder’s Registrable
Securities in the underwriting to the extent provided herein. All Holders proposing to distribute
their Registrable Securities through such underwriting and CCIH shall enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for such underwriting by
the Initiating Holders holding a majority of the Registrable Securities being registered (which
underwriter or underwriters shall be reasonably acceptable to CCIH). Notwithstanding any other
provision of this Section 5.2, if the underwriter advises the Initiating Holders in writing that
marketing factors require a limitation of the number of shares to be underwritten, then the
Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be
registered and underwritten pursuant hereto, and the number of Registrable Securities that may be
included in the underwriting shall be reduced as required by the underwriters and allocated among
the Holders of Registrable Securities (A) first to the Holders who have requested
inclusion of their Registrable Securities in the registration, on a pro rata basis based on the
number of Registrable Securities requested to be so included by each of them, (B) second
to CCIH, and (C) then, among all other stockholders requesting to participate in such
registration in proportion as nearly as practicable, to the respective amounts of securities which
they had requested to be included in such registration at the time of filing the registration
statement. Any Registrable Securities excluded and withdrawn from such underwriting shall be
withdrawn from the registration.
(d) Limitations on Demand Registration Rights. CCIH shall not be obligated to commence, or
to take any action to effect, any registration pursuant to this Section 5.2:
(i) for a period of six (6) months after CCIH has effected a registration pursuant to
this Section 5.2 and such registration has been declared effective
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by the SEC and remained
effective for the period specified in Section 5.5(a) (measured from such initial effective
date);
(ii) to the extent so required by the underwriters in such offering, three (3) months
following the closing date of any underwritten registered offering of equity securities of
CCIH following the Initial Public Offering (other than registrations on Form S-8 (or
otherwise relating to employee benefit plans), Form S-4 or the like); or
(iii) on behalf of Initiating Holders holding CIT Registrable Securities, Providence
Registrable Securities or Spectrum Registrable Securities, as the case may be, if CCIH has
already effected two such registrations requested by Initiating Holders holding CIT
Registrable Securities, Providence Registrable Securities or Spectrum Registrable
Securities, respectively, pursuant to this Section 5.2; provided that at least seventy-five
percent (75%) of the Registrable Securities requested to be included by such
Initiating Holders in the applicable registrations pursuant to this Section 5.2 have
been actually sold.
(e) Deferral. Notwithstanding anything in this Section 5.2 or Section 5.4, if CCIH shall
furnish to the Holders requesting registration pursuant to this Section 5.2 or Section 5.4 a
certificate signed by an executive officer of CCIH stating that in the good faith judgment of the
Board (i) it would not be in the best interests of CCIH for such registration to be completed
because CCIH at the time is in possession of material nonpublic information that it is not
prepared to publicly disclose, or (ii) it would not be in the best interests of CCIH for such
registration to be completed because such registration would materially interfere with CCIH’s
business or financing plans, CCIH shall have the right to defer the filing of any registration
statement and/or any other action required to complete a registration under Section 5.2 or 5.4
(and/or suspend the effectiveness of the applicable registration statement) for a period of not
more than ninety (90) days after receipt of the request of the Initiating Holders; provided,
however, that CCIH may not utilize this right more than twice in any twelve (12) month period, and
provided further that any such deferral period shall be terminated as soon as reasonably possible.
(f) Expenses. All expenses incurred in connection with any registration pursuant to this
Section 5.2, including, without limitation, all federal and “blue sky” registration, filing and
qualification fees, printer’s and accounting fees, and fees and disbursements of counsel for CCIH
and one counsel for the Holders chosen by the Holders of a majority of Registrable Securities
being included in such registration (but excluding underwriters’ discounts and commissions and
fees relating to shares sold by the Holder), shall be borne by CCIH. Each Holder participating in
a registration pursuant to this Section 5.2 shall bear such Holder’s proportionate share of all
discounts, commissions or other amounts payable to underwriters or brokers in connection with such
offering by the Holders. Any registration begun pursuant to this Section 5.2 may be withdrawn at
the request of the applicable Initiating Holders if the Holders reimburse CCIH for all expenses
incurred in connection with such registration, in which case such registration will not constitute
the use by the applicable Initiating Holders of a demand registration pursuant to this Section
5.2.
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5.3 Piggyback Registrations.
(a) Piggyback Registrations. At any time after the Initial Public Offering, CCIH shall
notify all Holders of Registrable Securities in writing at least twenty (20) days prior to filing
any registration statement under the Securities Act for purposes of effecting a public offering of
common stock of CCIH for cash (other than a registration statement on Form X-0, X-0 or other
limited purpose form) and will afford each such Holder an opportunity to include in such
registration statement all or any part of the Registrable Securities then held by such Holder.
Each Holder desiring to include in any such registration statement all or any part of the
Registrable Securities held by such Holder shall, within ten (10) days after receipt of the
above-described notice from CCIH, so notify CCIH in writing, and in such notice shall inform CCIH
of the number of Registrable Securities such Holder wishes to include in such registration
statement.
