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EXHIBIT 10.2
[EXECUTION COPY]
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ORIUS CORP.
INVESTOR RIGHTS AGREEMENT
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DATED AS OF NOVEMBER 8, 1999
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TABLE OF CONTENTS
PAGE NO.
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SECTION 1. COVENANTS, REPRESENTATIONS AND WARRANTIES..........................4
SECTION 2. RESTRICTIONS ON TRANSFER OF STOCKHOLDER SHARES.....................4
2A. Restrictions on Transfer...........................................4
2B. First Refusal Right................................................5
2C. Participation Rights...............................................5
2D. Permitted Transfers................................................7
2E. Termination of Restrictions........................................7
SECTION 3. SALE OF THE COMPANY................................................8
3A. Approved Sale......................................................8
3B. Required Actions...................................................8
3C. Conditions to Stockholders' Obligations............................8
3D. Rule 506 Transaction...............................................9
3E. Expenses of Approved Sale..........................................9
SECTION 4. LIMITED PREEMPTIVE RIGHTS..........................................9
4A. Offering...........................................................9
4B. Election Notice...................................................10
4C. Expiration of Offering Period.....................................10
4D. Termination.......................................................10
SECTION 5. PUBLIC OFFERING...................................................10
SECTION 6. LEGEND............................................................11
SECTION 7. TRANSFER..........................................................11
SECTION 8. BOARD OF DIRECTORS................................................11
8A. Composition of the Board..........................................11
8B. Board Meeting Expenses............................................13
SECTION 9. DEMAND REGISTRATIONS..............................................13
9A. Requests for Registration.........................................13
9B. Long-Form Registrations...........................................13
9C. Short-Form Registrations..........................................13
9D. Priority on Demand Registrations..................................14
9E. Restrictions on Demand Registrations..............................14
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9F. Selection of Underwriters.........................................14
9G. Other Registration Rights.........................................14
9H. Demand Registration Expenses......................................14
SECTION 10. PIGGYBACK REGISTRATIONS...........................................15
10A. Right to Piggyback................................................15
10B. Piggyback Expenses................................................15
10C. Priority on Primary Registrations.................................15
10D. Other Registrations...............................................15
10E. Postponement or Withdrawal........................................15
SECTION 11. HOLDBACK AGREEMENTS...............................................16
11A. Agreement of Holders of Registrable Securities....................16
11B. Company Agreement.................................................16
SECTION 12. REGISTRATION PROCEDURES...........................................16
SECTION 13. REGISTRATION EXPENSES.............................................19
13A. Company Expenses..................................................19
13B. Reimbursement.....................................................19
SECTION 14. INDEMNIFICATION...................................................19
14A. Indemnification Obligation of the Company.........................19
14B. Indemnification of the Company....................................20
14C. Indemnification Procedures........................................20
14D. Other Indemnification Provisions..................................20
SECTION 15. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.......................21
SECTION 16. DEFINITIONS.......................................................21
SECTION 17. MISCELLANEOUS.....................................................26
17A. Transfers in Violation of Agreement...............................26
17B. Amendment and Waiver..............................................26
17C. Severability......................................................26
17D. Entire Agreement..................................................27
17E. No Inconsistent Agreements........................................27
17F. Adjustments Affecting Registrable Securities......................27
17G. Successors and Assigns............................................27
17H. Counterparts......................................................27
17I. Remedies..........................................................27
17J. Notices...........................................................28
17K. Governing Law.....................................................29
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17L. Descriptive Headings..............................................29
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SCHEDULES
Schedule of Existing Orius Stockholders
Schedule of Coinvestors
Schedule of WS Investors
Schedule of Former LISN Shareholders
Schedule of New Stockholders
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INVESTOR RIGHTS AGREEMENT
THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered
into as of November 8, 1999, and the terms set forth in this Agreement shall
become effective upon the Effective Time (as defined in the Reorganization
Agreement (defined below)) by and among (i) Orius Corp., a Florida corporation
(the "Company"), (ii) each of the Persons listed on the attached "Schedule of
Existing Orius Stockholders" who executes this Agreement in the space provided
below for such Person (collectively, the "Existing Orius Stockholders"), (iii)
▇▇▇▇▇▇ ▇▇▇▇▇ & Partners II, L.P., a Delaware limited partnership, and ▇▇▇▇▇▇
▇▇▇▇▇ & Partners Dutch, L.P., a Delaware limited partnership (collectively,
"WS"), (iv) each of the Persons listed on the attached "Schedule of Former LISN
Shareholders" who executes this Agreement in the space provided below for such
Person (collectively, the "Former LISN Shareholders"), (v) each of the Persons
listed on the attached "Schedule of Coinvestors", as supplemented from time to
time by notice from ▇▇▇▇▇▇ ▇▇▇▇▇ to the Company at any time at or prior to the
Closing, who executes this Agreement in the space provided below for such
Person, (collectively, the "Coinvestors"), (vi) each other Person set forth from
time to time on the attached "Schedule of New Stockholders" who at any time,
acquires securities of the Company and, as a condition thereto, executes a
counterpart of this Agreement or otherwise agrees to be bound by this Agreement
(such Persons being referred to collectively as the "New Stockholders"), and
(vii) LISN Holdings, Inc., an Ohio corporation ("LISN"). WS and each of the
Coinvestors are referred to herein collectively as the "Investors" and
individually as an "Investor". The Existing Orius Stockholders, the Former LISN
Shareholders, the Investors, the Coinvestors and the New Stockholders are
referred to herein collectively as the "Stockholders" and individually as a
"Stockholder". Capitalized terms used herein are defined in Section 15 hereof.
The Company, LISN, the Existing Orius Stockholders (in each
case by execution of a joinder agreement), the Former LISN Shareholders (in each
case by execution of a joinder agreement) and WS are parties to the Agreement
and Plan of Reorganization dated as of the date hereof (as amended from time to
time, the "Reorganization Agreement"). Pursuant to the Reorganization Agreement
and the other agreements referred to therein, and the consummation of the
transactions contemplated by the Reorganization Agreement and such other
agreements, the Existing Orius Stockholders, the Former LISN Shareholders and
the Investors will all, as of the Effective Time, be holders of equity
securities of the Company.
LISN, certain of the Former LISN Shareholders, WS and certain
of the Coinvestors are parties to a Shareholders Agreement dated as of May 28,
1999 and a Registration Agreement dated as of such date (collectively, the
"Existing LISN Agreements") and desire to enter into similar agreements with
respect to the Company securities that they will receive in connection with the
LISN Merger (as defined in the Reorganization Agreement). Orius and the Existing
Orius Stockholders execute this Agreement to induce LISN, WS and the other
Coinvestors to enter into the Reorganization Agreement and to consummate the
transactions contemplated thereby. Pursuant to this Agreement, the parties
hereto have agreed, among other things, (i) to restrict the sale, assignment,
transfer, encumbrance or other disposition of the Stockholder Shares and (ii) to
provide for certain rights and obligations in respect thereto.
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NOW, THEREFORE, the parties to this Agreement hereby agree as
follows, effective as of the Effective Time:
SECTION 1. COVENANTS, REPRESENTATIONS AND WARRANTIES
Each Stockholder covenants, represents and warrants that, (i)
as of the Effective Time, such Stockholder will continue to be the record and
beneficial owner of the Stockholder Shares issued to such Stockholder in the
transactions contemplated in the Reorganization Agreement (and, in the case of
each Former Orius Stockholder, such Stockholder will continue to be the record
and beneficial owner of the Orius common stock which such Stockholder held
immediately prior to such transactions and which such Stockholder did not
surrender to the Company in an exchange pursuant to the Reorganization
Agreement), in each case free and clear of all liens, charges or encumbrances
(except (x) Liens to secure obligations under an Orius Put Agreement and an
Orius Call Agreement with respect to those Stockholder Shares which are subject
to such agreements, and (y) to the extent that any such Stockholder Shares are
subject to cancellation by the Company pursuant to indemnification obligations
of such Stockholder under Section 7 of the Reorganization Agreement); (ii) this
Agreement has been duly authorized, executed and delivered by such Stockholder
and constitutes the valid and binding obligation of such Stockholder,
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties and general principles of
equity; and (iii) such Stockholder has not granted and is not a party to any
proxy, voting trust or voting agreement or any agreement which is inconsistent
with, conflicts with or violates any provision of this Agreement. No holder of
Stockholder Shares shall grant any proxy or become party to any voting trust,
voting agreement or any agreement which is inconsistent with, conflicts with or
violates any provision of this Agreement.
PROVISIONS RELATING TO TRANSFER; SALE OF THE COMPANY;
PUBLIC OFFERING; PREEMPTIVE RIGHTS
SECTION 2. RESTRICTIONS ON TRANSFER OF STOCKHOLDER SHARES
2A. RESTRICTIONS ON TRANSFER. No holder of Stockholder Shares
shall sell, transfer, assign, pledge or otherwise directly or indirectly dispose
of (a "Transfer") any interest in its Stockholder Shares, except pursuant to and
in accordance with the provisions of Section 2B, 2C or 3 or pursuant to a Public
Sale or an Exempt Transfer (as defined in Section 2D). At least thirty days
prior to making any Transfer of any Stockholder Shares (other than a Public Sale
or an Exempt Transfer), the transferring Stockholder (the "Transferring
Stockholder") shall deliver a written notice (the "Sale Notice") to the Company
and the other Stockholders (the "Other Stockholders"). The Sale Notice shall
disclose in reasonable detail the proposed number or principal amount, as
applicable, of each type or class of Stockholder Shares (the "Transfer Shares")
to be transferred, the proposed terms and conditions of the Transfer, including
proposed price by class or type of each of such Stockholder Shares to be
transferred, and the identity of the prospective transferee(s). Such prospective
transferee(s) must be reasonably acceptable to the holders of a majority of the
WS
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Shares, provided that any such transferee will be deemed to be acceptable to
such holders unless such holders provide notice to the contrary to the
Transferring Stockholder within 10 days of receipt of the Sale Notice by the
Other Stockholders. The purchase price specified in any Sale Notice shall be
payable solely in cash at the closing of the transaction, and no Stockholder
Shares may be pledged without the prior written consent of the holders of a
majority of the WS Shares, which consent may not be unreasonably withheld. No
Transfer shall be consummated prior to the earlier of (i) the date on which the
parties to the Transfer have been finally determined pursuant to Section 2B or
2C and (ii) the date of expiration of the 30-day period (the "Election Period")
following the delivery to the Company and the Other Stockholders of the Sale
Notice applicable to such Transfer.
