0000950134-06-005422 Sample Contracts

COVAD COMMUNICATIONS GROUP, INC. COVAD COMMUNICATIONS COMPANY 12% SENIOR SECURED CONVERTIBLE NOTES DUE 2011 6,134,969 SHARES OF COMMON STOCK, PAR VALUE $0.001 PURCHASE AGREEMENT March 15, 2006

Purchase Agreement • March 17th, 2006 • Covad Communications Group Inc • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Purchase Agreement
• Filed
  March 17th, 2006
• Company
  Covad Communications Group Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

Covad Communications Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to EarthLink, Inc., a Delaware corporation (the “Purchaser”) (i) together with Covad Communications Company, a California corporation (“Operating”), $40,000,000 aggregate principal amount of a 12% Senior Secured Convertible Note due 2011 (the “Note”) in the form attached hereto as Exhibit A and (ii) 6,134,969 shares (the “Primary Shares”) of Common Stock, par value $0.001 (the “Common Stock”). The Note will be convertible into shares (the “Underlying Shares”) of Common Stock.