COMPLUS, L.P. ADMISSION AGREEMENT
THIS ADMISSION AGREEMENT is made and entered into this ___ day of March,
2000, by ComPlus, L.P. ("ComPlus"), and OnePoint Communications Corp.
("OnePoint").
RECITALS
A. The business and affairs of ComPlus are governed by the Partnership
Agreement of ComPlus amended and restated effective as of April 2, 1999, as
amended from time to time in accordance with the terms thereof (the
"Partnership Agreement").
B. The admission of OnePoint to ComPlus as a Class A Unit Holder has been
approved or otherwise effected as provided in the Partnership Agreement.
AGREEMENT
1. Admission of New Partner. OnePoint is hereby admitted to ComPlus pursuant
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to the Partnership Agreement. OnePoint shall be admitted to ComPlus as a
Class A Unit Holder upon satisfaction of any conditions to the admission
set forth in the Partnership Agreement and shall thereupon have all the
rights and obligations of an Class A Unit Holder under the Partnership
Agreement. OnePoint hereby acknowledges that its right to participate in
ComPlus is limited and that the Company may issue additional partnership
interest, including, but not limited to, Class A or B Units, in the Company
to individuals or entities and that such issuance is in the sole and
absolute discretion of the General Partner of the Company.
2. Bound by Agreement. OnePoint agrees to be bound by all of the terms,
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conditions, restrictions and other provisions of the Partnership Agreement
and acknowledges receipt of a copy thereof.
3. Capital Contribution. OnePoint shall immediately make any capital
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contribution to ComPlus required to be made in connection with OnePoint's
admission pursuant to the Purchase Agreement between ComPlus and OnePoint
dated March 17, 2000. OnePoint's interest in ComPlus, subsequent to
purchase of his Class A Units, shall be as reflected on Exhibit A, a copy
of which is attached hereto and made a part hereof.
4. Counterparts. This Admission Agreement may be executed in one or more
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counterparts, all of which together shall constitute the Admission
Agreement.
IN WITNESS WHEREOF, this Admission Agreement has been executed as of the
date first above.
ComPlus, L.P. OnePoint Communications Corp.
By: AMI-VCom, Inc. it
General Partner
By:_____________________________________ By:____________________________
Xxxxx X. Xxxxxxxxx
Its: President Its:___________________________