2B. FIRST REFUSAL RIGHT. The Company may elect to purchase all
or any portion of the Transfer Shares at the price and on the terms specified in
the Sale Notice by delivering written notice of such election to the
Transferring Stockholder and the holders of Investor Shares as soon as practical
but in any event within ten (10) days after the delivery of the Sale Notice. If
the Company has not elected to purchase all of such Transfer Shares within such
10-day period, then unless the holders of a majority of the WS Shares direct
otherwise by written notice to the Company, the holders of Investor Shares may
elect to purchase all, but not less than all, of such Transfer Shares which the
Company has not elected to purchase (the "Available Shares"), at the price and
on the terms and conditions specified in the Sale Notice by delivering written
notice of such election to the Transferring Stockholder as soon as practical but
in any event within twenty (20) days after delivery of the Sale Notice. If more
than one holder of Investor Shares elects to purchase the Available Shares, the
Available Shares will be allocated among such electing holders pro rata
according to the number of Stockholder Shares on a Fully Diluted Basis owned by
such electing holders. If the Company or the holders of Investor Shares have
elected to purchase any Transfer Shares pursuant to this Section 2B, such
Transfer(s) shall be consummated as soon as practical after the delivery of the
election notice(s) to the Transferring Stockholder, but in any event within
fifteen (15) days after the expiration of the Election Period. To the extent
that the Company and the holders of Investor Shares have not elected to
purchase, collectively, all of the Transfer Shares, the Transferring Stockholder
may, during the 90-day period following the expiration of the Election Period
(but not at any time thereafter) and subject to the provisions of Section 2C
below, transfer pursuant to this Section 2B all of the Transfer Shares specified
in the Sale Notice to the transferee(s) identified in the Sale Notice for (i) an
amount of cash no less than the price specified in the Sale Notice and (ii)
other terms no more favorable to the transferee(s) thereof than specified in the
Sale Notice. Notwithstanding anything herein to the contrary, as used in this
Section 2B, the term "Transfer Shares" shall in no event include Investor
Transfer Shares unless such Transfer Shares are being transferred by an Investor
to any other Stockholder (other than an Investor).
2C. PARTICIPATION RIGHTS.
(i) Each Stockholder may elect to participate in a Transfer of
any class of Investor Transfer Shares contemplated in a Sale Notice by
delivering written notice of such election to the Transferring Stockholder
within thirty (30) days after delivery of the Sale Notice. If any Other
Stockholders elect to participate in such Transfer (such Other Stockholders
being referred to as the "Participating Stockholders"), each of the Transferring
Stockholder and the Participating Stockholders shall be entitled to sell in the
contemplated Transfer, at the same price and on the same terms, a number of
Stockholder Shares of such class (with each series or class of Common Stock
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being considered one and the same class for this purpose) (the "Participating
Shares") equal to the product of (A) the quotient determined by dividing the
number of Stockholder Shares of such class held by such Person, by the number of
Stockholder Shares held by the Transferring Stockholder and the Participating
Stockholders and (B) the aggregate number of Transfer Shares of such class to be
sold in the contemplated Transfer; provided each Other Stockholder selling
shares of Common Stock in such Transfer shall be entitled to include in such
Transfer, in addition to such shares of Common Stock, a Proportionate Amount of
shares of Preferred Stock and Junior Notes (and in such event the shares of
Preferred Stock and Junior Notes which an Other Stockholder elects to include in
such Transfer, in accordance with this proviso, shall be deemed to be
Participating Shares).
(ii) For purposes of this Section 2C:
(a) Common Stock issuable upon exercise of employee
stock options which have not vested and become
exercisable, and Common Stock held subject to
vesting (i.e., to the extent subject to possible
repurchase by the Company at less than fair market
value), shall be deemed not to be Stockholder
Shares;
(b) for purposes of determining the amount of each class
and type of Stockholder Shares which any Stockholder
is entitled to include in any Transfer, all
Stockholder Shares held by any Permitted Transferee
of any Other Stockholder shall be deemed held by
such Other Stockholder himself or itself (and not by
such transferee), provided that such Other
Stockholder may assign its rights under this Section
2C to its Permitted Transferees in respect of the
Stockholder Shares that it previously transferred to
such transferees;
(c) in any Transfer which includes more than one class
of Stockholder Shares, the price allocable to each
class of Stockholder Shares for purposes of the
foregoing shall be determined by allocating the
aggregate purchase price so that (x) the price
allocable to each Junior Notes is not less than the
Liquidation Value thereof at such time, and (y) the
price allocable to each share of Preferred Stock is
not less than the sum of (1) the Liquidation Value
thereof at such time, plus (2) the price payable in
such transaction in respect of each share of Common
Stock (and/or fraction thereof) multiplied by the
number of shares of Common Stock which would be
issued upon conversion of such share of Preferred
Stock if all conditions set forth in the Company's
certificate of incorporation to the conversion of
such share were satisfied and such share of
Preferred Stock were converted at such time; and
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(d) "Proportionate Amount" means, for each share of
Common Stock included in such Transfer, shares of
Preferred Stock and Junior Notes in the initial
principal amount of $ .1
(iii) Each Transferring Stockholder will use reasonable
efforts to obtain the agreement of the prospective transferee(s) to the
participation of the Participating Stockholders in any contemplated Transfer,
and shall not consummate any such Transfer unless each Participating Shareholder
is permitted to sell Participating Shares in such Transfer in the amount and on
the terms set forth in this Section 2C (provided that if the prospective
transferee declines to allow the participation of any Participating Stockholder,
as an alternative the Transferring Stockholder may consummate the proposed
Transfer so long as contemporaneously therewith the Transferring Stockholder
purchases from such Participating Stockholder all of such Participating
Stockholder's Participating Shares at the same price and on the same terms as
the Transferring Stockholder transferred Stockholder Shares to such transferee).
Each Participating Stockholder transferring Participating Shares pursuant to
this Section 2C shall pay (x) its own expenses incurred by such Participating
Stockholder in connection with the Transfer and (y) its pro rata share
(according to holdings of Common Stock) of the expenses incurred by the
Transferring Stockholder in connection with such transfer, and each such
Stockholder shall be obligated to join in any indemnification or other
obligations that the Transferring Stockholder agrees to provide in connection
with such transfer (other than any such obligations that relate specifically to
a particular Participating Stockholder, such as indemnification with respect to
representations and warranties given by a Participating Stockholder regarding
such Stockholder's title to and ownership of Participating Shares).
2D. PERMITTED TRANSFERS. The restrictions set forth in this
Section 2 shall not apply to the following transfers to the following
transferees:
(i) subject to the paragraphs below, any Transfer of
Stockholder Shares by any Stockholder to any of its Affiliates,
(ii) in the case of an individual, a Transfer of Stockholder
Shares by any Stockholder pursuant to the laws of descent and distribution or
among such Stockholder's Family Group,
(iii) Transfer of Stockholder Shares to Orius pursuant to an
Orius Put Agreement, an Orius Call Agreement and/or a Pledge and Voting
Agreement,
(iv) an Approved Sale, and
(v) in the case of any Stockholder which is not an
individual, to a successor corporation or other successor entity as a result of
a merger or consolidation with, or a sale of all or
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(1) The Company's Chief Financial Officer is authorized by all parties hereto to
insert numbers in these blanks upon final determination of all amounts pursuant
to Section 1E of the Reorganization Agreement. The amounts inserted shall
reflect the proportions in which Common Stock, Preferred Stock and Junior Notes
are issued pursuant to the Reorganization Agreement to Orius Stockholders
pursuant to the Securities Only Joinder Agreements in exchange for shares of
Orius Common Stock (as such capitalized terms are defined in the Reorganization
Agreement).
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substantially all of the assets of, such Stockholder or a transfer to one or
more of its Affiliates or, if a general or limited partnership, in connection
with the liquidation and dissolution of such partnership.
Not less than 20 days prior to any Transfer of Stockholder Shares pursuant to
the foregoing clause (i) or (ii) of the previous sentence, the proposed
transferee will deliver a written notice to the Company, which notice will
disclose in reasonable detail the identity of such transferee. No Transfer shall
be permitted pursuant to clause (i) above of this Section 2D unless such
transferee shall be acceptable to the holders of a majority of WS Shares. In
addition, notwithstanding anything to the contrary herein, the restrictions
contained in this Agreement will continue to be applicable to the Stockholder
Shares following any Transfer, and the transferee of such Stockholder Shares
shall agree in writing to be bound by the provisions of this Agreement.
Notwithstanding the foregoing, no party hereto shall avoid the provisions of
this Agreement by making one or more transfers to one or more Permitted
Transferees and then disposing of all or any portion of such party's interest in
any such Permitted Transferee. Any Transfer permitted pursuant to this Section
2D is referred to herein as an "Exempt Transfer".
2E. TERMINATION OF RESTRICTIONS. The restrictions set forth in
this Section 2 shall continue with respect to each Stockholder Share until the
earlier of (i) the date on which such Stockholder Share has been transferred in
a Public Sale and (ii) the consummation of a Change of Control.
SECTION 3. SALE OF THE COMPANY
3A. APPROVED SALE. If the holders of a majority of WS Shares
approve a Sale of the Company (an "Approved Sale"), each holder of Stockholder
Shares will vote for, consent to and will not object or otherwise impede
consummation of the Approved Sale.
