Cbeyond Communications, Inc. Shares of Common Stock, par value $0.01 per share Form of Underwriting AgreementUnderwriting Agreement • September 20th, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • New York
Cbeyond Communications, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of shares of Common Stock, par value $ 0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional shares of Common Stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein referred to as the “Public Shares”.
CBEYOND COMMUNICATIONS, INC. 2005 EQUITY INCENTIVE AWARD PLAN FORM OF RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 20th, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone)
As escrow agent (the “Escrow Agent”) for both Cbeyond Communications, Inc., a Delaware corporation (the “Company”), and the undersigned recipient of shares of common stock, par value $0.01 per share, of the Company (the “Participant”), you are hereby authorized and directed to hold in escrow the documents delivered to you pursuant to the terms of that certain Restricted Stock Award Agreement (“Agreement”) between the Company and the undersigned (the “Escrow”), including the stock certificate and the Assignment in Blank, in accordance with the following instructions:
CBEYOND COMMUNICATIONS, INC. FORM OF INDEMNITY AGREEMENTIndemnification Agreement • September 20th, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • Delaware
This Indemnity Agreement (“Agreement”) is made as of , 2005 by and between CBEYOND COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
CBEYOND COMMUNICATIONS, INC. FORM OF 2005 EQUITY INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • September 20th, 2005 • Cbeyond Communications Inc • Telephone communications (no radiotelephone) • Delaware
Cbeyond Communications, Inc., a Delaware corporation (the “Company”), pursuant to its 2005 Equity Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
