STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 10th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • New York
ContractWarrant Agreement • April 10th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OR (C) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBORDINATION AGREEMENTSubordination Agreement • April 10th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • New York
This Subordination Agreement (this “Agreement”) is entered into as of the ____ day of March, 2008, by and among APEX Acquisitions, Inc. (the “Subordinated Lender”) and LV Administrative Services, Inc., a Delaware corporation, as agent (in such capacity, the “Agent”) for itself and the Lenders from time to time party to the Security Agreement referred to below (each, a “Lender” and, together with the Agent, the “Senior Lenders” ). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Security Agreement referred to below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and between the Agent, the Lenders, the Company, the Eligible Subsidiaries from time to time party thereto (as amended, modified or supplemented from time to time, the “Security Agreement”) and pursuant to the Warrants referred to therein.
SECURITY AGREEMENT LV ADMINISTRATIVE SERVICES, INC., as Administrative and Collateral Agent THE LENDERS From Time to Time Party Hereto RAPID LINK, INCORPORATED TELENATIONAL COMMUNICATIONS, INC. and ONE RING NETWORKS, INC. Dated: March 31, 2008Security Agreement • April 10th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • New York
This SECURITY AGREEMENT is made as of March 31, 2008 (as amended, restated, supplemented and/or modified from time to time, this “Agreement”) by and among the lenders from time to time party hereto (the “Lenders”), LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (in such capacity, the “Agent” and together with the Lenders, the “Creditor Parties”), Rapid Link, Incorporated, a Delaware corporation (the “Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”; the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 10th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • Texas
This Management Services Agreement (this “Agreement”) is made and entered into as of this ___ day of March, 2008 (the “Effective Date”), by and among iBroadband, Inc., a Nevada corporation (“iBroadband”), iBroadband Networks, Inc., a Texas corporation (“iBN”), iBroadband of Texas, Inc., a Delaware corporation (“iBT”) and Rapid Link, Incorporated, a Delaware corporation (“Rapid Link”). iBroadband, iBN, iBT and Rapid Link are hereinafter sometimes each individually referred to as a “Party” and collectively as the “Parties”.
EXTENSION AGREEMENTExtension Agreement • April 10th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • Texas
This EXTENSION AGREEMENT (“Agreement”) is entered into effective as of March 8, 2008 (the “Effective Date”), by and between Trident Growth Fund, L.P., a Delaware limited partnership (“Trident” or “Lender”) and Rapid Link Incorporated, a Delaware corporation (“Rapid Link” or the “Company”).
ContractNote • April 10th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