(b) Underwriting. If a registration statement under which CCIH gives notice under Section
5.3(a) is for an underwritten offering, then CCIH shall so advise the Holders of
Registrable Securities. In such event, the right of any such Holder to have its Registrable
Securities included in a registration pursuant to this Section 5.3 shall be conditioned upon such
Holder’s participation in such underwriting on the terms agreed to between CCIH and the managing
underwriter and the inclusion of such Holder’s Registrable Securities in the underwriting to the
extent provided herein. All Holders proposing to distribute their Registrable Securities through
such underwriting shall enter into the form of underwriting agreement in customary form with the
managing underwriter or underwriters selected for such underwriting by CCIH. Notwithstanding any
other provision of this Agreement, if the managing underwriter determines in good faith that
marketing factors require a limitation of the number of shares to be underwritten, then the
managing underwriter may exclude shares from the registration and the underwriting, and the number
of shares that may be included in the registration and the underwriting shall be allocated in the
following order of priority (i) in the case of a registration initiated for CCIH’s own account (A)
first, to CCIH, (B) second, to each Holder of Registrable Securities requesting
registration on a pro rata basis based on the number of Registrable Securities requested to be
included in such registration by each of them and (C) third, to any other Person(s)
participating in such registration on a pro rata basis based on the number of securities requested
to be included in such registration by each of them, and (ii) in the case of a registration
initiated by a Person other than CCIH or a Holder exercising “demand” registration rights or the
equivalent (x) first, to the Person or Persons requesting such registration, (y) second, to each
Holder of Registrable Securities requesting registration on a pro rata basis based on the number
of Registrable Securities requested to be included in such
registration by each of them, and (z) third, to CCIH. If any Holder so elects (including any objection to the proposed terms of the
underwriting), such Holder may elect to withdraw therefrom by written notice to CCIH and the
underwriter, delivered at least ten (10) business days prior to the effective date of the
registration statement. Any Registrable Securities excluded or withdrawn from such underwriting
shall be excluded and withdrawn from the registration. No such withdrawal shall relieve any
withdrawing Holder of its obligation to pay the expenses under Section 5.3(d).
(c) Delay or Withdrawal of Registration. CCIH may, without the consent of any Holder, delay,
suspend, abandon or withdraw any registration and any related proposed
11
offering or other
distribution in which any Holder has requested inclusion of such Holder’s Registrable Securities
pursuant to this Section 5.3, provided, that, subject to the other terms and conditions of this
Agreement, such Holder shall be entitled to continue such registration as a demand registration
pursuant to Section 5.2 following any such withdrawal by CCIH to the extent that such registration
by any Holder(s) making such election would otherwise satisfy the requirements of Section 5.2 (and
the other Holders are given the further opportunity to participate in such registration in the
manner contemplated by Section 5.2(b)). Any Holder may elect to withdraw its respective
Registrable Securities from inclusion in a registration pursuant to this Section 5.3, at any time
prior to five (5) business days prior to the then anticipated effective date of the applicable
registration statement.
(d) Expenses. All expenses incurred in connection with a registration pursuant to this
Section 5.3 (excluding underwriters’ and brokers’ discounts and commissions and fees relating to
shares sold by the Holders and legal fees of counsel for the Holders), including, without
limitation, all federal and “blue sky” registration, filing and qualification fees, printer’s and
accounting fees, and fees and disbursements of counsel for CCIH, shall be borne by CCIH.
(e) Not Demand Registration. Except as contemplated by Section 5.3(c), participation in a
registration pursuant to this Section 5.3 shall not be deemed to be a demand registration as
described in Section 5.2 above.
(f) Number of Piggyback Registrations. Except as otherwise provided herein, there shall be
no limit on the number of times the Holders may request to participate in a registration initiated
by CCIH under this Section 5.3.
5.4 Shelf Registration.
(a) Request for Shelf Registration. Subject to the limitations set forth below, each holder
of Registrable Securities shall have the right to request CCIH to register their Registrable
Securities by filing a registration under the Securities Act which provides for the sale by the
requesting Holders of their Registrable Securities from time to time under the Securities Act on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act (each, a “Shelf
Registration”). A request pursuant to this Section 5.4(a) shall be in writing and shall state the
number of shares of Registrable Securities that such Holder wishes to sell. Holders shall not be
entitled to utilize a Shelf Registration for an underwritten offering of Registrable Securities.
(b) Notice. CCIH shall, within ten (10) days of receipt of any notice under this Section
5.4(a), notify all Holders of Registrable Securities of the receipt of such request and such other
Holders shall be entitled, for a period of ten (10) days after receipt of such notice from CCIH,
to request that CCIH include in the requested registration all or any portion of their Registrable
Securities. Subject to subsections (c) and (d) below, CCIH shall use its reasonable best efforts
to register under the Securities Act, for sale by the Holders, as soon as reasonably practicable
and in any event within 30 days, the number of Registrable Securities specified in such notice and
in all notices received by CCIH from other Holders in accordance with this subsection (b).
12
(c) Limitations on Shelf Registration Rights. CCIH shall not be obligated to commence, or to
take any action to effect, a Shelf Registration pursuant to this Section 5.4:
(i) prior to ninety (90) days following the effective date of a registration in which
the applicable Holder(s) had the opportunity to participate pursuant to Section 5.2, 5.3 or
5.4, provided that CCIH shall use its commercially reasonable efforts to achieve such
effectiveness promptly following such ninety (90) day period;
(ii) to effect more than two registrations pursuant to this Section 5.4 within any
12-month period;
(iii) unless the Holder or Holders requesting such Shelf Registration propose to
dispose of Registrable Securities having an aggregate disposition price (after deduction of
underwriting discounts) of at least $5 million;
(iv) if CCIH elects to defer a Shelf Registration pursuant to Section 5.2(e); or
(v) unless at such time, CCIH is eligible to utilize Form S-3 in connection with any
such Shelf Registration; provided, however, that CCIH shall be obligated to effect no more
than one Shelf Registration on Form S-1 following the Initial Public Offering and prior to
the time that CCIH becomes eligible to utilize Form S-3.
(d) Duration. CCIH shall not be required to maintain and keep any such Shelf Registration
effective for a period exceeding 180 days from the effective date thereof, or until the
distribution described in the Registration Statement has been completed, whichever is shorter.
Any registration under this Section 5.4 will not be counted as a demand registration under Section
5.2 above.
(e) Expenses. All expenses incurred in connection with a registration pursuant to this
Section 5.4 (excluding underwriter’s and broker’s discounts and commissions and fees relating to
shares sold by the Holders and legal fees of counsel for the Holders), including, without
limitation, all federal and “blue sky” registration, filing and qualification fees, printer’s and
accounting fees, and fees and disbursements of counsel for CCIH, shall be borne by CCIH.