3B. REQUIRED ACTIONS. If the Approved Sale is structured as
(A) a merger or consolidation, each holder of Stockholder Shares shall waive any
dissenter's rights, appraisal rights or similar rights in connection with such
merger or consolidation, (B) a sale of stock, each holder of Stockholder Shares
shall agree to sell all of its Stockholder Shares and rights to acquire
Stockholder Shares on the terms and conditions so approved, or (C) as a sale of
assets, each holder of Stockholder Shares shall vote in favor of such sale and
any subsequent liquidation of the Company or other distribution of the proceeds
therefrom. Each holder of Stockholder Shares shall take all necessary or
desirable actions in connection with the consummation of the Approved Sale
reasonably requested by the holders of a majority of the WS Shares. In
furtherance of the foregoing, (I) each holder of Stockholder Shares will take
all necessary or desirable actions reasonably requested by the holders of a
majority of the WS Shares in connection with the consummation of the Approved
Sale of the Company and (II) each holder of Stockholder Shares will make the
same representations, warranties, indemnities and agreements as to each other
holder, including without limitation, voting to approve such transaction and
executing the applicable purchase agreement (the "Company Reps"). In any
Approved Sale, each holder of Stockholder Shares shall not be required to make
indemnification payments in connection with any Approved Sale except pro rata in
accordance with such holder's ownership of Common Stock (or, after payment of
indemnification
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payments in an amount in excess of the net proceeds received in such Approved
Sale in respect of Common Stock, pro rata in accordance with such holder's
ownership of Preferred Stock or, after payment of indemnification payments in an
amount in excess of the net proceeds received in such Approved Sale in respect
of Preferred Stock, pro rata in accordance with such holder's ownership of
Junior Notes), unless the applicable agreements relating to such Approved Sale
require the other holders of such Stockholder Shares to indemnify such holder
against, and hold such holder harmless from, amounts for which such holder may
become liable in excess of the maximum amount contemplated by the first clause
of this sentence; provided that the foregoing limitation shall not apply to any
indemnity by a Stockholder for breach by such Stockholder of any representation
or warranty relating solely to the authorization, execution or delivery by such
Stockholder of the relevant agreements or as to such Stockholder's ownership of
securities sold by such Stockholder thereunder or for breach of any agreement by
such Stockholder relating solely to its own conduct; and provided, further that
in no event shall any Stockholder be liable in respect of any indemnity
obligations pursuant to any Approved Sale in an aggregate amount in excess of
the total consideration payable to such Stockholder in such Approved Sale.
3C. CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The obligations
of the holders of Stockholder Shares with respect to an Approved Sale are
subject to the satisfaction of the following conditions: (i) upon the
consummation of the Approved Sale, each holder of Stockholder Shares will
receive the same form of consideration and the same portion of the aggregate
consideration that such holders of Stockholder Shares would have received if
such aggregate consideration had been distributed by the Company in complete
liquidation pursuant to the rights and preferences set forth in the Certificate
of Incorporation as in effect immediately prior to such Approved Sale; (ii) if
any holders of a class of Stockholder Shares are given an option as to the form
and amount of consideration to be received, each holder of such class of
Stockholder Shares will be given the same option; and (iii) each holder of then
currently exercisable rights to acquire shares of a class of Stockholder Shares
will be given an opportunity to exercise such rights prior to the consummation
of the Approved Sale and participate in such sale as holders of such class of
Stockholder Shares.
3D. RULE 506 TRANSACTION. If the Company or the holders of the
Company's securities enter into any negotiation or transaction for which Rule
506 (or any similar rule then in effect) promulgated by the Securities Exchange
Commission may be available with respect to such negotiation or transaction
(including a merger, consolidation or other reorganization), the holders of
Stockholder Shares will, at the request of the Company, appoint a purchaser
representative (as such term is defined in Rule 501) reasonably acceptable to
the Company. If any holder of Stockholder Shares appoints a purchaser
representative designated by the Company, the Company will pay the fees of such
purchaser representative, but if any holder of Stockholder Shares declines to
appoint the purchaser representative designated by the Company such holder will
appoint another purchaser representative, and such holder will be responsible
for the fees of the purchaser representative so appointed.
3E. EXPENSES OF APPROVED SALE. Holders of Stockholder Shares
will bear their pro rata share (based upon holdings on a Fully Diluted Basis) of
the costs of any sale of Stockholder Shares pursuant to an Approved Sale to the
extent such costs are incurred for the benefit of all holders of Stockholder
Shares and are not otherwise paid by the Company or the acquiring party.
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For purposes of this Section 3E, costs incurred in exercising reasonable efforts
to take all necessary actions in connection with the consummation of an Approved
Sale in accordance with Section 3A shall be deemed to be for the benefit of all
holders of Stockholder Shares. Costs incurred by any holder of Stockholder
Shares on its own behalf will not be considered costs of the transaction
hereunder and will be the responsibility of such holder.
SECTION 4. LIMITED PREEMPTIVE RIGHTS
4A. OFFERING. If the Company issues or sells or authorizes the
issuance or sale of any of its equity securities or any securities containing
options or rights to acquire equity securities (other than as a dividend on the
then outstanding Common Stock or pursuant to exercise, conversion or exchange of
securities or rights previously issued by the Company subject to this Section 4
or, outstanding on the date hereof or issued in accordance with this clause) to
WS or any of its Affiliates ("New Securities"), the Company shall offer to each
holder of Stockholder Shares of the same class and type as the New Securities
being issued or sold a percentage of such New Securities equal to the percentage
result of the quotient determined by dividing (A) the number of Stockholder
Shares held by such holder, by (B) the number of outstanding Stockholder Shares
on a Fully Diluted Basis. Each such holder of Stockholder Shares shall be
entitled to purchase such New Securities at the most favorable price and on the
most favorable terms as such New Securities are to be offered to WS or any
Affiliate of WS; provided that if WS, or any Affiliate of WS participating in
such purchase of New Securities, is required in connection therewith also to
purchase other securities of the Company, the holders of Stockholder Shares
exercising their rights pursuant to this Section shall also be required to
purchase such other securities on the same economic terms and conditions as
those on which WS or such Affiliate of WS participating in such purchase is
required to purchase such other securities (e.g., such holder shall be required
to purchase the same types and classes of other securities, in the same
proportions relative to their purchases of New Securities and at the same unit
prices). For example, if the Company offers to sell to WS shares of Common Stock
and requires that, as part of such purchase, WS also purchase a Proportionate
Amount of Preferred Stock and Junior Notes, Stockholders exercising rights to
purchase shares of Common Stock pursuant to this Section 4A would be obligated
also to purchase the corresponding Proportionate Amount of Preferred Stock and
Junior Notes, in each case at the same price per share of Preferred Stock and
per dollar in principal amount of Junior Notes as paid by WS. Each holder of
Stockholder Shares participating in such purchase shall also be obligated to
execute agreements in the form presented to such holder by the Company, so long
as such agreements are substantially similar to those to be executed by WS
(without taking into consideration any rights which WS may obtain which do not
entitle WS to a higher economic return on the New Securities than the economic
return to which the other Stockholders participating in such transaction will be
entitled with respect to New Securities). The purchase price for all New
Securities offered to each holder of Stockholder Shares shall be payable in cash
by wire transfer of immediately available funds to an account designated by the
Company.
4B. ELECTION NOTICE. In order to exercise its purchase rights
hereunder, each holder of Stockholder Shares must deliver a written notice (an
"Election Notice") to the Company describing its election hereunder. Such
Election Notice must be delivered to the Company during the 30-day period (the
"Offering Period") following such holder's receipt of written notice from the
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Company describing in reasonable detail the type, class and number of New
Securities being offered, the purchase price thereof, the payment terms and such
holder's percentage allotment.
4C. EXPIRATION OF OFFERING PERIOD. Upon the expiration of the
Offering Period and during the 90-day period immediately thereafter, the Company
shall be entitled to sell to WS or any Affiliate of WS such New Securities which
any holder of Stockholder Shares has not elected to purchase on terms and
conditions no more favorable to WS or any Affiliate of WS than those offered to
holders of Stockholder Shares pursuant to Section 4A. Any New Securities offered
or sold by the Company to WS or any Affiliate of WS after such 90-day period
must be reoffered to each holder of Stockholder Shares pursuant to the terms of
this Section 4.
4D. TERMINATION. The rights under this Section 4 shall
terminate upon consummation of a Public Offering or a Sale of the Company.
SECTION 5. PUBLIC OFFERING
In the event that the Board and the holders of a majority of
the WS Shares approve an initial Public Offering, the holders of Stockholder
Shares will use reasonable efforts to take all necessary or desirable actions in
connection with the consummation of such Public Offering. In the event that such
Public Offering is an underwritten offering and the managing underwriters advise
the Company in writing that in their opinion the existing capital structure of
the Company will adversely affect the marketability of the offering, each holder
of Stockholder Shares will consent to and vote for a recapitalization,
reorganization and/or exchange of the Stockholder Shares into securities that
the managing underwriters, the Board and the holders of a majority of WS Shares
(in consultation with the Existing Orius Stockholders so long as they remain
involved in the Company's business) find acceptable and will take all other
necessary or desirable actions in connection with the consummation of the
recapitalization, reorganization and/or exchange; provided that the resulting
securities reflect and are consistent with the rights and preferences among the
outstanding classes of securities set forth in the Certificate of Incorporation
and the terms of the Junior Notes as in effect immediately prior to such
recapitalization, reorganization or exchange.
