0001193125-06-070788 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into December , 2005, but effective on the Effective Date (defined below), between Grande Communications Networks, Inc., a Delaware corporation with principal offices located in San Marcos, Texas (the “Company”), and Roy H. Chestnutt (the “Executive”).

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GRANDE COMMUNICATIONS HOLDINGS, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 31st, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware

This Fifth Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of this day of November, 2005 by and among Grande Communications Holdings, Inc., a Delaware corporation (the “Company”), each existing holder of Preferred Stock and Warrants of the Company set forth on Schedule 1 attached hereto (each an “Current Investor” and collectively the “Current Investors”), each existing holder of Common Stock of the Company set forth on Schedule 2 attached hereto (each a “Founder” and collectively the “Founders”). The Current Investors and any holder of any shares of the newly created series of Series H Preferred Stock (“Series H Holder”) or other person or entity that becomes a party to this Agreement pursuant to Section 8.13 hereof are referred to collectively as the “Investors,” and the Investors and the Founders are referred to collectively as the “Stockholders.”

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