5.5 Obligations of CCIH. Subject to Section 5.2(e), whenever required under this
Section 5 to effect the registration of any Registrable Securities, CCIH shall use its reasonable
best efforts to, as expeditiously as reasonably possible:
(a) Registration Statement. Prepare and file with the SEC a registration statement on a form
for which it is eligible with respect to such Registrable Securities and use its reasonable best
efforts to cause such registration statement to become effective and to keep such registration
statement effective for a period of up to ninety (90) days (or one hundred eighty (180) days in
the case of a Shelf Registration) or until the distribution contemplated in the Registration
Statement has been completed, whichever is shorter; provided, however, that such period shall be
extended for a period of time equal to the period the Holder refrains from selling any securities
included in such registration at the request of CCIH pursuant to Section 5.2(e). Copies of any
correspondence to or from the SEC shall be given to each Holder
13
holding securities included in the
registration statement promptly upon delivery or receipt by CCIH.
(b) Amendments and Supplements. Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such registration statement.
(c) Prospectus. Furnish to the Holders such numbers of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities Act, and such other
documents as they may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.
(d) Blue Sky. Use its commercially reasonable efforts to register and qualify the securities
covered by such registration statement under such other securities or blue sky laws of such
jurisdictions as shall be reasonably requested by the Holders; provided, that CCIH shall not be
required in connection therewith or as a condition thereto to qualify to do business or to file or
execute a general consent to service of process in any such states or jurisdictions.
(e) Underwriting. In the event of any underwritten public offering, enter into and perform
its obligations under an underwriting agreement, in usual and customary form, with the managing
underwriter of such offering.
(f) Notification. (i) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is required to be delivered
under the Securities Act of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances then existing; provided
that upon such notification by the Company each Holder of such Registrable Securities will not
offer or sell such Registrable Securities until the Company has notified such Holder that it has
prepared a supplement or amendment to such prospectus and delivered copies of such supplement or
amendment to such Holder and (ii) promptly prepare a post effect amendment to the applicable
registration statement or an amendment or supplement to the related prospectus or file any other
required document so that, as thereafter delivered to the Holders, the prospectus will not include
an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light of the
circumstances then existing. In such circumstance, the period of effectiveness of the applicable
registration statement under Section 5.5(a) or any other provision of this Agreement shall
extended by the number of days from and including the date of such notice to the Holders, to and
including the date on which the Holders receive copies of such amended or supplemented prospectus.
(g) Opinion and Comfort Letters. Furnish, at the request of any Holder requesting
registration of Registrable Securities, on the date that such Registrable Securities are delivered
to the underwriters for sale, if such securities are being sold through underwriters, or, if such
securities are not being sold through underwriters, on the date that the registration
14
statement
with respect to such securities becomes effective, (i) an opinion, dated as of such date, of
counsel representing CCIH for the purpose of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to the Holders requesting registration of Registrable Securities and
(ii) a “comfort” letter dated as of such date, from the independent certified public accountants
of CCIH, in form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering and reasonably satisfactory to the Holders of a
majority of the Registrable Securities being registered, addressed to the underwriters, if any,
and to the Holders requesting registration of Registrable Securities.
(h) Transfer Agent and CUSIP Number. Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration.
(i) Participation. In connection with any underwritten offering, participate, to the extent
reasonably requested by the managing underwriter or underwriters for the offering, in customary
efforts to sell the Registrable Securities in connection with such offering, including, without
limitation, participating in “road shows.”
5.6 Furnish Information. It shall be a condition precedent to the obligations of CCIH
to take any action pursuant to Sections 5.2, and 5.3 and 5.4 that the selling Holders shall furnish
to CCIH such information regarding themselves, the Registrable Securities held by them, and the
intended method of disposition of such securities as CCIH shall reasonably request and as shall be
required to timely effect the registration of their Registrable Securities.
5.7 Indemnification. In the event any Registrable Securities are included in a
registration statement under this Section 5:
(a) By CCIH. To the extent permitted by law, CCIH will indemnify and hold harmless each
selling Holder, any underwriter (as defined in the Securities Act) for such Holder and each
Person, if any, who controls such Holder or underwriter, and any partner, director or officer of
such Holder, underwriter or controlling Person, within the meaning of Section 15 of the Securities
Act or Section 20 of the 1934 Act, against any losses, claims, damages or liabilities (joint or
several) to which they may become subject under the Securities Act, or the 1934 Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements, omissions or
violations (each, a “Violation”): (i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any preliminary prospectus or
final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or
alleged omission to state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged violation by CCIH of
the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the 1934 Act or any state securities law; and CCIH will reimburse to
each such Holder, underwriter or controlling Person, as incurred, any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity agreement contained in this
subsection 5.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected
15
without the consent of CCIH (which consent
shall not be unreasonably withheld or delayed), nor shall CCIH be liable in any such case for any
such loss, claim, damage, liability or action to the extent that it arises out of, or is based
upon, a Violation which occurs in reliance upon and in conformity with written information
furnished by a Holder expressly for use in connection with such registration or if a Holder sells
Registrable Securities after the Company delivers a notice of a Violation pursuant to Section
5.5(f) and before the Company has notified such Holder that it has prepared a supplement or
amendment to the Prospectus relating to such Violation and delivered copies of such supplement or
amendment to such Holder.
(b) By Selling Holders. To the extent permitted by law, each selling Holder will indemnify
and hold harmless CCIH, each of its directors, each of its officers who has signed the
registration statement, each Person, if any, who controls CCIH within the meaning of Section 15 of
the Securities Act, any underwriter, any other Holder selling securities in such registration
statement and any controlling Person of any such underwriter or other Holder, against any losses,
claims, damages or liabilities (joint or several) to which any of the foregoing Persons may become
subject, under the Securities Act, or the 1934 Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based
upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished by such Holder expressly for
use in connection with such registration; and such Holder will reimburse, as incurred, any legal
or other expenses reasonably incurred by any Person intended to be indemnified pursuant to this
subsection 5.7(b), in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained in this subsection
5.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Holder, which consent shall not
be unreasonably withheld; provided that, in no event shall any indemnity under this subsection
5.7(b) exceed the net proceeds from the offering received by such Holder.
