PAC-WEST TELECOMM, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCKPac-West Telecomm Inc • December 22nd, 2003 • Telephone communications (no radiotelephone)
THIS CERTIFIES THAT, for value received, Deutsche Bank AG – London acting through DB Advisors, LLC as investment advisor (the “Purchaser”) and its permitted assigns are entitled to subscribe for and purchase 26,666,667 shares of duly authorized, validly issued, fully paid and nonassessable Common Stock (as adjusted pursuant to Section 6 hereof, the “Shares”) of PAC-WEST TELECOMM, INC., a California corporation (the “Company”), at the price of $1.50 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 6 hereof is herein referred to as the “Exercise Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein the term “Date of Grant” shall mean December 19, 2003. The term “Warrant” as used herein shall be deemed to include any warrants issued upon transfer or partial exercise of this Warrant unless the context clearly requires otherwise. Capitalized terms used but not otherwi
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2003 • Pac-West Telecomm Inc • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT, dated as of December 19, 2003 (this “Agreement”), by and between Pac-West Telecomm, Inc., a California corporation (the “Company”), and Deutsche Bank AG – London acting through DB Advisors, LLC as investment advisor (the “Purchaser”).
GUARANTY AND SECURITY AGREEMENT Dated December 19, 2003 Between PAC-WEST TELECOMM, INC. as GrantorGuaranty and Security Agreement • December 22nd, 2003 • Pac-West Telecomm Inc • Telephone communications (no radiotelephone) • New York
GUARANTY AND SECURITY AGREEMENT dated December 19, 2003 made by Pac-West Telecomm, Inc., a California corporation (the “Borrower”), the other Persons listed on the signature pages hereof, the Additional Guarantors (as defined in Section 2) and the Additional Grantors (as defined in Section 23) (the Persons so listed, the Additional Guarantors and the Additional Grantors (but not the Borrower) being, collectively, the “Guarantors” and, together with the Borrower, the “Grantors”), to Deutsche Bank Trust Company Americas, as collateral agent (together with any successor collateral agent, the “Collateral Agent”) for Deutsche Bank AG – London, acting through DB Advisors, LLC (“DB”) and each of its permitted successors, transferees and assigns (collectively with DB, the “Lenders”).