SECTION 6. LEGEND
Each certificate evidencing Stockholder Shares and each
certificate issued in exchange for or upon the transfer of any Stockholder
Shares (if such shares remain Stockholder Shares as defined herein after such
Transfer) shall be stamped or otherwise imprinted with a legend in substantially
the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN TRANSFER RESTRICTIONS PURSUANT TO AN INVESTOR RIGHTS
AGREEMENT DATED AS OF NOVEMBER 8,1999, AMONG THE ISSUER OF
SUCH SECURITIES (THE "COMPANY") AND CERTAIN OF THE COMPANY'S
STOCKHOLDERS. A COPY OF SUCH INVESTOR RIGHTS AGREEMENT WILL BE
FURNISHED WITHOUT CHARGE BY THE
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COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE
COMPANY'S CHIEF FINANCIAL OFFICER."
The Company shall imprint such legend on certificates
evidencing Stockholder Shares outstanding prior to the date hereof. The legend
set forth above shall be promptly removed from the certificates evidencing any
shares which cease to be Stockholder Shares.
SECTION 7. TRANSFER
Prior to Transferring any Stockholder Shares (other than in a
Public Sale or in an Approved Sale) to any person or entity, the Transferring
Stockholder shall cause the prospective transferee to execute and deliver to the
Company and the other Stockholders a counterpart of this Agreement.
SECTION 8. BOARD OF DIRECTORS; VOTING
8A. COMPOSITION OF THE BOARD. From and after the effectiveness
of this Agreement and until the provisions of this Section 8 cease to be
effective, each Stockholder shall vote all of his, her or its Stockholders
Shares and any other voting securities of the Company over which such
Stockholder has voting control and shall take all other necessary or desirable
actions within his, her or its control (whether in the capacity as a
stockholder, director, member of a board committee or officer of the Company or
otherwise, and including, without limitation, attendance at meetings in person
or by proxy for purposes of obtaining a quorum and execution of written consents
in lieu of meetings), and the Company shall take all necessary and desirable
actions within its control (including, without limitation, calling special board
and stockholder meetings), so that:
(i) the authorized number of directors on the Company's
board of directors (the "Board") shall be established at seven directors or such
higher number as may be designated by WS by written notice to the Company;
(ii) the following persons shall be elected to the Board:
(a) the Company's chief executive officer, who initially
shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "CEO Director");
(b) one person designated by the holders of a majority
of the Existing Orius Stockholders Shares, which
person must be a senior executive of the Company or
of any of the Company's Subsidiaries and must be
reasonably satisfactory to the holders of a majority
of the WS Shares, and who initially shall be ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ (the "Executive Director");
(c) one person designated by the holders of a majority
of the WS Shares, which person must be a senior
executive of the Company or of any of
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the Company's Subsidiaries and must be reasonably
satisfactory to the CEO Director, and who initially
shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "WS Nominated
Director"); and
(d) four (or at any such time as the authorized number
of directors on the Board exceeds seven, a number of
representatives equal to such authorized number less
three) persons designated by the holders of a
majority of the WS Shares, who initially shall be
Avy ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
(who shall remain a designee of the holders of a
majority of the WS Shares pursuant to this paragraph
(d) until such time as ▇▇▇▇▇▇▇▇ Partners III, L.P.
("▇▇▇▇▇▇▇▇") owns less than 50% of the Stockholder
Shares held by ▇▇▇▇▇▇▇▇ at the Effective Time) and
▇▇▇▇ ▇. ▇▇▇▇▇ (collectively, the "WS Directors", and
each individually, a "WS Director");
(iii) the composition of the board of directors of each of the
Company's Subsidiaries (each, a "Sub Board") shall be as determined by the
Board, and initially shall be the same as in existence as of the date hereof,
provided that, effective immediately upon the Effective Time, a representative
designated by the holders of a majority of the WS Shares shall replace the
representative on any Sub Board heretofore designated by HIG Cable, Inc. or any
Affiliate of HIG Cable, Inc.;
(iv) the removal from the Board or Sub Board (with or without
cause) of the Executive Director shall be only upon the written request of the
holders of a majority of the Existing Orius Stockholders Shares and the removal
of the WS Nominated Director shall be only upon the written request of the
holders of a majority of the WS Shares; provided that if the CEO Director,
Executive Director or the WS Nominated Director ceases to be an employee of the
Company and its Subsidiaries, such person shall be removed as a director upon
termination of such person's employment;
(v) in the event that any person designated as a director
hereunder for any reason ceases to serve as a member of the Board or a Sub Board
during such person's term of office, the resulting vacancy on the Board or the
Sub Board shall be filled by a representative designated by the person or
persons originally entitled to designate such director pursuant to Section
8A(ii) above; and
(vi) if any party fails to designate a representative to fill
a directorship pursuant to the terms of this Section 8A, the election of a
person to such directorship shall be accomplished in accordance with the
Company's bylaws and applicable law.
8B. BOARD MEETING EXPENSES. The Company shall pay all
out-of-pocket expenses incurred by each director in connection with attending
regular and special meetings of the Board, any Sub Board and any committee
thereof.
8C. OTHER VOTING MATTERS. Each Investor hereby agrees that
such Investor will vote, or cause to be voted, all voting Stockholder Shares
over which such Investor has the power to vote or direct the voting, either in
person or by proxy, whether at a stockholders meeting, or by
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written consent, in the manner in which the holders of a majority of the WS
Shares directs in connection with the approval of any amendment or amendments to
the Company's articles of incorporation or bylaws, the merger, share exchange,
combination or consolidation of the Company with any other Person or Persons,
the sale, lease or exchange of all or substantially all of the property and
assets of the Company and its Subsidiaries on a consolidated basis, and the
reorganization, recapitalization, liquidation, dissolution or winding-up of any
of the Company and its Subsidiaries; provided, however that no such action shall
(a) be inconsistent with the terms of this Agreement, or (b) have a material
adverse effect on any Stockholder's rights or interests in respect of any
Stockholder Shares, if such effect would be borne disproportionately by such
Stockholder relative to the effect on the rights or interests of other
Stockholders in respect of holdings of Stockholder Shares of the same class.
PROVISIONS RELATING TO REGISTRATION OF STOCKHOLDER SHARES
SECTION 9. DEMAND REGISTRATIONS
9A. REQUESTS FOR REGISTRATION. At any time the holders of a
majority of the WS Registrable Securities may request registration under the
Securities Act (a "Demand Registration") of all or any portion of its
Registrable Securities on Form S-1 or any similar long-form registration
("Long-Form Registrations") or, if available, on Form S-2 or S-3 or any similar
short-form registration ("Short-Form Registrations"). Each request for a Demand
Registration shall specify the approximate number of Registrable Securities
requested to be registered and the anticipated per share price range for such
offering. Within ten days after receipt of any such request, the Company will
give written notice of such requested registration to all other holders of
Registrable Securities and, subject to Section 9D below, will include in such
registration all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 15 days after the receipt
of the Company's notice.
9B. LONG-FORM REGISTRATIONS. The holders of a majority of the
WS Registrable Securities will be entitled to request an unlimited number of
Long-Form Registrations in which the Company will pay all Registration Expenses.
9C. SHORT-FORM REGISTRATIONS. In addition to the Long-Form
Registrations provided pursuant to Section 9B, the holders of a majority of the
WS Registrable Securities will be entitled to request unlimited Short-Form
Registrations in which the Company will pay all Registration Expenses. Demand
Registrations will be Short-Form Registrations whenever the Company is permitted
to use any applicable short form. After the Company has become subject to the
reporting requirements of the Securities Exchange Act, the Company will use its
best efforts to make Short- Form Registrations available for the sale of
Registrable Securities.
9D. PRIORITY ON DEMAND REGISTRATIONS. The Company will not
include in any Demand Registration any securities which are not Registrable
Securities without the prior written consent of the holders of a majority of the
WS Registrable Securities. If a Demand Registration is an underwritten offering
and the managing underwriters advise the Company in writing that in their
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opinion the number of Registrable Securities and, if permitted hereunder, other
securities requested to be included in such offering exceeds the number of
Registrable Securities and other securities, if any, which can be sold in an
orderly manner in such offering within a price range reasonably acceptable to
the holders of a majority of the Registrable Securities initially requesting
registration, the Company will include in such registration, if any, (i) first,
the Registrable Securities requested to be included in such registration by the
holders thereof, pro rata among such holders on the basis of the number of
shares of Registrable Securities owned by each such holder, and (ii) second, the
other securities requested to be included which in the opinion of such
underwriters can be sold in an orderly manner within the price range of such
offering.
9E. RESTRICTIONS ON DEMAND REGISTRATIONS. The Company will not
be obligated to effect any Demand Registration within six months after the
effective date of a previous Demand Registration. The Company may postpone for
up to six months the filing or the effectiveness of a registration statement for
a Demand Registration if the Company's board of directors determines that such
Demand Registration would reasonably be expected to have an adverse effect on
any proposal or plan by the Company or any of its Subsidiaries to engage in any
acquisition of assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer or similar transaction; provided that, in
such event, the holders of Registrable Securities initially requesting such
Demand Registration will be entitled to withdraw such request.
9F. SELECTION OF UNDERWRITERS. The holders of a majority of
the WS Registrable Securities will have the right to select the investment
banker(s) and manager(s) to administer the offering, subject to the Company's
approval which will not be unreasonably withheld.
9G. OTHER REGISTRATION RIGHTS. Except as provided in this
Agreement, the Company will not grant to any Persons the right to request the
Company to register any equity securities of the Company, or any securities
convertible or exchangeable into or exercisable for such securities, without the
prior written consent of the holders of a majority of the WS Registrable
Securities.
9H. DEMAND REGISTRATION EXPENSES. The Registration Expenses in
connection with any Demand Registration will be paid by the Company, including
the reimbursement of the holders of Registrable Securities included in such
registration for the reasonable fees and disbursements of one counsel chosen by
the holders of a majority of the Registrable Securities included in such
registration.