(c) Notice. Promptly after receipt by an indemnified party under this Section 5.7 of notice
of the commencement of any action (including any governmental action), such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party under this
Section 5.7, deliver to the indemnifying party a written notice of the commencement thereof and
the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the indemnified party and the indemnifying
party; provided, however, that an indemnified party (together with all other indemnified parties
which may be represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the indemnifying party would
be inappropriate due to actual or potential conflicts of interests between such indemnified party
and any other party represented by such counsel in such proceeding (as determined in good faith by
the indemnified and indemnifying parties). The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 5.7, but the omission so to deliver written
notice to the indemnifying party will not
16
relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 5.7.
(d) Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of CCIH and
selling Holders are subject to the condition that, insofar as they relate to any Violation made in
a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC
at the time the registration statement in question becomes effective or the amended prospectus
filed with the SEC pursuant to SEC Rule 424(b) (the “Final Prospectus”), such indemnity agreement
shall not inure to the benefit of any Person if a
copy of the Final Prospectus was timely furnished to the indemnified party and was not
furnished to the Person asserting the loss, liability, claim or damage at or prior to the time
such action is required by the Securities Act.
(e) Contribution. If the indemnification provided for in this Section 5.7 is held by a court
of competent jurisdiction to be unavailable to an indemnified party with respect to any loss,
claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such
indemnified party thereunder, shall, to the extent permitted by applicable law, contribute to the
amount paid or payable by such indemnified party as a result of such loss, claim, damage or
expense in such proposition as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection with the statements
or omissions that resulted in such loss, claim, damage or expense, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party, on the one hand, and of
the indemnified party, on the other hand, shall be determined by a court of law by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the indemnifying party, on
the one hand, or by the indemnified party, on the other hand, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission;
provided that in no event shall any contribution by a Holder hereunder exceed the net proceeds
from the offering received by such Holder. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.
(f) Underwriting Agreement Controlling. Notwithstanding the foregoing, to the extent that
the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with an underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall control.
(g) Survival. The obligations of CCIH and Holders under this Section 5.7 shall survive the
completion of any offering of Registrable Securities in a registration statement and the
termination of this Agreement.
(h) Consent to Judgment; Settlement. No indemnifying party, in the defense of any such claim
or litigation, shall, except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from all liability in
respect of such claim or litigation.
17
5.8 Additional Parties. Without the prior written consent of the Holders holding a
majority of the Registrable Securities then outstanding, CCIH covenants and agrees that it shall
not grant, or cause or permit to be created, for the benefit of any Person, any registration rights
of any kind (whether similar to the demand or “piggyback” registration rights described in this
Section 5, or otherwise) relating to shares of CCIH’s Common Stock that are inconsistent with or
superior to the rights granted to the Holders hereunder. Notwithstanding anything to the contrary
contained herein, any holder of Common Stock of CCIH, or any securities convertible into,
exercisable or exchangeable for
Common Stock of CCIH, may, upon agreement of CCIH, become a party to this Agreement and shall
be deemed a Holder hereunder by executing and delivering to CCIH a counterpart signature page to
this Agreement, subject to the consent of CCIH and the Holders of a majority of the Registrable
Securities.
5.9 Termination of Registration Rights. No Holder shall be entitled to exercise any
registration right provided for in this Section 5 during such time as all Registrable Securities
held by such Holder may be sold by such Holder under paragraph (k) of Rule 144.
5.10 Rule 144 Reporting. With a view to making available to the Holders the benefits
of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities
to the public without registration, CCIH agrees to use its commercially reasonable efforts to:
(a) make and keep public information available regarding CCIH, as those terms are understood
and defined in Rule 144 or any similar or analogous rule promulgated under the Securities Act, at
all times after the effective date of the Initial Public Offering;
(b) file with the SEC, in a timely manner, all reports and other documents required of CCIH
under the 1934 Act;
(c) so long as a Holder owns any Registrable Securities, furnish to any Holder forthwith upon
request: a written statement by CCIH as to its compliance with the reporting requirements of said
Rule 144 and of the 1934 Act (at any time after it has become subject to such reporting
requirements), a copy of the most recent annual or quarterly report of CCIH; and such other
reports and documents as a Holder may reasonably request in availing itself of any rule or
regulation of the SEC allowing it to sell any such securities without registration; and
(d) the Company shall use its reasonable best efforts to qualify for registration on Form S-3
and maintain such qualification for registration.
5.11 “Market Stand-Off” Agreement. Each Holder hereby agrees, if requested by CCIH
and any underwriter in connection with any public offering of equity securities of CCIH, not to
sell, contract to sell, grant an option to purchase, pledge, hedge or otherwise transfer or dispose
of any Registrable Securities (or any notional or economic interest therein) held by such Holder
(other than those included in the applicable registration) for a period specified by the
representative of the underwriters for such offering not to exceed (i) one hundred eighty (180)
days following the effective date of the Initial Public Offering or (ii) thirty (30) days prior to
or ninety (90) days following any other underwritten offering of CCIH equity securities. Each
Holder agrees to execute and deliver such other agreements as may be reasonably requested by CCIH
or the underwriter which are consistent with the foregoing or which are necessary or
18
appropriate to
give further effect thereto. CCIH may impose stop-transfer instructions with respect to the shares
(or securities) subject to the foregoing restriction until the end of such 180-day or 120-day
period, as applicable.
