ASSET PURCHASE AGREEMENT by and among CBEYOND, INC., CBEYOND COMMUNICATIONS LLC, MAXIMUMASP, LLC, MAXIMUMCOLO, LLC, MAXIMUM HOLDINGS, LLC, SILAS BOYLE AND WADE LEWIS dated as of November 3, 2010Asset Purchase Agreement • November 4th, 2010 • Cbeyond, Inc. • Telephone communications (no radiotelephone) • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 3, 2010, is made by and among MaximumASP, LLC, a Kentucky limited liability company (“Maximum ASP”), MaximumColo, LLC, a Kentucky limited liability company (“Maximum Colo”), Maximum Holdings, LLC, a Kentucky limited liability company (“Maximum Holdings”) (each of Maximum ASP, Maximum Colo and Maximum Holdings a “Seller” and collectively, the “Sellers”), Cbeyond, Inc., a Delaware corporation (“Parent”), Cbeyond Communications LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Purchaser”) and for purposes of Section 5.10, Article VI and Article VII only, Wade Lewis and Silas Boyle, each in his individual capacity. Each of Purchaser, Parent and each Seller is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings specified in Annex A below.
