EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
THIS AGREEMENT entered into as of the 3rd day of March, 2004, by and between BridgeCom Holdings, Inc. (the “Company”), and Charles Hunter, an individual (the “Executive”) (hereinafter collectively referred to as the “parties”).
INDENTURE, Dated as of August 23, 2006 AMONG BROADVIEW NETWORKS HOLDINGS, INC., as Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors, AND THE BANK OF NEW YORK, as Trustee and Collateral Agent 113/8% Senior Secured Notes due 2012Indenture • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of August 23, 2006, among Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), the Guarantors (as herein defined) and The Bank of New York, as Trustee (in such capacity, the “Trustee”), and Collateral Agent (in such capacity, the “Collateral Agent”).
FORM OF GUARANTEEGuarantee Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone)
The undersigned and its successors under the Indenture has irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Indenture, dated as of August 23, 2006, by and among Broadview Networks Holdings, Inc. (the “Company”), the Guarantors and Bank of New York, as Trustee and Collateral Agent (the “Indenture”), (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of (including interest accruing at the then applicable rate provided in the Indenture, the Notes, the Guarantees or any Collateral Agreement after the occurrence of any Event of Default set forth in Section 6.01(6) or (7) of the Indenture, whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar law) and inter
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EUREKA NETWORKS, LLCOperating Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
This Limited Liability Company Operating Agreement is made and entered into as of August ___, 2005 (the “Agreement”) for Eureka Networks, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CORECOMM COMMUNICATIONS, LLCLimited Liability Company Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
BROADVIEW NETWORKS HOLDINGS, INC. 113/8% Senior Secured Notes due 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated August 15, 2006, by and among the Company, the Initial Purchaser and the guarantors named therein (the “Purchase Agreement”), $210,000,000 aggregate principal amount of 113/8% Senior Secured Notes due 2012 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
Broadview Networks Holdings, Inc. a Delaware corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange up to $300.0 million aggregate principal amount of its 11 3/8% Senior Secured Notes due 2012 registered under the Securities Act of 1933 (the “New Securities”) for any and all outstanding 11 3/8% Senior Secured Notes due 2012 (the “Old Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus”), included in the Company’s Registration Statement on Form S-4 (File No. 333-142946), as amended, that was filed with the Securities and Exchange Commission and proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”.
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF OPEN SUPPORT SYSTEMS LLCLimited Liability Company Operating Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Connecticut
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
INTERCREDITOR AGREEMENT, dated as of August 23, 2006, among THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent (and together with its successors and assigns, in such capacity, the “Administrative Agent” or the “First Priority Agent”), THE BANK OF NEW YORK, as Trustee, Collateral Agent and Second Priority Agent (and together with its successors and assigns, in such capacities, the “Trustee” or the “Second Priority Agent”), Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”) and its Subsidiaries (such term and each other capitalized term used herein having the meanings set forth in Section 1) listed on the signature pages hereto (such Subsidiaries, together with the Company and each of its other Subsidiaries that become parties hereto, the “Grantors”).
BROADVIEW NETWORKS HOLDINGS, INC. 113/8% Senior Secured Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), and the guarantors signatory hereto (the “Initial Guarantors” and, together with the ATX Guarantors (as defined below) upon their becoming parties hereto pursuant to Section 5(q), the “Guarantors”), jointly and severally, hereby agree (this “Agreement”) with you as follows:
ContractSupplemental Indenture • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 31, 2007, among Eureka Broadband Corporation, Eureka Holdings, LLC, Eureka Networks, LLC, Eureka Telecom, Inc., Eureka Telecom of VA, Inc., InfoHighway Communications, Inc., ARC Networks, Inc., A.R.C. Networks, Inc., InfoHighway Virginia, Inc., Info-Highway International, Inc. and Nex-i.com, Inc. (each, a “New Guarantor” and collectively, the “New Guarantors”), each a direct or indirect subsidiary of Broadview Networks Holding, Inc. (the “Company”), the subsidiaries of the Company listed on the signature pages hereto under the heading “Existing Guarantors” (collectively, the “Existing Guarantors”) and THE BANK OF NEW YORK, a New York banking corporation, as trustee and collateral agent (the “Trustee”) under the Indenture (as defined and referred to below). All capitalized terms used but not otherwise defined herein shall have the meaning assigned thereto in the Indenture.