6. IPO ALLOCATION;TERMINATION
6.1 IPO Allocation. The Equity Holders agree that in connection with the Initial
Public Offering and subject to the terms of that certain Underwriting
Agreement, dated July 21,
2005 with Credit Suisse First Boston LLC and Citigroup Global Markets, Inc. (the “Underwriting
Agreement”), (i) Spectrum will be entitled to include 6,444,444 of their shares of Common Stock of
CCIH in the shares to be sold by the selling stockholders in the Initial Public Offering, and (ii)
Providence will be entitled to sell 3,222,222 of the remaining shares of Common Stock of CCIH to be
sold by the selling stockholders in the Initial Public Offering. In the event that the applicable
underwriters exercise their overallotment option to purchase additional shares in the Initial
Public Offering, (i) Spectrum and Providence will be entitled to sell, on a pro rata basis,
1,120,316 shares and 560,158 shares, respectively, of Common Stock of CCIH sold upon exercise of
the underwriters’ overallotment option, (ii) following the sale of Common Stock of CCIH by
Providence and Spectrum, Management will be entitled to sell, on a pro rata basis, 83,978 of their
vested shares of restricted Common Stock outstanding under the Homebase LLC Restricted Share Plan
sold upon the exercise of the underwriters’ overallotment option; and (iii) following the sale of
Common Stock of CCIH by Providence, Spectrum and Management, CIT will be entitled to sell the
585,548 shares of Common Stock of CCIH sold upon exercise of the underwriters’ overallotment
option.
6.2 Termination. This Agreement shall terminate and the transactions contemplated
hereby abandoned in the event that the Underwriting Agreement is terminated.
7. MISCELLANEOUS.
7.1 Governing Law. This agreement shall be construed in accordance with and governed
by the laws of the state of Delaware (without giving effect to any conflicts or choice of laws
provisions that would cause the application of the domestic substantive laws of any other
jurisdiction). None of the parties hereto has agreed with or represented to any other party that
the provisions of this section will not be fully enforced in all instances.
7.2 Waiver of Jury Trial. Each of the parties hereto hereby voluntarily and
irrevocably waives trial by jury in any action or other proceeding brought in connection with this
agreement or any of the transactions contemplated hereby.
7.3 Consent to the Exclusive Jurisdiction of the Courts of Delaware.
(a) Each of the parties hereto hereby consents to the exclusive jurisdiction of the courts of
the state of Delaware and the united states district court for the district of Delaware, as well
as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the
purpose of any suit, action or other proceeding arising out of, or in connection with, this
agreement or any of the transactions contemplated hereby or thereby.
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(b) Each party hereby expressly waives any and all rights to bring any suit, action or other
proceeding in or before any court or tribunal other than the courts of the state of Delaware and
covenants that such party shall not seek in any manner to resolve any dispute other than as set
forth herein or to challenge or set aside any decision, award or judgment obtained in accordance
with the provisions hereof.
(c) Each of the parties hereto hereby expressly waives any and all objections such party may
have to venue, including, without limitation, the inconvenience of such forum, in any of such
courts. In addition, each of the parties’ consents to the service of process by personal service
or any manner in which notices may be delivered hereunder in accordance with section 7.7.
7.4 Further Assurances. Each of the parties hereto agrees to use its commercially
reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws to consummate and make effective the
transactions contemplated by this Agreement.
7.5 Survival. The representations, warranties, covenants and agreements made herein
shall survive the closings of the transactions contemplated hereby.
7.6 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto. No party may assign this Agreement or any rights, remedies and entitlements
under this Agreement except a party may assign its rights under Section 5: (i) to an Affiliate of
such party upon the transfer of at least 50% of Registrable Securities held by such party; (ii) in
the case of CIT, in connection with an assignment of Registrable Securities to a Xxxxxxx Affiliate;
or (iii) to the partners, members, stockholders or other direct or indirect holders of equity
interests in such Holder in connection with a distribution of Registrable Securities by the
applicable Holder; provided, however, that no such assignment shall be effective unless (i) the
transferee shall be required, as a condition to such transfer, to agree to be bound by the terms of
this Agreement and, (ii) CCIH is given written notice at the time of the assignment, or within a
reasonable time after such assignment, stating the name and address of said transferee and
identifying the Registrable Securities that are being assigned.
7.7 Entire Agreement; Amendment. This Agreement and the other documents delivered
pursuant hereto constitute the full and entire understanding and agreement among the parties with
regard to the subjects hereof and thereof. Neither this Agreement nor any term hereof may be
amended, waived, discharged or terminated orally, but only by a written instrument signed by the
holders of at least a majority of the CIT Registrable Securities, Spectrum Registrable Securities,
Providence Registrable Securities and a majority of the Common Stock held by Management and a
representative of CCIH so authorized by its Board.
7.8 Notices. All demands, notices, requests, consents and other communications
required or permitted under this Agreement, shall be in writing and shall be personally delivered
or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized
in this Section), commercial (including FedEx) or U.S. Postal Service overnight delivery service,
or, deposited with the U.S. Postal Service mailed first class, registered or certified mail,
postage prepaid, as set forth below:
20
If to CCIH, addressed to:
000 Xxxxx 00xx Xxxxxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
If to any Original Investor at its address set forth on Schedule II hereto and with
respect to any other party, at the address maintained in CCIH’s records for such party.
Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom
such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday,
Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent
if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. U.S. Eastern Time and,
if sent after 5:00 p.m. U.S. Eastern Time, on the day (other than a Saturday, Sunday or legal
holiday in the jurisdiction to which such notice is directed) after which such notice is sent;
(iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction
to which such notice is directed) following the day the same is deposited with the commercial
carrier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a
Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following
deposit thereof with the U.S. Postal Service as aforesaid. Each party, by notice duly given in
accordance therewith may specify a different address for the giving of any notice hereunder.
7.9 Delays or Omissions; Remedies Cumulative. No delay or omission to exercise any
right, power or remedy accruing to any party, upon any breach or default under this Agreement,
shall impair any such right, power or remedy of such party or be construed to be a waiver of any
such breach or default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of
any other breach or default theretofore or thereafter occurring. All of a party’s remedies, either
under this Agreement, or by law or otherwise afforded to such party, shall be cumulative and not
alternative.