SECTION 10. PIGGYBACK REGISTRATIONS
10A. RIGHT TO PIGGYBACK. Whenever the Company proposes to
register any of its securities under the Securities Act (other than (i) in
connection with the Company's initial public offering of Common Stock, (ii)
pursuant to a Demand Registration or (iii) pursuant to a registration on Form
S-4 or S-8 or any successor or similar forms) and the registration form to be
used may be used for the registration of Registrable Securities (a "Piggyback
Registration"), the Company will give prompt written notice to all holders of
Registrable Securities of its intention to effect such a registration and will
use its reasonable best efforts to include in such registration all Registrable
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Securities with respect to which the Company has received written requests for
inclusion therein within 15 days after the receipt of the Company's notice.
10B. PIGGYBACK EXPENSES. The Registration Expenses of the
holders of Registrable Securities will be paid by the Company in all Piggyback
Registrations.
10C. PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback
Registration is an underwritten primary registration on behalf of the Company,
and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering in an orderly manner
within a price range acceptable to the Company, the Company will include in such
registration (i) first, the securities the Company proposes to sell, (ii)
second, the Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the
basis of the number of shares owned by each such holder, and (iii) third, other
securities requested to be included in such registration.
10D. OTHER REGISTRATIONS. If the Company has previously filed
a registration statement with respect to Registrable Securities pursuant to
Section 9 or pursuant to this Section 10, and if such previous registration has
not been withdrawn or abandoned, the Company will not file or cause to be
effected any other registration of any of its equity securities or securities
convertible or exchangeable into or exercisable for its equity securities under
the Securities Act (except on Form S-4 or S-8 or any successor form), whether on
its own behalf or at the request of any holder or holders of such securities,
until a period of at least six months has elapsed from the effective date of
such previous registration.
10E. POSTPONEMENT OR WITHDRAWAL. Notwithstanding the
foregoing, the Company may postpone or withdraw any registration statement
referred to in this Section 10 without incurring any liability to holders of
Registrable Securities.
SECTION 11. HOLDBACK AGREEMENTS
11A. AGREEMENT OF HOLDERS OF REGISTRABLE SECURITIES. Each
holder of Registrable Securities will not effect any public sale or distribution
(including sales pursuant to Rule 144) of equity securities of the Company, or
any securities, options or rights convertible into or exchangeable or
exercisable for such securities, during the seven days prior to and the 180-day
period beginning on the effective date of any underwritten Demand Registration
or any underwritten Piggyback Registration (except as part of such underwritten
registration), unless the underwriters managing the registered public offering
otherwise agree.
11B. COMPANY AGREEMENT. The Company will (i) not effect any
public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities, during the
seven days prior to and during the 180-day period beginning on the effective
date of any underwritten Demand Registration or any underwritten Piggyback
Registration (except as part of such underwritten registration or pursuant to
registrations on Form S-4 or S-8 or any successor form), unless the underwriters
managing the registered public offering otherwise
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agree, and (ii) cause each holder of shares of Common Stock, or any securities
convertible into or exchangeable or exercisable for shares of Common Stock,
purchased from the Company at any time after the date of this Agreement (other
than in a registered public offering) to agree not to effect any public sale or
distribution (including sales pursuant to Rule 144) of any such securities
during such period (except as part of such underwritten registration, if
otherwise permitted), unless the underwriters managing the registered public
offering otherwise agree.
SECTION 12. REGISTRATION PROCEDURES
Whenever the holders of Registrable Securities have requested
that any Registrable Securities be registered pursuant to this Agreement, the
Company will use its best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Company will as expeditiously as
reasonably possible:
(i) prepare and file with the Securities and Exchange
Commission a registration statement with respect to such Registrable Securities
and thereafter use its best efforts to cause such registration statement to
become effective (provided that before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company will furnish to
the counsel selected by the holders of a majority of the Registrable Securities
initiating such registration statement copies of all such documents proposed to
be filed, which documents will be subject to review of such counsel);
(ii) notify each holder of Registrable Securities of the
effectiveness of each Registration Statement filed hereunder and prepare and
file with the Securities and Exchange Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for a period
of either (i) not less than six months (subject to extension pursuant to Section
15) or, if such registration statement relates to an underwritten offering, such
longer period as in the opinion of counsel for the underwriters a prospectus is
required by law to be delivered in connection with sales of Registrable
Securities by an underwriter or dealer or (ii) such shorter period as will
terminate when all of the securities covered by such registration statement have
been disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof set forth in such registration statement (but in any
event not before the expiration of any longer period required under the
Securities Act), and to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement until such time as all of such securities have been disposed of in
accordance with the intended methods of disposition by the seller or sellers
thereof set forth in such registration statement; provided that the Company
shall not be obligated to maintain the effectiveness of any registration
statement for a period of more than twenty-four months from the date on which
the such registration statement initially becomes effective.
(iii) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such
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seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;
(iv) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided that the Company will not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) subject itself
to taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction);
(v) notify each seller of such Registrable Securities, at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, upon discovery that, or upon the discovery of the happening
of any event as a result of which, the prospectus included in such registration
statement contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made, and, at the request of any such
seller, the Company will prepare and furnish to such seller a reasonable number
of copies of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will
not contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made;
(vi) cause all such Registrable Securities to be listed on
each securities exchange or market on which similar securities issued by the
Company are then listed;
(vii) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
(viii) enter into such customary agreements (including
underwriting agreements in customary form) as may be requested by the
underwriters and take all such other actions as the holders of a majority of the
Registrable Securities being sold or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of such Registrable
Securities (including, without limitation, effecting a stock split or a
combination of shares);
(ix) make available for inspection by any seller of
Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
agent retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company's officers, directors, employees and independent accountants to
supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement;
(x) otherwise use its best efforts to comply with all
applicable rules and regulations of the Securities and Exchange Commission, and
make available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve
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months beginning with the first day of the Company's first full calendar quarter
after the effective date of the registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;
(xi) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any Securities included in such registration statement for sale in any
jurisdiction, the Company will use its reasonable best efforts promptly to
obtain the withdrawal of such order;
(xii) obtain one or more comfort letters, dated the effective
date of such registration statement (and, if such registration includes an
underwritten public offering, dated the date of the closing under the
underwriting agreement), signed by the Company's independent public accountants
in customary form and covering such matters of the type customarily covered by
comfort letters as the holders of a majority of the Registrable Securities being
sold reasonably request (provided that such Registrable Securities constitute at
least 10% of the securities covered by such registration statement); and
(xiii) as required by the Securities Act or by an underwriter,
provide a legal opinion of the Company's outside counsel, dated the effective
date of such registration statement (and, if such registration includes an
underwritten public offering, dated the date of the closing under the
underwriting agreement), with respect to the registration statement, each
amendment and supplement thereto, the prospectus included therein (including the
preliminary prospectus) and such other documents relating thereto in customary
form and covering such matters of the type customarily covered by legal opinions
of such nature.
The Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish the Company such information regarding
such seller and the distribution of such securities as the Company may from time
to time reasonably request in writing.
SECTION 13. REGISTRATION EXPENSES
13A. COMPANY EXPENSES. All expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding discounts and commissions)
and other Persons retained by the Company (all such expenses being herein called
"Registration Expenses"), will be borne as provided in this Agreement, except
that the Company will, in any event, pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or
quarterly review, the expense of any liability insurance and the expenses and
fees for listing the securities to be registered on each securities exchange on
which similar securities issued by the Company are then listed or on the NASD
automated quotation system.
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13B. REIMBURSEMENT. In connection with each Demand
Registration and each Piggyback Registration, the Company will reimburse the
holders of Registrable Securities covered by such registration for the
reasonable fees and disbursements of one counsel chosen by the holders of a
majority of the Registrable Securities initially requesting such registration.
In connection with each Demand Registration and each Piggyback Registration, the
Company shall reimburse the holders of Registrable Securities included in such
registration for the reasonable fees and disbursements of each additional
counsel retained by any holder of Registrable Securities for the purpose of
rendering any legal opinion required by the Company or the managing
underwriter(s) to be rendered on behalf of such holder in connection with any
underwritten Demand Registration or Piggyback Registration.
SECTION 14. INDEMNIFICATION
14A. INDEMNIFICATION OBLIGATION OF THE COMPANY. The Company
agrees to indemnify and hold harmless, to the extent permitted by law, each
holder of Registrable Securities, its officers and directors and each Person who
controls such holder (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses caused by (i) any untrue or
alleged untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or, (ii) any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except in so far as the same are caused by or contained in any
information furnished in writing to the Company by or on behalf of such holder
expressly for use therein or by such holder's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Company has furnished such holder with a sufficient number of copies
of the same. In connection with an underwritten offering, the Company will
indemnify such underwriters, their officers and directors and each Person who
controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the holders
of Registrable Securities.
14B. INDEMNIFICATION OF THE COMPANY. In connection with any
registration statement in which a holder of Registrable Securities is
participating, each such holder will furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the extent
permitted by law, will indemnify and hold harmless the Company, its directors
and officers and each other Person who controls the Company (within the meaning
of the Securities Act) against any losses, claims, damages, liabilities and
expenses caused by (i) any untrue or alleged untrue statement of material fact
contained in the registration statement, prospectus or preliminary prospectus or
any amendment thereof or supplement thereto or (ii) any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished
in writing by or on behalf of such holder; provided that the obligation to
indemnify will be individual to each holder and will be limited to the net
amount of proceeds received by such holder from the sale of Registrable
Securities pursuant to such registration statement.
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14C. INDEMNIFICATION PROCEDURES. Any Person entitled to
indemnification hereunder will (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification
(provided that the failure to give prompt notice shall not impair any Person's
right to indemnification hereunder to the extent such failure has not adversely
affected the indemnifying party) and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
14D. OTHER INDEMNIFICATION PROVISIONS. The indemnification
provided for under this Agreement will remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party or
any officer, director or controlling Person of such indemnified party and will
survive the transfer of securities. The Company and any other indemnifying party
with respect to the matters set forth in Sections 9 through 14 of this Agreement
also agree to make such provisions, as are reasonably requested by any
indemnified party, for contribution to such party in the event the Company's
indemnification is unavailable for any reason.