BROADVIEW NETWORKS HOLDINGS, INC. 113/8% Senior Secured Notes due 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated May 8, 2007, by and among the Company, the Initial Purchaser and the guarantors named therein (the “Purchase Agreement”), $90,000,000 aggregate principal amount of 11 3/8% Senior Secured Notes due 2012 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
JOINDER AGREEMENTJoinder Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone)
Pursuant to Section 5(p) of the purchase agreement dated May 8, 2007, among Broadview Networks Holdings, Inc. (“Broadview”), the Guarantors party thereto and Jefferies & Company, Inc., as Initial Purchaser (the “Purchase Agreement”), such section being an inducement to the Initial Purchaser to execute said Purchase Agreement, the undersigned hereby execute this Joinder Agreement, whereby each of the undersigned agrees, on a joint and several basis, to accede to the terms of the Purchase Agreement and the Registration Rights Agreement dated as of May 14, 2007 among Broadview, the guarantors party thereto and Jefferies & Company, Inc. (the “Registration Rights Agreement”), and undertake to perform, on a joint and several basis, the obligations of Broadview, and each of the Guarantors set forth in the Purchase Agreement and the Registration Rights Agreement, as though the undersigned had entered into the Purchase Agreement and the Registration Rights Agreement on May 8, 2007 and May 14, 2
25,000,000 CREDIT AGREEMENT dated as of August 23, 2006, by and among BROADVIEW NETWORKS HOLDINGS, INC., BROADVIEW NETWORKS, INC., BROADVIEW NETWORKS OF MASSACHUSETTS, INC., BROADVIEW NETWORKS OF VIRGINIA, INC., and BRIDGECOM INTERNATIONAL, INC., as...Credit Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT, dated as of August 23, 2006 by and among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”), BROADVIEW NETWORKS, INC., a Delaware corporation (“Broadview Networks”), BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International, the “Borrowers”), the various financial institutions and other Persons from time to time parties hereto (collectively, the “Lenders”), JEFFERIES & COMPANY, INC., as sole syndication agent (in such capacity, the “Syndication Agent”), and THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), as administrative agent (in such capacity, the “Administrative Agent”), collateral agent and documentation agent for the Lenders.
ContractJoinder Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
JOINDER AGREEMENT, dated as of October 20, 2006 (this “Joinder Agreement”), to the Intercreditor Agreement dated as of August 23, 2006 (the “Intercreditor Agreement”) by and among THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent and Collateral Agent (and together with its successors and assigns in such capacity, the “Administrative Agent” or the “First Priority Agent”). THE BANK OF NEW YORK, as Trustee, Collateral Agent and Second Priority Agent (and together with its successors and assigns in such capacities, the “Trustee” or the “Second Priority Agent”), BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (the “Company”), and its Subsidiaries party hereto.
ContractIntercreditor Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone)
AMENDMENT NO. 1 dated as of May 10, 2007 (this “Amendment”), amending the INTERCREDITOR AGREEMENT dated as of August 23, 2006 (the “Intercreditor Agreement”) among THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent (and together with its successors and assigns, in such capacity, the “Administrative Agent” or the “First Priority Agent”), THE BANK OF NEW YORK, as Trustee, Collateral Agent and Second Priority Agent (and together with its successors and assigns, in such capacities, the “Trustee” or the “Second Priority Agent”), Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), and its Subsidiaries listed on the signature pages hereto (such Subsidiaries, together with the Company and each of its other Subsidiaries that become parties hereto, the “Grantors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Intercreditor Agreement.