7.10 Agent’s Fees. Each party (i) represents and warrants that it has retained no
finder or broker in connection with the transactions contemplated by this Agreement and (ii) hereby
agrees to indemnify and to hold the other parties harmless of and from any liability for
commissions or compensation in the nature of an agent’s, finder’s or broker’s fee to any broker or
other person or firm (and the cost and expenses of defending against such liability or asserted
liability) for which said party is responsible.
7.11 Construction of Certain Terms. The titles of the articles, sections, and
subsections of this Agreement are for convenience of reference only and are not to be considered in
construing this Agreement. Wherever the words “including,” “include” or “includes” are used in
this Agreement, they shall be deemed followed by the words “without limitation.” References to any
gender shall be deemed to mean any gender.
7.12 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one instrument.
21
7.13 Legends. In addition to any legends required by the Securities Act or any
applicable state securities laws, CCIH shall place the following legends on the front or back of
each certificate evidencing ownership of Common Stock of CCIH not to be sold in the Initial Public
Offering:
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH
ACT, OR, EXCEPT AS OTHERWISE AGREED BY CCIH, UNLESS THE CORPORATION HAS
RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO
THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”
7.14 Remedies Cumulative; Waiver. No remedy referred to herein or in any exhibit
hereto is intended to be exclusive, but each shall be cumulative and in addition to any other
remedy referred to above or otherwise available at law or in equity. No express or implied waiver
of any default shall be a waiver of any future or subsequent default. The failure or delay in
exercising any rights granted to them hereunder shall not constitute a waiver of any such right and
any single or partial exercise of any particular right shall not exhaust the same or constitute a
waiver of any other right provided herein.
7.15 Timely Performance. Time is of the essence as to the performance of the
obligations required of the respective parties under this Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
22
[SIGNATURES TO REORGANIZATION AGREEMENT]
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and
year first above written.
| CONSOLIDATED COMMUNICATIONS ILLINOIS HOLDINGS, INC. | ||||||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||||||
| Printed Name: Xxxxxx X. Xxxxxxx | ||||||||
| Title: Secretary and Treasurer | ||||||||
| CONSOLIDATED COMMUNICATIONS TEXAS HOLDINGS, INC. | ||||||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||||||
| Printed Name: Xxxxxx X. Xxxxxxx | ||||||||
| Title: Secretary and Treasurer | ||||||||
| HOMEBASE ACQUISITION, LLC | ||||||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||||||
| Printed Name: Xxxxxx X. Xxxxxxx | ||||||||
| Title: Authorized Signatory | ||||||||
| SPECTRUM EQUITY INVESTORS IV, L.P. | ||||||||
| By: | Spectrum Equity Associates IV, L.P. | |||||||
| Its General Partner | ||||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||||
| Xxxxx X. Xxxxxx | ||||||||
| Its General Partner | ||||||||
23
[SIGNATURES TO REORGANIZATION AGREEMENT]
| SPECTRUM EQUITY INVESTORS PARALLEL IV, L.P. | ||||
| By: | Spectrum Equity Associates IV, L.P. | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Xxxxx X. Xxxxxx | ||||
| Its General Partner | ||||
| SPECTRUM IV INVESTMENT MANAGERS’ FUND, L.P. | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Xxxxx X. Xxxxxx | ||||
| Its General Partner | ||||
| SPECTRUM EQUITY INVESTORS III, L.P. | ||||
| By: | Spectrum Equity Associates III, L.P. | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Xxxxx X. Xxxxxx | ||||
| Its General Partner | ||||
| SEI III ENTREPRENEURS’ FUND, L.P. | ||||
| By: | SEI III Entrepreneurs’ LLC | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Xxxxx X. Xxxxxx | ||||
| Its Member | ||||
[SIGNATURES TO REORGANIZATION AGREEMENT]
| SPECTRUM III INVESTMENT MANAGERS’ FUND, L.P. | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Xxxxx X. Xxxxxx | ||||
| Its General Partner | ||||
| PROVIDENCE EQUITY PARTNERS IV, L.P. | ||||
| By: | Providence Equity XX XX LP, its General Partner | |||
| By: | Providence Equity Partners IV L.L.C., its general partner | |||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Title: Managing Director | ||||
| PROVIDENCE EQUITY OPERATING PARTNERS IV, L.P. | ||||
| By: | Providence Equity XX XX LP, its General Partner | |||
| By: | Providence Equity Partners IV L.L.C., its general partner | |||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Title: Managing Director | ||||
| CENTRAL ILLINOIS TELEPHONE, LLC | ||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Xxxxxxx Xxxxxxx, Manager | ||||
[SIGNATURES TO REORGANIZATION AGREEMENT]
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Xxxxxx X. Xxxxxx | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Xxxxxx X. Xxxxxx | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Xxxxxx X. Xxxxxx | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Xxxxxx X. Xxxxxxxx | ||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Xxxxx X. Xxxx | ||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Xxxxx X. Xxxxxxx | ||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Xxxxxxx X. Xxxxx | ||||
| By: | /s/ Xxxxxxxx X. Xxxxx | |||
| Xxxxxxxx X. Xxxxx |
[SIGNATURES TO REORGANIZATION AGREEMENT]
| By: | /s/ Xxxx X. Xxxx | |||
| Xxxx X. Xxxx | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| By: | /s/ Xxxx X. Patrem | |||
| Xxxx X. Patrem | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Xxxxxx X. Xxxxx | ||||
| By: | /s/ Xxxxxxx XxxXxxx | |||
| Xxxxxxx XxxXxxx | ||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Xxxxxxx X. Xxxxx | ||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Xxxx X. Xxxxx | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Xxxxxx X. Xxxxxx | ||||
| By: | /s/ Xxxxx X. XxXxxxxx | |||
| Xxxxx X. XxXxxxxx | ||||
List of Schedules
I
|
Defined Terms | |
II
|
Schedule of Equity Holders of Homebase LLC | |
III
|
CCIH Stock Ownership Table |
SCHEDULE I
DEFINED TERMS
“1934 Act” shall mean the Securities Exchange Act of 1934, as amended.