SECTION 15. PARTICIPATION IN UNDERWRITTEN
REGISTRATIONS
No Person may participate in any registration hereunder which
is underwritten unless such Person (i) agrees to sell such Person's securities
on the basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements (including, without
limitation, pursuant to the terms of any over-allotment or "green shoe" option
requested by the managing underwriter(s), provided that no holder of Registrable
Securities will be required to sell more than the number of Registrable
Securities that such holder has requested the Company to include in any
registration) and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements. Each Person that is
participating in any registration hereunder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 12(v) above, such Person will forthwith discontinue the disposition of
its Registrable Securities pursuant to the registration statement until such
Person's receipt of the copies of a supplemented or amended prospectus as
contemplated by such Section 12(v). In the event the Company shall give any such
notice, the applicable time period mentioned in Section 12(ii) during which a
Registration Statement is to remain effective shall be extended by the number of
days during the period from and including the date of the giving of such notice
pursuant to this Section 15 to and including the date when each seller of
Registrable Securities covered by such registration statement shall have
received the copies of the supplemented or amended prospectus contemplated by
Section 12(v).
-21-
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SECTION 16. REINCORPORATION
In the event that holders of a majority of the WS Shares elect
to cause the Company to reincorporate in the State of Delaware effective at any
time on or after March 1, 2000, the Company and all holders of Stockholder
Shares will use reasonable efforts to take all necessary or desirable actions in
connection with the consummation of such reincorporation of the Company. In such
event, (i) the Company will organize a new, wholly-owned Subsidiary in the State
of Delaware ("Newco"), with a certificate of incorporation which is in all
material respects identical to that of the Company as in effect at such time
(with such changes thereto as are appropriate to reflect the different state of
incorporation), including the terms of the Series A Preferred, the Series B
Preferred, the Series C Participating Preferred, the Series D Preferred, the
Common Stock and the Class B Common as are set forth therein (provided that if,
at such time no shares of Series A Preferred are then outstanding, the terms of
such stock may be deleted therefrom, and if at such time no shares of Series B
Preferred are then outstanding, the terms of such stock may be deleted
therefrom, and if at such time no shares of Class B Common are then outstanding,
the terms of the Common Stock may be revised to delete all reference thereto),
(ii) the Company shall enter into an agreement to merge the Company with and
into such Subsidiary, with such Subsidiary to survive such merger, (iii) each
holder of Stockholder Shares shall consent to and vote for such merger and agree
to exchange all Junior Notes for junior subordinated notes issued by Newco
containing the same terms as those set forth in the Junior Notes, with aggregate
principal amount equal to the aggregate principal amount of the Junior Notes
exchanged therefor, and with accrued and unpaid interest thereon equal to the
accrued and unpaid interest on the Junior Notes exchanged therefor (the "Newco
Junior Notes"), and will take all other necessary or desirable actions in
connection with the consummation of the reincorporation of the Company as a
Delaware corporation, and (iv) the Company shall cause Newco to issue to the
holders of Junior Notes the Newco Junior Notes in exchange therefor or, at its
election, to assume all of the Company's obligations under the Junior Notes,
provided that the securities issued by Newco in exchange for or upon conversion
of Stockholder Shares reflect and are consistent with the rights and preferences
among the outstanding classes of Stockholder Shares set forth in the Certificate
of Incorporation and the terms of the Junior Notes as in effect immediately
prior to such merger. Upon consummation of any such merger, Newco shall execute
a counterpart signature page to this Agreement to acknowledge its assumption of
all of the obligations of the Company hereunder, the "Stockholder Shares" as
referred to herein shall mean and include the securities issued upon conversion
of or in exchange for the Stockholder Shares in connection with such merger, as
well as the Newco Junior Notes, and this Agreement shall remain in full force
and effect in respect of each such holder of Stockholder Shares and Newco.
SECTION 17. DEFINITIONS
"Affiliate" of a Stockholder means any other person, entity or
investment fund controlling, controlled by or under common control with the
Stockholder and, in the case of a Stockholder which is a partnership, any
partner of the Stockholder.
"Agreement" has the meaning set forth in the Preamble.
-22-
26
"Approved Sale" has the meaning set forth in Section 3A.
"Available Shares" has the meaning set forth in Section 2B.
"Certificate of Incorporation" means the Company's certificate
of incorporation in effect at the time as of which any determination is being
made.
"Change of Control" means a Sale of the Company after which a
person or group of related Persons, other than any holder of Stockholder Shares
immediately prior to the consummation of such Sale of the Company (and other
than any of such holder's Affiliates), owns directly or indirectly capital stock
of the Company possessing the voting power to elect a majority of the Board.
"class", in respect of Stockholder Shares, means Stockholder
Shares which constitute either Common Stock, Preferred Stock or Junior Notes or
any securities exchanged therefor.
"Class B Common" means the Company's Class B Common Stock, par
value $.01 per share.
"Closing" has the meaning set forth in the Reorganization
Agreement.
"Coinvestors" has the meaning set forth in the Preamble.
"Common Stock" means either the Company's Common Stock, par
value $0.01 per share or the Class B Common.
"Company Reps" has the meaning set forth in Section 3B.
"Company" has the meaning set forth in the Preamble.
"Demand Registration" has the meaning set forth in Section 9A.
"Election Notice" has the meaning set forth in Section 4B.
"Election Period" has the meaning set forth in Section 2A.
"Exempt Transfer" has the meaning set forth in Section 2D.
"Existing LISN Agreements" has the meaning given such term in
the Preamble.
"Existing Orius Stockholders" has the meaning set forth in the
Preamble.
"Existing Orius Stockholders Shares" means (i) any Stockholder
Shares issued to the Existing Orius Stockholders pursuant to the Reorganization
Agreement or any transaction contemplated therein, (ii) any Stockholder Shares
otherwise held from time to time by any Existing Orius Stockholder and (iii) any
equity securities issued or issuable directly or indirectly with respect to the
Stockholders Shares referred to in clause (i) or (ii) above by way of stock
dividend or stock
-23-
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split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization.
"Family Group" with respect to any Stockholder, means such
Stockholder's spouse, siblings and descendants (whether or not adopted) and any
trust, family limited partnership or limited liability company solely for the
benefit of such Stockholder and/or such Stockholder's spouse, siblings and/or
descendants.
"Former LISN Shareholders' Shares" means (i) any Stockholder
Shares issued to the Former LISN Shareholders pursuant to the Reorganization
Agreement or any transaction contemplated therein, (ii) any shares of
Stockholder Shares otherwise held from time to time by any Former LISN
Shareholders and (iii) any equity securities issued or issuable directly or
indirectly with respect to any shares of stock referred to in clause (i) or (ii)
above by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization.
"Fully Diluted Basis" means, without duplication, (i) all
shares of Common Stock outstanding at the time of determination plus (ii) all
shares of Common Stock issuable directly or indirectly upon conversion of all
outstanding convertible securities, including without limitation the Preferred
Stock, or the exercise or exchange of all outstanding option, warrant or similar
right, whether or not such convertible security, right or option, warrant or
similar right is then convertible, exercisable or exchangeable.
"Independent Third Party" means any Person who, immediately
prior to the contemplated transaction, does not own in excess of 5% of the
Company's Common Stock on a Fully Diluted Basis (a "5% Owner"), who is not
controlling, controlled by or under common control with any such 5% Owner and
who is not the spouse or descendent (by birth or adoption) of any such 5% Owner
or a trust for the benefit of such 5% Owner and/or such other Persons.
"Investor Shares" means (i) any Stockholder Shares acquired by
any Investors pursuant to the Reorganization Agreement or any transaction
contemplated therein (including without limitation pursuant to the LISN Merger,
as defined in the Reorganization Agreement, or pursuant to the Note Exchange
Agreement, as defined in the Reorganization Agreement), (ii) any Stockholder
Shares otherwise held from time to time by any Investors and (iii) any
securities issued or issuable directly or indirectly with respect to the
Stockholder Shares referred to in clause (i) or (ii) by way of dividend or split
or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization.
"Investor Transfer Shares" means the Transfer Shares
identified in a Sale Notice distributed by a holder of Investor Shares.
"Investor" or "Investors" has the meaning set forth in the
Preamble.
"Junior Notes" means the Company's 12% Junior Subordinated
Notes issued pursuant to the Reorganization Agreement on the date hereof or
issued in exchange for or in respect of other Junior Notes.
-24-
28
"Liquidation Value" means, with respect to any Junior Notes,
the outstanding principal amount thereof plus accrued and unpaid interest
thereon, and with respect to any Preferred Stock means the maximum amount to be
paid to the holders thereof upon the voluntary or involuntary liquidation,
dissolution or winding up of the Company, including any accrued and unpaid
dividends thereon.
"Long-Form Registrations" has the meaning set forth in Section
9A.
"New Securities" has the meaning set forth in Section ▇▇.
"▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇" has the meaning set forth in the Preamble.
"Offering Period" has the meaning set forth in Section 4B.
"Other Registrable Securities" means (i) any shares of Common
Stock issued to Stockholders (other than WS) pursuant to the Reorganization
Agreement, (ii) any shares of Common Stock issued to Stockholders (other than
WS), (iii) any shares of Common Stock issued or issuable upon conversion of
other Stockholder Shares issued to Stockholders (other than WS) pursuant to the
Reorganization Agreement and (iv) any equity securities issued or issuable
directly or indirectly with respect to the securities referred to in any of
clauses (i) through (iii) above by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization.
"Other Stockholders" has the meaning set forth in Section 2A.
"Participating Shares" has the meaning set forth in Section
2C.
"Participating Stockholders" has the meaning set forth in
Section 2C.
"Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"Piggyback Registration" has the meaning set forth in Section
10A.
