AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 8th, 2010 • Wave2Wave Communications, Inc. • New York
This AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT (“Amendment”) is dated as of May 31, 2009 and is entered into by and between WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation (“Borrower”), and WILMINGTON TRUST COMPANY AND GEORGE JEFF MENNEN AS CO-TRUSTEES U/A/D NOVEMBER 25, 1970, AS AMENDED FOR THE BENEFIT OF JOHN HENRY MENNEN, AS ASSIGNEE (“Lender”).
Wave2Wave Communications, Inc. STOCK OPTION AGREEMENTStock Option Agreement • February 8th, 2010 • Wave2Wave Communications, Inc.
Unless otherwise defined herein, the terms defined in the Wave2Wave Communications, Inc. 2000 Stock Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2010 • Wave2Wave Communications, Inc. • New Jersey
THIS EMPLOYMENT AGREEMENT is made as of the 12th day of June, 2009 (the “Effective Date”), by and between WAVE2WAVE COMMUNICATIONS, INC., a New Jersey corporation having a principal business address at Continental Plaza, 6th Floor, 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the “Company”), and ERIC MANN, an individual having an address at 19 Heritage Lane, Scotch Plains, New Jersey 07076 (the “Employee”). Employee and Company shall be individually referred to as a “Party”, and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2010 • Wave2Wave Communications, Inc. • Delaware
This Employment Agreement (the “Agreement”), is executed as of February 4, 2010, but shall only be effective as of the closing date of the proposed acquisition of 100% of the issued share capital of Winncom Technologies Holdings Limited by the Company (as defined below), by and between Wave2Wave Communications, Inc. (“Company”) and Gregory Raskin (“Executive”).
FINANCING AGREEMENT Dated as of September 8, 2009 by and among WAVE2WAVE COMMUNICATIONS, INC. as Borrower THE SUBSIDIARIES OF BORROWER PARTY HERETO as Guarantors THE LENDERS PARTY HERETO and VICTORY PARK MANAGEMENT, LLC as AgentFinancing Agreement • February 8th, 2010 • Wave2Wave Communications, Inc. • Illinois
This FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated or supplemented from time to time, this “Agreement”), dated as of September 8, 2009 is being entered into by and among WAVE2WAVE COMMUNICATIONS, INC. (“Borrower”), the Guarantors (as hereinafter defined), the lender(s) listed on the Schedule of Lenders attached hereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined herein).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2010 • Wave2Wave Communications, Inc.
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and effective as of the 20th day of November, 2009, by and between WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation having a principal business address at Continental Plaza, 6th Floor, 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the “Company”) and ERIC MANN, an individual having an address at 19 Heritage Lane, Scotch Plains, New Jersey 07076 (the “Employee”). Employee and Company shall be individually referred to as a “Party”, and collectively as the “Parties.”
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2010 • Wave2Wave Communications, Inc.
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and effective as of January 12, 2010, by and between WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation having a principal business address at Continental Plaza, 6th Floor, 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the “Company”) and ERIC MANN, an individual having an address at 19 Heritage Lane, Scotch Plains, New Jersey 07076 (the “Employee”). Employee and Company shall be individually referred to as a “Party”, and collectively as the “Parties.”
THIS NOTE AND THE PAYMENTS HEREUNDER ARE SUBORDINATED TO THE CLAIMS OF THE SENIOR DEBT (DEFINED BELOW) AND ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBORDINATION AGREEMENT (DEFINED BELOW) 6% SECURED PROMISSORY NOTESecured Promissory Note • February 8th, 2010 • Wave2Wave Communications, Inc. • Massachusetts
This 6% Secured Promissory Note (this “Note”) is one of the notes (the “Notes”) referred to in Section 2.2(a)(iii) of that certain Amended and Restated Stock Purchase Agreement, dated as of even date herewith, among the Buyer, RNK Holding Company, a Massachusetts business trust (the “Trust”), RNK, Inc., and all of the shareholders owning all of the issued and outstanding shares of beneficial interests of the Trust and whose names and signatures appear under the caption “Shareholders” on the signature pages thereof (the “Stock Purchase Agreement”). This Note is subject and entitled to certain terms, conditions, covenants and agreements contained in the Stock Purchase Agreement. Except as otherwise provided in the Stock Purchase Agreement with respect to Buyer’s rights, if any, to set-off payments against this Note, reference to the Stock Purchase Agreement shall in no way impair the absolute and unconditional obligation of Buyer to pay the outstanding principal balance and all accrued a
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 8th, 2010 • Wave2Wave Communications, Inc. • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 4 2010, is made by and among Wave2Wave Communications, Inc., a Delaware corporation (the “Buyer”), Winncom Technologies Holding Limited, a company incorporated under the laws of Ireland with registration number 367858 and having its registered office at Suite 144, The Capel Building, Mary’s Abbey, Dublin 7, Ireland (the “Company”) and all of the stockholders of the Company as set forth on Schedule I attached hereto (the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2010 • Wave2Wave Communications, Inc. • Massachusetts
This Agreement (the “Agreement”), dated as of October 12, 2007, is by and among Wave2Wave, Inc., a Delaware corporation (the “W2W”), RNK, Inc. d/b/a RNK Communications, a Massachusetts corporation (“RNK”) and Richard N. Koch (the “Executive”).