“Restricted Share Plan” shall mean that certain Homebase Acquisition, LLC 2003
Restricted Share Plan, as same shall be amended effective one day immediately prior to the
merger of Homebase with and into CCIH pursuant to the Consolidated Communications Holdings,
Inc. Restricted Share Plan.
“Affiliate” means with respect to any Person, any other Person that directly or
indirectly controls, or is under common control with, or is controlled by, such Person and,
if such Person is an individual, any member of the Family Group of such individual and any
trust whose principal beneficiary is such individual or one or more members of the Family
Group of such individual and any Person who is controlled by any such member or trust. As
used in this definition, “control”, including, its correlative meanings, “controlled by” and
“under common control with”, shall mean possession, directly or indirectly, of power to
direct or cause the direction of management or policies (whether through ownership of voting
securities or partnership or other ownership interests, by contract or otherwise).
“Agreement” shall have the meaning specified in Preamble.
“Board” shall mean the Board of Directors of CCIH.
“CCIH” shall have the meaning specified in Preamble.
“CCTH” shall have the meaning specified in Preamble.
“Charter Amendment” shall have the meaning specified in Section 1.1.
“Class A Common Shares of Homebase LLC” shall mean the Class A Common Shares of
Homebase LLC issued in connection with the recapitalization of Homebase LLC described in
Section 1.3.
“Class A Common Stock” shall mean the Class A Common Stock of CCIH, par value $.01,
authorized pursuant to the Charter Amendment of CCIH, and any other securities into which or
for which any of the Class A Common Stock of CCIH may be converted or exchanged pursuant to
a plan of recapitalization, reorganization, merger, consolidation, sale of assets or other
similar transaction.
“Class A Liquidation Preference” shall have the meaning specified in the Homebase LLC
Agreement.
“Class A Preferred Shares of Homebase LLC” shall mean the Class A Preferred Shares as
defined in the Homebase LLC Agreement.
“Class B-1 Common Shares of Homebase LLC” shall mean the Class B-1 Common Shares of
Homebase LLC issued in connection with the recapitalization of Homebase LLC described in
Section 1.3.
“Class B-2 Common Shares of Homebase LLC” shall mean the Class B-2 Common Shares of
Homebase LLC issued in connection with the recapitalization of Homebase LLC described in
Section 1.3.
“Class B Common Stock” shall mean the Class B Common Stock of CCIH, par value $.01,
authorized pursuant to the Charter Amendment of CCIH, and any other securities into which or
for which any of the Class B Common Stock of CCIH may be converted or exchanged pursuant to
a plan of recapitalization, reorganization, merger, consolidation, sale of assets or other
similar transaction.
“Closing” shall have the meaning specified in Section 2.1.
“Closing Date” shall have the meaning specified in Section 2.1.
“Code” shall have the meaning specified in Section 1.5.
“Common Shares of Homebase LLC” shall mean the Common Shares as defined in the Homebase
LLC Agreement.
“Common Stock” shall mean (i) CCIH’s common stock, par value $.01 per share, (ii) any
other common stock of CCIH and (iii) any other securities into which or for which any of the
securities described in (i) or (ii) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, consolidation, sale of assets or other similar
transaction.
“DGCL” shall have the meaning specified in Section 1.2.
“Equity Holder(s)” shall have the meaning specified in Preamble.
“Family Group” shall mean as to any individual, such individual’s descendants (whether
natural or adopted), such individual’s siblings, such individual’s sibling’s descendants,
such individual’s spouse, such individual’s spouse’s descendants (whether natural or
adopted), or any trust, limited partnership, limited liability company or other entity
established for the primary benefit of any of the foregoing persons (whether natural or
adopted) for estate planning purposes.
“Governmental Entity” shall mean any federal, state or local or foreign government, any
political subdivision thereof or any court, administrative or regulatory agency, department,
instrumentality, body or commission or other governmental authority or agency, domestic or
foreign.
“Homebase LLC” shall have the meaning specified in Preamble.
“Homebase LLC Agreement” shall have the meaning specified in Section 1.3.
2
“Initial Public Offering” shall have the meaning specified in Recitals.
“IPO Price” means $13.00 per share.
“Liens” shall mean all mortgages, liens, pledges, security interests charges, claims,
restrictions and encumbrances of any nature whatsoever.
“LLC Certificate” shall have the meaning specified in Section 2.3.
“Xxxxxxx Affiliate” shall mean (a) Xxxxxxx X. Xxxxxxx or one of his immediate family
members; (b) any corporation, partnership, limited liability company or other entity more
than 50% of the voting equity interests of which are owned directly or indirectly by Xxxxxxx
X. Xxxxxxx or one or more of his immediate family members and which is controlled directly
or indirectly by Xxxxxxx X. Xxxxxxx and/or one or more of his immediate family members; (c)
any trust (including a voting trust) which is more than 50% for the benefit of Xxxxxxx X.
Xxxxxxx and/or one or more of his immediate family members and controlled directly or
indirectly by Xxxxxxx X. Xxxxxxx and/or one or more of his immediate family members, or (d)
the estate of Xxxxxxx X. Xxxxxxx or one of his immediate family members until such time as
the property of such estate is distributed in accordance with the applicable will or
applicable law. For purposes of this definition “control” of a trust, corporation,
partnership, limited liability company or other entity means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of
the trust, corporation, partnership, limited liability company or other entity, whether
through the ownership of voting securities, by agreement or otherwise and, in the case of a
trust, “control” shall also include the ability to make investment decisions for the trust
or to appoint and remove the person or entity that makes investment decisions for the trust.