STOCK PURCHASE AGREEMENT by and among BROADVIEW NETWORKS HOLDINGS, INC., ATX COMMUNICATIONS, INC., THE STOCKHOLDERS OF ATX COMMUNICATIONS, INC. and for the limited purposes set forth herein LEUCADIA NATIONAL CORPORATION Dated as of June 26, 2006Stock Purchase Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
STOCK PURCHASE AGREEMENT, dated as of June 26, 2006 (the “Agreement”), by and among ATX Communications, Inc., a Delaware corporation (the “Company”), LUK-CLEC LLC (“LUK LLC”), a Delaware limited liability company, and the other stockholders of the Company listed on Schedule 1 hereto (collectively, the “Sellers”), and Broadview Networks Holdings, Inc. (the “Buyer”), a Delaware corporation, and solely for the purposes of Sections 8.4, 8.9. 9.7. 9.9, 10.1, 10.6 and 15.15, Leucadia National Corporation, a New York corporation (“Leucadia”).
ContractSecurity Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone)
SUPPLEMENT NO. 2, dated as of May 31, 2007 (this “Supplement”), to the Security Agreement dated as of August 23, 2006 and supplemented as of September 29, 2006 (the “Security Agreement”), by and among Broadview Networks Holdings, Inc. (“Holdings”), certain of its Subsidiaries thereto (the “Initial Grantors”) and The Bank of New York, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein).
SUPPLEMENT TO GUARANTY AGREEMENTSupplement to Guaranty Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone)
THIS SUPPLEMENT, dated as of October [20], 2006 (this “Supplement”), is to the Guaranty Agreement, dated as of August 23, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guaranty”), among the Guarantors (such capitalized term, and other terms used in this Supplement, to have the meanings set forth in Article I of the Guaranty) from time to time party thereto, in favor of THE CIT GROUP/BUSINESS CREDIT, INC., as administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties.
SUPPLEMENT TO COLLATERAL AGREEMENTSupplement to Collateral Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone)
This SUPPLEMENT, dated as of October [20], 2006 (this “Supplement”), is to the Collateral Agreement, dated as of August 23, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Collateral Agreement”), among the Grantors (such term, and other terms used in this Supplement, to have the meanings set forth in Article I of the Collateral Agreement) from time to time party thereto, in favor of THE CIT GROUP/BUSINESS CREDIT, INC., as the administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties.
ContractJoinder Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
JOINDER AGREEMENT No2, dated as of June 26, 2007 (this “Joinder Agreement”), to the Intercreditor Agreement dated as of August 23, 2006, as amended on May 10, 2007 and further amended and restated, amended and supplemented (the “Intercreditor Agreement”) by and among THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent and Collateral Agent (and together with its successors and assigns in such capacity, the “Administrative Agent” or the “First Priority Agent”), THE BANK OF NEW YORK, as Trustee, Collateral Agent and Second Priority Agent (and together with its successors and assigns in such capacities, the “Trustee” or the “Second Priority Agent”), BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (the “Company”), and its Subsidiaries party hereto.
AGREEMENT AND PLAN OF MERGER among BROADVIEW NETWORKS HOLDINGS, INC., EUREKA ACQUISITION CORPORATION, EUREKA BROADBAND CORPORATION, THE SIGNIFICANT STOCKHOLDERS OF EUREKA BROADBAND CORPORATION SET FORTH HEREIN, and JEFFREY GINSBERG, AS AGENT OF THE...Merger Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 23, 2007, by and among Broadview Networks Holdings, Inc., a Delaware corporation (“Parent”), Eureka Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Eureka Broadband Corporation, a Delaware corporation (the “Company”), the Significant Stockholders (as defined below), and Jeffrey Ginsberg, as agent for the Stockholders of the Company (the “Stockholders’ Agent”).
COLLATERAL AGREEMENT dated as of August 23, 2006 by and among BROADVIEW NETWORKS HOLDINGS, INC., and certain of its Subsidiaries, as Grantors, in favor of THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative AgentCollateral Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
This COLLATERAL AGREEMENT, dated as of August 23, 2006 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”), certain of Holdings’ Subsidiaries as identified on the signature pages hereto as “Grantors” and any Additional Grantor (as defined below) who may become party to this Agreement (together with Holdings and such Subsidiaries, the “Grantors”), in favor of THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of the Secured Parties (as defined below).