"Preferred Stock" means the Company's Series C Participating
Preferred Stock, par value $.01 per share, and the Company's Series D Preferred
Stock, par value $.01 per share.
"Public Offering" means a public offering and sale of
Stockholder Shares pursuant to an effective registration statement under the
Securities Act.
"Public Sale" means any sale of Stockholder Shares to the
public pursuant to an offering registered under the Securities Act or to the
public through a broker, dealer or market maker pursuant to the provisions of
Rule 144 adopted under the Securities Act.
-25-
29
"Registrable Securities" means, collectively, the WS
Registrable Securities and the Other Registrable Securities. As to any
particular shares constituting Registrable Securities, such shares will cease to
be Registrable Securities when they have been (x) effectively registered under
the Securities Act and disposed of in accordance with the registration statement
covering them, or (y) sold to the public through a broker dealer or market maker
pursuant to Rule 144 under the Securities Act. For purposes of this Agreement, a
Person will be deemed to be a holder of Registrable Securities whenever such
Person has the right to acquire directly or indirectly such Registrable
Securities (upon conversion or exercise in connection with a transfer of
securities or otherwise, but disregarding any restrictions or limitations upon
the exercise of such right), whether or not such acquisition has actually been
effected.
"Registration Agreement" has the meaning set forth in the
Reorganization Agreement.
"Registration Expenses" has the meaning set forth in Section
13A.
"Reorganization Agreement" has the meaning set forth in the
Preamble.
"Sale Notice" has the meaning set forth in Section 2A.
"Sale of the Company" means the sale of the Company to an
Independent Third Party or group of Independent Third Parties pursuant to which
such party or parties acquire (i) capital stock of the Company possessing the
voting power to elect a majority of the Board (whether by merger, consolidation
or sale or transfer of the Company's capital stock) or (ii) all or substantially
all of the Company's assets determined on a consolidated basis.
"Securities Act" means the Securities Act of 1933, as amended,
or any similar federal law then in force.
"Securities and Exchange Commission" includes any governmental
body or agency succeeding to the functions thereof.
"Securities Exchange Act" means the Securities Exchange Act of
1934, as amended, or any similar federal law then in force.
"Short-Form Registrations" has the meaning set forth in
Section 9A.
"Stockholder Shares" means (i) any Common Stock, Preferred
Stock or Junior Notes held by any Stockholder (including any such securities of
the Company held by any Person having control over or in control of such
Stockholder) as of the Closing or at any time thereafter, (ii) any capital stock
or other equity securities issued or issuable directly or indirectly with
respect to the securities referred to in clause (i) above by way of dividend or
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. As to any particular shares constituting
Stockholder Shares, such shares shall cease to be Stockholder Shares when they
have been (x) effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering them or (y) sold to the
public through a broker,
-26-
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dealer or market maker pursuant to Rule 144 (or any similar provision then in
force) under the Securities Act.
"Stockholder" or "Stockholders" has the meaning set forth in
the Preamble.
"Transfer Shares" has the meaning set forth in Section 2A.
"Transfer" has the meaning set forth in Section 2A.
"Transferring Stockholder" has the meaning set forth in
Section 2A.
"WS Registrable Securities" means (i) any shares of Common
Stock issued to WS pursuant to the Reorganization Agreement, (ii) any shares of
Common Stock otherwise acquired by WS, (iii) any shares of Common Stock issued
or issuable upon conversion other WS Shares, and (iv) any equity securities
issued or issuable directly or indirectly with respect to the securities
referred to in any of clauses (i) through (iii) above by way of stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization.
"WS Shares" means (i) any Stockholder Shares acquired by WS
pursuant to the LISN Merger or the Investment Agreement or otherwise pursuant to
the Reorganization Agreement, (ii) any Stockholder Shares otherwise held from
time to time by WS and (iii) any securities issued or issuable directly or
indirectly with respect to the Stockholder Shares referred to in clause (i) or
(ii) by way of dividend or split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. For all
purposes hereof, the holders of a majority of the WS Shares shall be determined
on a Fully Diluted Basis, taking into account only WS Shares.
"WS" has the meaning set forth in the Preamble.
Unless otherwise stated, other capitalized terms contained
herein have the meanings set forth in the Reorganization Agreement.
SECTION 18. MISCELLANEOUS
18A. TRANSFERS IN VIOLATION OF AGREEMENT. Any Transfer or
attempted Transfer of any Stockholder Shares in violation of any provision of
this Agreement shall be void, and the Company shall not record such Transfer on
its books or treat any purported transferee of such Stockholder Shares as the
owner of such shares for any purpose.
18B. AMENDMENT AND WAIVER. Except as otherwise provided
herein, no modification, amendment or waiver of any provision of this Agreement
shall be effective against the Company or the Stockholders unless such
modification, amendment or waiver is approved in writing by the Company, the
holders of a majority of the outstanding shares of Common Stock voting as a
class on a per share basis (excluding Investor Shares) and the holders of a
majority of the Investor Shares (provided that the holders of Investor Shares
agree that in the event that such amendment or waiver by its terms unreasonably
treats any holder or group of holders of Investor Shares adversely
-27-
31
relative to other holders of Investor Shares, then such amendment or waiver will
require the consent of a majority of Stockholder Shares held by such holder or
group of holders of Investor Shares so adversely and unreasonably treated).
18C. SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or the effectiveness or validity of any provision in any
other jurisdiction, and this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
18D. ENTIRE AGREEMENT. Except as otherwise expressly set forth
herein, this document, the Reorganization Agreement and the documents referenced
therein embody the complete agreement and understanding among the parties hereto
with respect to the subject matter hereof and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way. Each
Existing Orius Stockholder acknowledges and agrees that as of the Effective time
the Stockholders Agreement, dated February 26, 1999, as amended (the
"Stockholders Agreement") by and among the Company and the parties named therein
and the Registration Agreement, dated February 26, 1999, as amended (the
"Registration Agreement") by and among the Company and the parties named therein
are terminated and will no longer be of any force or effect, and, as of the
Effective Time, each Existing Orius Stockholder expressly waives all of his, her
or its rights under the Stockholders Agreement and the Registration Agreement.
LISN and each Former LISN Shareholder acknowledges and agrees that, as of the
Effective Time, the Existing LISN Agreements are terminated and will no longer
be of any further force and effect, and, as of the Effective Time, each Former
LISN Shareholder (including WS for purposes of this Section 17D) expressly
waives all of his, her and its rights under each of the Existing LISN
Agreements.
18E. NO INCONSISTENT AGREEMENTS. The Company will not
hereafter enter into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the holders of Registrable
Securities in this Agreement.
18F. ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company
will not take any action, or permit any change to occur, with respect to its
securities which would materially and adversely affect the ability of the
holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or which would adversely
affect the marketability of such Registrable Securities in any such registration
(including, without limitation, effecting a stock split or a combination of
shares).
18G. SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by the Company and its successors and assigns and the Stockholders and any
subsequent holders of Stockholder Shares and the respective successors and
assigns of each of them, so long as they hold Stockholder Shares.
-28-
32
18H. COUNTERPARTS. This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
18I. REMEDIES. The parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any breach of the provisions of
this Agreement and that the Company and any Stockholder shall have the right to
injunctive relief, in addition to all of its rights and remedies at law or in
equity, to enforce the provisions of this Agreement. Nothing contained in this
Agreement shall be construed to confer upon any Person who is not a signatory
hereto any rights or benefits, as a third party beneficiary or otherwise.
18J. NOTICES. Any notice provided for in this Agreement shall
be in writing and shall be either personally delivered, or received by certified
mail, return receipt requested, or sent by reputable overnight courier service
(charges prepaid) to the Company at the address set forth below and to any other
recipient at the address indicated in the Reorganization Agreement and to any
subsequent holder of Stockholder Shares at such address as indicated by the
Company's records (and in the case of any Existing Stockholder Share, with a
copy to White and ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, attention: M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) or at such address or to
the attention of such other person as the recipient party has specified by prior
written notice to the sending party. Notices will be deemed to have been given
hereunder when delivered personally, three business days after deposit in the
U.S. mail and one business day after deposit with a reputable overnight courier
service. The Company's address is:
Orius Corp.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief Executive Officer
with a copy to (prior to the Effective Time):
---------------------------------------------
(which shall not constitute notice to the Company)
Akerman, Senterfitt & ▇▇▇▇▇▇, P.A.
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇
with a copy to (after the Effective Time):
---------------------------------------------
(which shall not constitute notice to the Company)
▇▇▇▇▇▇ ▇▇▇▇▇ Partners II, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-29-
33
and
---
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
18K. GOVERNING LAW. THE CORPORATE LAW OF FLORIDA WILL GOVERN
ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS;
PROVIDED THAT UPON CONSUMMATION OF THE REINCORPORATION MERGER REFERRED TO IN
SECTION 16, THE CORPORATE LAW OF DELAWARE WILL GOVERN ALL ISSUES CONCERNING THE
RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. ALL OTHER ISSUES CONCERNING
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF
LAW PROVISION OR RULE (WHETHER OF THE STATE OF ILLINOIS OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY JURISDICTION
OTHER THAN THE STATE OF ILLINOIS.,
18L. DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
* * * * *
-30-
34
IN WITNESS WHEREOF, the parties hereto have executed this
Investor Rights Agreement on the day and year first above written.
THE COMPANY:
ORIUS CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Its:
LISN:
LISN HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Its:
WS:
▇▇▇▇▇▇ ▇▇▇▇▇ & PARTNERS II, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners Management II, L.P.
Its: General Partner
By: ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners Management II, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇ ▇▇▇▇▇ & PARTNERS DUTCH, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners Management II, L.P.
Its: General Partner
By: ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners Management II, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
[END OF SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT. COUNTERPART SIGNATURE
PAGES FOR THE OTHER STOCKHOLDERS TO BE ATTACHED SEPARATELY PURSUANT TO SECTION
18H.]
