TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • North Carolina
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November 30, 2016, by and between Bandwidth.com, Inc., a Delaware corporation (the “Bandwidth”), and Republic Wireless, Inc., a Delaware corporation (“Republic Wireless”).
BANDWIDTH.COM, INC. INVESTORS’ RIGHTS AGREEMENT FEBRUARY 22, 2011’ Rights Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of February 22, 2011, by and among Bandwidth.com, Inc., a Delaware corporation (the “Company”), Carmichael Investment Partners, LLC, a Delaware limited liability company, (individually “Carmichael” or the “Investor” or, together with any subsequent successors or transferees, who become parties hereto pursuant to Section 6.1 below, the “Investors”) and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder.”
REORGANIZATION AGREEMENTReorganization Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • Delaware
This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of November 30, 2016 is entered into by and between BANDWIDTH.COM, INC., a Delaware corporation (“BW”), and REPUBLIC WIRELESS, INC., a Delaware corporation (“Republic Wireless”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.
BANDWIDTH.COM, INC.Bandwidth Inc. • October 13th, 2017 • Services-prepackaged software • North Carolina
Bandwidth.com, Inc., a Delaware corporation (“Bandwidth or “Provider”), has, or will shortly, effect the spin-off (the “Spin-off”) of Republic Wireless, Inc., a Delaware corporation (“Republic Wireless”), by means of a stock dividend to the holders of Bandwidth’s Class A Voting Common Stock, Class B Non-Voting Common Stock and Series A Convertible Preferred Stock. To that end, Bandwidth and Republic Wireless have entered into a Reorganization Agreement, dated as of November 30, 2016 (the “Reorganization Agreement”), pursuant to which various assets and businesses of Bandwidth have been, or will be, transferred to Republic Wireless.
General Counsel Employment AgreementGeneral Counsel Employment Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • North Carolina
This General Counsel Employment Agreement (“Agreement”) is made effective as of May 3, 2010 by and between Bandwidth.com, Inc. (“Company”) and W. Christopher Matton (“General Counsel”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • Delaware
THIS EMPLOYEE MATTERS AGREEMENT, dated as of November 30, 2016, is entered into by and between Bandwidth.com, Inc. (“Bandwidth”), and Republic Wireless, Inc. (“Republic Wireless”). Bandwidth and Republic Wireless are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • North Carolina
THIS CONSULTING AGREEMENT (this “Agreement”), made effective as of February 22, 2010 by and between Bandwidth.com, Inc., a Delaware corporation (the “Company”) and Carmichael Investment Partners, LLC, a Delaware limited liability company (the “Consultant”).
TAX SHARING AGREEMENTTax Sharing Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • Delaware
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of November 30, 2016 between Bandwidth.com, Inc., a Delaware corporation (“Bandwidth”), and Republic Wireless, Inc., a Delaware corporation (“Republic Wireless”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
BANDWIDTH.COM, INC. BUY-SELL AGREEMENTBuy-Sell Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • Delaware
THIS BUY-SELL AGREEMENT (the “Agreement”) is made, entered into and effective as of the day of , 2015, by and between Bandwidth.com, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”), and the Stockholder’s spouse.
Executive Employment AgreementExecutive Employment Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • North Carolina
This Executive Employment Agreement (“Agreement”) is made effective as of 10/1/2008 by and between Bandwidth.com, Inc. (“Company”) and John Murdock (“Executive”).
Basic Sublease InformationBasic Sublease Information • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software
This Sublease Agreement is entered into as of December 1, 2015 (the “Effective Date”), by and between Allied Telesis Capital Corporation (“Sublandlord”), a Washington corporation, and Bandwidth.com, Inc. (“Subtenant”), a Delaware corporation.
MASTER SERVICE AGREEMENTMaster Service Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • North Carolina
This Master Services Agreement is made effective as of November 30, 2016 (the “Effective Date”), by and between Bandwidth.com, Inc., a Delaware corporation with its principal office located at 900 Main Campus Drive, Suite 500, Raleigh, NC 27606 (“Provider”), and Republic Wireless, Inc., a Delaware corporation with its principal office located at 900 Main Campus Drive, Suite 500, Raleigh, NC 27606 (on behalf of itself and its affiliates, “Customer”). Both Provider and Customer may also be referred to as “party” or “Party”, or when referred to collectively or together, may also be referred to as either the “parties” or “Parties”. Capitalized terms not otherwise defined in this Agreement (as defined below) will be as defined in Exhibit A attached to this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • October 13th, 2017 • Bandwidth Inc. • Services-prepackaged software • North Carolina
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2015 (the “Effective Date”), by and between Bandwidth.com, Inc. (“Bandwidth”), a Delaware corporation with its principal place of business at 900 Main Campus Drive, Suite 500, Raleigh, North Carolina 27606, and David Morken (“Morken”).