SECURITY AGREEMENT dated as of August 23, 2006 by and among BROADVIEW NETWORKS HOLDINGS, INC., and certain of its Subsidiaries, as Grantors, in favor of THE BANK OF NEW YORK, as Collateral AgentSecurity Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
This SECURITY AGREEMENT, dated as of August 23, 2006 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (the “Company”), certain of the Company’s Subsidiaries as identified on the signature pages hereto as “Grantors” and any Additional Grantor (as defined below) who may become party to this Agreement (together with the Company and such Subsidiaries, the “Grantors”), in favor of THE BANK OF NEW YORK (“BNY”), as Collateral Agent (in such capacity, the “Collateral Agent”) for the ratable benefit of the Secured Parties (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
THIS EMPLOYMENT AGREEMENT is entered into as of the 10th day of February, 2005 (the “Execution Date”), and (except as otherwise provided herein) is effective as of the March 10, 2005 (the “Effective Date”), by and between Broadview Networks Holdings, Inc. (the “Company”) and Michael K. Robinson, an individual (the “Executive”) (hereinafter collectively referred to as the “parties”).
ContractSecurity Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone)
SUPPLEMENT NO. 1, dated as of September 29, 2006 (this “Supplement”), to the Security Agreement dated as of August 23, 2006 (the “Security Agreement”), by and among Broadview Networks Holdings, Inc. (“Holdings”), certain of its Subsidiaries thereto (the “Initial Grantors”) and The Bank of New York, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein).
BROADVIEW NETWORKS HOLDINGS, INC. 113/8 % Senior Secured Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), and the guarantors signatory hereto (the “Initial Guarantors” and, together with the InfoHighway Guarantors (as defined below) upon their becoming parties hereto pursuant to Section 5(p), the “Guarantors”), jointly and severally, hereby agree (this “Agreement”) with you as follows:
BROADVIEW NETWORKS HOLDINGS, INC. as Issuer the guarantors named herein and THE BANK OF NEW YORK as Trustee SUPPLEMENTAL INDENTURE Dated as of May 14, 2007 113/8% Senior Secured Notes due 2012Supplemental Indenture • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
SUPPLEMENTAL INDENTURE, dated as of May 14, 2007, among Broadview Networks Holdings, Inc. (the “Company”), the Guarantors (as defined herein) and The Bank of New York, as Trustee.
GUARANTY AGREEMENT dated as of August 23, 2006 by and among Certain Subsidiaries of BROADVIEW NETWORKS HOLDINGS, INC., as Guarantors, in favor of THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative AgentGuaranty Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of August 23, 2006, is made by certain Subsidiaries of BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”) (such Subsidiaries, collectively, the “Guarantors”, and, each, a “Guarantor”), in favor of THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of itself and the financial institutions (including the Issuing Lender and the Swingline Lender) (the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Holdings, Broadview Networks, Inc., a Delaware corporation (“Broadview Networks”). Broadview Networks of Massachusetts, Inc., a Delaware corporation (“Broadview MA”), Broadview Networks of Virginia, Inc., a Virginia corpo
JOINDER AGREEMENTJoinder Agreement • October 16th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone)
Pursuant to Section 5(q) of the purchase agreement dated August 15, 2006, among Broadview Networks Holdings, Inc. (“Broadview”), the Guarantors party thereto and Jefferies & Company, Inc., as Initial Purchaser (the “Purchase Agreement”), such section being an inducement to the Initial Purchaser to execute said Purchase Agreement, the undersigned hereby execute this Joinder Agreement, whereby each of the undersigned agrees, on a joint and several basis, to accede to the terms of the Purchase Agreement and the Registration Rights Agreement dated as of August 23, 2006 among Broadview, the guarantors party thereto and Jefferies & Company, Inc. (the “Registration Rights Agreement”), and undertake to perform, on a joint and several basis, the obligations of Broadview, and each of the Guarantors set forth in the Purchase Agreement and the Registration Rights Agreement, as though the undersigned had entered into the Purchase Agreement and the Registration Rights Agreement on August 15, 2006 an