For purposes of this definition, “immediate family member” means (a) any lineal descendant
of Xxxxxxx Xxxxxxx Xxxxxxx or Xxxx Xxxxx Xxxxxxx, parents of Xxxxxxx X. Xxxxxxx, and (b) the
spouse of any such lineal descendant (parentage and descent in each case to include adoptive
and step relationships).
“Management” shall have the meaning specified in the Preamble.
“Mergers” shall have the meaning specified in Recitals.
“Providence” shall have the meaning specified in Preamble.
“Securities Act” shall mean the Securities Act of 1933, as amended.
“Spectrum” shall have the meaning specified in Preamble.
“Underwriting Agreement” shall have the meaning specified in Section 6.1.
3
SCHEDULE II
SCHEDULE OF EQUITY HOLDERS OF HOMEBASE LLC
SCHEDULE II
| Common Shares held | ||||||||||
| immediately prior | Class A Preferred Shares | |||||||||
| to the | held immediately prior | |||||||||
| Investor Members | Reorganization | to the Reorganization | ||||||||
A.
|
Central Illinois Telephone, LLC c/o Homebase Acquisition, LLC X.X. Xxx 0000 Xxxxxxx, XX 00000 Fax: (000) 000-0000 |
3,000,000 | 58,677.9039 | |||||||
B.
|
Spectrum Equity Investors IV, L.P. Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxx Fax: (000) 000-0000 |
2,702,563 | 52,860.23911 | |||||||
| Spectrum IV Investment Managers’ Fund, L.P. Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxx Fax: (000) 000-0000 |
32,183 | 629.48071 | ||||||||
| Spectrum Equity Investors Parallel IV, L.P. Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxx Fax: (000) 000-0000 |
15,954 | 312.05027 | ||||||||
| Spectrum Equity Investors III, LP Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxx Fax: (000) 000-0000 |
239,328 | 4,681.08845 | ||||||||
| SEI III Entrepreneurs’ Fund, L.P. Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxx Fax: (000) 000-0000 |
7,479 | 146.28401 | ||||||||
| Spectrum III Investment Managers’ Fund, L.P. Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxx Fax: (000) 000-0000 |
2,493 | 48.76135 | ||||||||
| Common Shares held | ||||||||||
| immediately prior | Class A Preferred Shares | |||||||||
| to the | held immediately prior | |||||||||
| Investor Members | Reorganization | to the Reorganization | ||||||||
C.
|
Providence Equity Partners IV, L.P. c/o Providence Equity Partners, Inc. 00 Xxxxxxx Xxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxxx Fax: (000) 000-0000 |
2,990,355 | 58,489.25446 | |||||||
| Providence Equity Operating Partners IV, L.P. c/o Providence Equity Partners, Inc. 00 Xxxxxxx Xxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxxx Fax: (000) 000-0000 |
9,645 | 188.64944 | ||||||||
D.
|
Xxxxxx X. Xxxxxx 0000 X.X. Xxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 |
300,000 | ||||||||
| Xxxxxx X. Xxxxxx 00000 X. Xxxxxx Xxxx 000 X Xxxxxxxxxx, XX 00000 |
100,000 | |||||||||
| Xxxxxx X. Xxxxxx 0000 Xxxx Xxxx Xxxx Xx. Xxxxx, XX 00000 |
100,000 | |||||||||
| Xxxxxx X. Xxxxxxxx 0 Xxxxxxxxxx Xxxxxxxxxx, XX 00000 |
100,000 | |||||||||
| Xxxxx X. Xxxxx 000 X. Xxxxxxxx Xxx. Xxxxxxxxxx, XX 00000 |
62,500 | |||||||||
| Xxxxx X. Xxxx
000 X. Xxxxxx Xxxx 0000 X. Xxxxxxx, XX 00000 |
50,000 | |||||||||
| Xxxxx X. Xxxxxxx 0000 Xxxx Xxx Xxxx Xxxxxx, XX 00000 |
50,000 | |||||||||
| Xxxxxxx X. Xxxxx 000 Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 |
50,000 | |||||||||
2
| Common Shares held | ||||||||
| immediately prior | Class A Preferred Shares | |||||||
| to the | held immediately prior | |||||||
| Investor Members | Reorganization | to the Reorganization | ||||||
| Xxxxxxxx X. Xxxxx 0000 X. Xxxxxx Xxxx 0000 X. Xxxxxxxxxx, XX 00000 |
25,000 | |||||||
| Xxxx X. Xxxx 000 Xxxxxxx Xxxx Xxxxxxx, XX 00000 |
25,000 | |||||||
| Xxxxxx X. Xxxxxxx 00 X. Xxxxxxx Xxxx Xxxx Xxxxxxx, XX 00000 |
25,000 | |||||||
| Xxxx X. Patrem 00 Xx. Xxxxxxx Xxxxx Xxxxxxx, XX 00000 |
12,500 | |||||||
| Xxxxxx X. Xxxxx 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 |
12,500 | |||||||
| Xxxxxxx XxxXxxx 000 Xxxxxxx Xxxx Xxxxxxx, XX 00000 |
12,500 | |||||||
| Xxxxxxx X. Xxxxx 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 |
12,500 | |||||||
| Xxxx X. Xxxxx 000 Xxx Xxxx Xxxxx Xxxxxxxxxx, XX 00000 |
12,500 | |||||||
| Xxxxxx X. Xxxxxx X.X. Xxx 0000 Xxxxxxxxx, XX 00000 |
12,500 | |||||||
| Xxxxx X. XxXxxxxx 0000 Xxx Xxxxx Xxxx Xxxxxxx, XX 00000 |
12,500 | |||||||
| Xxxxxxx X. Xxxxx, Xx. 00 X. Xxxxxx Xxx Xxx Xxxxxxxxx, XX 00000 |
20,000 | |||||||
3
