SECURITY AGREEMENTSecurity Agreement • March 21st, 2006 • Earthlink Inc • Services-computer programming, data processing, etc.
THIS SECURITY AGREEMENT (this “Agreement”), dated as of March , 2006, is made by COVAD COMMUNICATIONS GROUP, INC., a Delaware corporation (“Group”), and COVAD COMMUNICATIONS COMPANY, a California corporation (“Operating”; individually and collectively with Group, the “Debtor”), for the benefit of EARTHLINK, INC., a Delaware corporation (the “Secured Party”), acting on its own behalf and as Collateral Agent (as defined in the Note described below) for the Holders (as defined in the Note described below) of the Note described below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2006 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March , 2006, by and between Covad Communications Group, Inc., a Delaware corporation (the “Company”), and EarthLink, Inc., a Delaware corporation (the “Purchaser”).
ContractEarthlink Inc • March 21st, 2006 • Services-computer programming, data processing, etc. • Delaware
THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
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, 2006Purchase Agreement • March 21st, 2006 • Earthlink Inc • Services-computer programming, data processing, etc. • 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.
