ContractDSL Net Inc • August 14th, 2006 • Telephone communications (no radiotelephone) • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DSL.NET, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT AGREEMENTAmendment Agreement • August 14th, 2006 • DSL Net Inc • Telephone communications (no radiotelephone) • New York
This AMENDMENT AGREEMENT, dated as of June 2, 2006 (this “Agreement”), is entered into by and among DSL.NET, INC., a Delaware corporation (the “Company”), DUNKNIGHT TELECOM PARTNERS LLC, a Delaware limited liability company (“DK”), KNIGHT VISION FOUNDATION (“KVF;” together with DK, the “Investors”), and DUNKNIGHT TELECOM PARTNERS LLC, as administrative agent (the “Agent”), under that certain Agency, Guaranty and Security Agreement dated as of November 2, 2005 (as amended, modified and/or supplemented from time to time, collectively, the “Security Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Securities Purchase Agreement dated as of November 2, 2005 (as amended, modified and/or supplemented from time to time, the “Purchase Agreement;” together with the Transaction Documents referred to therein, as amended, collectively, the “2005 Loan Documents”).
Form of Compensation Agreement for Certain Officers of DSL.net, Inc. (See Schedule A Hereto for Officers and Amounts) DSL.NET, INC. Wallingford, CT 06492 July 25, 2006DSL Net Inc • August 14th, 2006 • Telephone communications (no radiotelephone)
You have been identified to receive cash compensation under this agreement in recognition of your value to DSL.net, Inc. (the “Company”) in connection with our pursuit of strategic or financing alternatives for the Company and in anticipation of your expected contributions to the Company during the critical near term in support of those efforts. This cash compensation is being made available to you in recognition of your unique knowledge and skills and in consideration for your continuing loyalty and dedication to the Company during this important period, and is in addition to your current compensation and any other benefits to which you are or may become entitled.
AMENDMENT AGREEMENTAmendment Agreement • August 14th, 2006 • DSL Net Inc • Telephone communications (no radiotelephone) • New York
This AMENDMENT AGREEMENT, dated as of June 2, 2006 (this “Agreement”), is entered into by and among DSL.NET, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in (i) that certain Security Agreement, dated as of August 31, 2004 (as amended, modified and supplemented from time to time, the “Security Agreement” and, together with the Ancillary Agreements referred to therein, the “2004 Loan Documents”), and (ii) that certain Subordination Agreement, dated as of November 2, 2005, by and among Laurus, as First Lien Collateral Agent and as First Lien Lender (as defined therein), DunKnight Telecom Partners, LLC, a Delaware limited liability company, as Second Lien Collateral Agent (as defined therein), the Second Lien Lenders (as defined therein) (as amended, modified or supplemented from time to time, the “Subordination Agreement” and,
DSL.net, Inc. Wallingford, CT 06492 June 2, 2006Letter Agreement • August 14th, 2006 • DSL Net Inc • Telephone communications (no radiotelephone)
This letter agreement (this “Agreement”) is being entered into between you and DSL.net, Inc., a Delaware corporation (the “Company”), in connection with certain stock options granted to you pursuant to the Company’s qualified stock option plans, including its Amended & Restated 2001 Stock Option and Incentive Plan (the “Plans”).
