ContractWarrant Agreement • July 18th, 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.
ContractNote • July 18th, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 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.
COLLATERAL ASSIGNMENTCollateral Assignment • July 18th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone)
FOR VALUE RECEIVED, and as collateral security for all debts, liabilities and obligations of Assignor to any Creditor Party (as defined below), including, without limitation, any debts, liabilities and obligations arising under (a) that certain Security Agreement dated as of March 31, 2008 (as amended, modified, supplemented and/or restated from time to time, the “Security Agreement”) by and among Assignor, each Eligible Subsidiary (as defined in the Security Agreement), the lenders from time to time party thereto (the “Lenders”) and Assignee (the Lenders and Assignee, collectively, the “Creditor Parties”) and (b) the Ancillary Agreements (as defined in the Security Agreement), Assignor hereby assigns, transfers and sets over unto Assignee and the Assignee’s successors and assigns, all of the Assignor’s rights, but not its obligations, under that certain Stock Purchase Agreement dated as of March 28, 2008 (as amended, modified, supplemented and/or restated from time to time, the “Stock
AMENDMENT NUMBER 7 TO 6% CONVERTIBLE DEBENTURE ISSUED PURSUANT TO THAT CERTAIN SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 28, 20026% Convertible Debenture • July 18th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • Delaware
THIS IS AMENDMENT Number 7 ("this Amendment") that is being executed and delivered by and between GCA Strategic Investment Fund Limited, a Bermuda corporation ("GCA") and Rapid Link Incorporated, formerly known as Dial-Thru International Corporation, a Delaware corporation (the "Company"), and dated effective as of the date set forth herein, in order to further amend that certain $550,000 Principal Amount 6% Convertible Debenture of the Company in favor of GCA and dated as of January 28, 2002, (the "2002 6% Convertible Debenture") as amended by Amendment Number 1 dated effective as of January 28, 2003, and as further amended by Amendment Number 2 dated effective as of November 8, 2004, and as further amended by Amendment Number 3 dated effective as of January 10, 2005, and as further amended by Amendment Number 4 dated effective as of September 14, 2006, and as further amended by Amendment Number 5 dated effective as of October 31, 2007, and as further amended by Amendment Number 6 dat
AMENDMENT NO. 1 TO SECURITY AGREEMENT, SECURED TERM A NOTE, SECURED TERM B NOTE AND DEFERRED PURCHASE PRICE NOTESSecurity Agreement • July 18th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • New York
THIS AMENDMENT (this “Amendment”) is dated as of July 11, 2008 with respect to that certain (a) Security Agreement dated as of March 31, 2008 (as amended, modified, supplemented and/or restated from time to time, the “Security Agreement”) by and among RAPID LINK, INCORPORATED (“Rapid Link”), TELENATIONAL COMMUNICATIONS, INC. (“Telenational”), ONE RING NETWORKS, INC. (“One Ring” and together with Rapid Link and Telenational, collectively, the “Companies” and each a “Company”), the lenders from time to time party thereto (collectively, the “Lenders”) and LV ADMINISTRATIVE SERIVCES, INC., as administrative and collateral agent to the Lenders (in such capacity, the “Agent” and together with the Lenders, collectively, the “Creditor Parties” and each a “Creditor Party”), (b) Secured Term Note A dated March 31, 2008 (as amended, modified, supplemented and/or restated from time to time, the “Secured Term A Note”) in the original principal amount of $1,800,000 from the Companies in favor of Val
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 18th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as from time to time amended, restated, supplemented or otherwise modified, the “Agreement”), dated as of July 11, 2008, is made by TELENATIONAL COMMUNICATIONS, INC., a Delaware corporation (“Grantor”), in favor of LV ADMINISTRATIVE SERVICES CORP., as administrative and collateral agent for the Creditor Parties (as defined in the Security Agreement referred to below) (the “Agent”).
AMENDMENT NUMBER 6 TO 6% CONVERTIBLE DEBENTURE ISSUED PURSUANT TO THAT CERTAIN SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 24, 20036% Convertible Debenture • July 18th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • Delaware
ContractNote • July 18th, 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.
SECURED PARTY GENERAL CONVEYANCE AND BILL OF SALEGeneral Conveyance and Bill of Sale • July 18th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone)
KNOW ALL MEN BY THESE PRESENTS that pursuant to their rights as a secured party under (a) that certain Securities Purchase Agreement dated as of November 7, 2006 (as amended, modified, supplemented and/or restated from time to time, the “Securities Purchase Agreement”) between Laurus Master Fund, Ltd. (“LMF”), Valens U.S. SPV I, LLC, as partial assignee of LMF (“Valens” together with LMF, “Grantor”), and iBroadband, Inc. (“iBroadband”), (b) that certain Master Security Agreement dated as of November 7, 2006 (as amended, modified, supplemented and/or restated from time to time, the “Master Security Agreement”) by and among iBroadband, iBroadband Networks, Inc. (“Networks”), iBroadband of Texas, Inc. (“Texas” and together with Networks, the “Debtors” and each a “Debtor”) and Grantor and (c) the Related Agreements (as defined in the Securities Purchase Agreement)(the Securities Purchase Agreement, Master Security Agreement and other Related Agreements, collectively, the “Documents”), and
AMENDMENT NUMBER 5 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 18th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • Delaware
THIS IS AMENDMENT NUMBER 5 (the “Amendment") being executed and delivered by and between Rapid Link, Inc., formerly known as Dial-Thru International Corporation, a Delaware corporation ("Rapid"), and Global Capital Funding Group, L.P., a Delaware limited partnership ("GCFG"), and dated as of June 30, 2008, in order to amend that certain $1,250,000 Principal Amount 10% Convertible Debenture between Rapid and GCFG dated as of November 8, 2002, as amended by Amendment Number 1 dated as of June 1, 2005 and as further amended by Amendment Number 2, dated September 14, 2006, as further amended by Amendment Number 3 dated as of October 3, 2006 , as further amended by Amendment Number 4 dated as of January 30, 2007 (the “Securities Purchase Agreement”), in consideration of the mutual promises contained in the 10.08% Convertible Debenture and in this Amendment and other good and valuable consideration (the sufficiency, mutuality and adequacy of which are hereby acknowledged), hereby agree as fo
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • July 18th, 2008 • Rapid Link Inc • Telephone communications (no radiotelephone) • New York
This Funds Escrow Agreement (this “Agreement”) is dated as of July 11, 2008 among Rapid Link, Inc., a Delaware corporation (the “Parent”), Telenational Communications, Inc., a Delaware corporation, One Ring Networks, Inc., a Delaware corporation (collectively with the Parent, the “Companies”), Laurus Master Fund, Ltd. (“Laurus”), Valens U.S. SPV I, LLC (“Valens US”), Valens Offshore SPV II, Corp. (“Valens Offshore” and together with Valens US and Laurus, collectively, the “Lenders”), and Loeb & Loeb LLP (the “Escrow Agent”).
ContractNote • July 18th, 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.