35
SCHEDULE OF FORMER LISN SHAREHOLDERS
FORMER LISN
-----------
SHAREHOLDERS STOCKHOLDER SHARES
------------ ------------------
Common Stock Preferred Stock Junior Notes
------------ --------------- ------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable
Electing Small Business Trust
(Dated December 25, 1998)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable
Electing Small Business Trust
(Dated December 25, 1998)
36
SCHEDULE OF COINVESTORS
COINVESTORS STOCKHOLDER SHARES
----------- ------------------
Common Stock Preferred Stock Junior Notes
------------ --------------- ------------
▇▇▇▇▇▇▇▇ Partners III, ▇.▇.
▇▇▇▇▇▇▇ Plaza Partners
Fleet Venture Resources,
Inc.
Fleet Equity Partners VI,
L.P.
BancBoston Ventures Inc.
Indosuez LISN Partners
37
SCHEDULE OF WS INVESTORS
INVESTORS STOCKHOLDER SHARES
--------- ------------------
Common Stock Preferred Stock Junior Notes
------------ --------------- ------------
▇▇▇▇▇▇ ▇▇▇▇▇ & Partners II, L.P.
▇▇▇▇▇▇ ▇▇▇▇▇ & Partners Dutch,
L.P.
38
SCHEDULE OF NEW STOCKHOLDERS
NEW STOCKHOLDERS STOCKHOLDER SHARES
---------------- ------------------
Common Stock Preferred Stock Junior Notes
------------ --------------- ------------
39
SCHEDULE OF EXISTING ORIUS STOCKHOLDERS
SCHEDULE OF EXISTING STOCKHOLDERS SHARES
-------------------- -------------------
ORIUS STOCKHOLDERS
------------------
Common Stock Preferred Stock Junior Notes
------------ --------------- ------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
G.M.S. Consultants Group, Inc.
▇▇▇▇▇▇▇▇ & Associates, P.A.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Childress
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Light
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of the
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Gift Trust
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of the
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Gift Trust
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of the
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Gift Trust
40
SCHEDULE OF EXISTING STOCKHOLDERS SHARES
-------------------- -------------------
ORIUS STOCKHOLDERS
------------------
Common Stock Preferred Stock Junior Notes
------------ --------------- ------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of the
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Gift Trust
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of the
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Gift Trust
▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ Roll
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
P. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
D. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
41
SCHEDULE OF EXISTING STOCKHOLDERS SHARES
-------------------- -------------------
ORIUS STOCKHOLDERS
------------------
Common Stock Preferred Stock Junior Notes
------------ --------------- ------------
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ Back
E. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Irrevocable Family Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Grandchild Trust
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Grandchild Trust
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Grandchild
Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Grandchild Trust
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Grandchild
Trust
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ as Trustee of the
Powers Grandchildren's Trust
Dated July 7, 1999
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Irrevocable
Trust Dated July 19, 1999
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Irrevocable
Trust Dated July 19, 1999
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Irrevocable
Trust Dated July 19, 1999
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
42
SCHEDULE OF EXISTING STOCKHOLDERS SHARES
-------------------- -------------------
ORIUS STOCKHOLDERS
------------------
Common Stock Preferred Stock Junior Notes
------------ --------------- ------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of the
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Gift Grust
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of the
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Gift Trust Dated
July 19, 1999
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of the
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Gift Trust
Dated July 19, 1999
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of the
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Gift Trust
Dated July 19, 1999
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of the
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Gift Trust
Dated July 19, 1999
The ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Irrevocable
Trust Agreement
The ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Irrevocable
Trust Agreement
The ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Irrevocable Trust Agreement
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Irrevocable
Trust Agreement
The ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Irrevocable Trust Agreement
The ▇▇▇▇▇▇▇▇▇ Irrevocable Trust
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1999 Grantor
Retained Annuity Trust
43
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(COINVESTORS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Coinvestor" and an
"Investor" under that certain Investor Rights Agreement dated as of November 8,
1999, and effective as of the Effective Time (as such term is defined in the
Investor Rights Agreement), by and among Orius Corp. and the stockholders of
Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
------------------------------------
Print name
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
BancBoston Ventures, Inc.
------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Signature
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------
Title: Director
------------------------------
Taxpayer I.D. No.: ▇▇▇▇▇▇▇▇▇
------------------
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
----------------------
Address:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------
------------------------------------
44
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(FORMER LISN SHAREHOLDERS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Former LISN
Shareholder" and an "Stockholder" under that certain Investor Rights Agreement
dated as of November 8, 1999, and effective as of the Effective Time (as such
term is defined in the Investor Rights Agreement), by and among Orius Corp. and
the stockholders of Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
------------------------------------
Print name
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇▇▇ Partners III, L.P.
------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Signature
Print Name:
-------------------------
Title:
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.:
----------------------
Address:
------------------------------------
------------------------------------
------------------------------------
45
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(COINVESTORS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Coinvestor" and an
"Investor" under that certain Investor Rights Agreement dated as of November 8,
1999, and effective as of the Effective Time (as such term is defined in the
Investor Rights Agreement), by and among Orius Corp. and the stockholders of
Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
------------------------------------
Print name
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
Fleet Venture Resources, Inc.
------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Signature
Print Name:
-------------------------
Title:
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.:
----------------------
Address:
------------------------------------
------------------------------------
------------------------------------
46
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(COINVESTORS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Coinvestor" and an
"Investor" under that certain Investor Rights Agreement dated as of November 8,
1999, and effective as of the Effective Time (as such term is defined in the
Investor Rights Agreement), by and among Orius Corp. and the stockholders of
Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
------------------------------------
Print name
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
Fleet Equity Partners, VI, L.P.
------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Signature
Print Name:
-------------------------
Title:
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.:
----------------------
Address:
------------------------------------
------------------------------------
------------------------------------
47
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(COINVESTORS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Coinvestor" and an
"Investor" under that certain Investor Rights Agreement dated as of November 8,
1999, and effective as of the Effective Time (as such term is defined in the
Investor Rights Agreement), by and among Orius Corp. and the stockholders of
Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
------------------------------------
Print name
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇▇ Plaza Partners
------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Signature
Print Name:
-------------------------
Title:
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.:
----------------------
Address:
------------------------------------
------------------------------------
------------------------------------
48
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(COINVESTORS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Coinvestor" and an
"Investor" under that certain Investor Rights Agreement dated as of November 8,
1999, and effective as of the Effective Time (as such term is defined in the
Investor Rights Agreement), by and among Orius Corp. and the stockholders of
Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
------------------------------------
Print name
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
Indosuez LISN Partners
By Indosuez ▇▇ ▇▇, Inc.
Its Managing General Partner
------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Signature
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
Title: Vice President Vice President
---------------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
------------------
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
----------------------
Address:
c/o Credit Agricole Indosuez
------------------------------------
1211 Avenue of The Americas
------------------------------------
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------
49
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(COINVESTORS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Coinvestor" and an
"Investor" under that certain Investor Rights Agreement dated as of November 8,
1999, and effective as of the Effective Time (as such term is defined in the
Investor Rights Agreement), by and among Orius Corp. and the stockholders of
Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
------------------------------------
Print name
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
ABU DHABI INVESTMENT AUTHORITY
------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Signature
Print Name: ▇▇▇▇▇ ▇▇▇▇▇
-------------------------
Title: Deputy Director
------------------------------
Taxpayer I.D. No.: N/A
------------------
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
----------------------
Address:
▇.▇. ▇▇▇ ▇▇▇▇
------------------------------------
Corniche Street
------------------------------------
Abu Dhabi
------------------------------------
United Arab Emirates
50
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(COINVESTORS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Coinvestor" and an
"Investor" under that certain Investor Rights Agreement dated as of November 8,
1999, and effective as of the Effective Time (as such term is defined in the
Investor Rights Agreement), by and among Orius Corp. and the stockholders of
Orius Corp. from time to time a party thereto.
BANCAMERICA CAPITAL INVESTORS II, L.P.
By: Bancamerica Capital Management II, L.P.
Its: General Partner
By: BACM II GP, LLC
Its: General Partner
By:
---------------------------------
Its: Authorized Member
51
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(COINVESTORS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Coinvestor" and an
"Investor" under that certain Investor Rights Agreement dated as of November 8,
1999, and effective as of the Effective Time (as such term is defined in the
Investor Rights Agreement), by and among Orius Corp. and the stockholders of
Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
------------------------------------
Print name
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
DB Capital Investors, L.P.
------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Signature
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------
Title: Managing Director
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.: ▇▇-▇▇▇-▇▇▇▇
----------------------
Address:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------
------------------------------------
52
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(COINVESTORS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Coinvestor" and an
"Investor" under that certain Investor Rights Agreement dated as of November 8,
1999, and effective as of the Effective Time (as such term is defined in the
Investor Rights Agreement), by and among Orius Corp. and the stockholders of
Orius Corp. from time to time a party thereto.
GS PRIVATE EQUITY PARTNERS- GS PRIVATE EQUITY PARTNERS II, L.P.
CONNECTICUT, L.P. By: GS PEP II Advisors, L.L.C., General
By: GS PEP II Advisors, L.L.C., General Partner
Connecticut, L.L.C., General Partner By: GSAM Gen-Par, L.L.C., Managing
By: GSAM Gen-Par, L.L.C., Managing Member By::
Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------ ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇
--------------------------------- ---------------------------------
Title: Director Title: Director
--------------------------------- ---------------------------------
GS PRIVATE EQUITY PARTNERS II GS PRIVATE EQUITY PARTNERS II-
OFFSHORE, L.P. DIRECT INVESTMENT FUND, L.P.
By: GS PEP II Offshore, Advisors, Inc., By: GS PEP II Direct Investment
General Partner Advisors, L.L.C., General Partners
By: GSAM Gen-Par, L.L.C., Managing
Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------ ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇
--------------------------------- ---------------------------------
Title: Director Title: Director
--------------------------------- ---------------------------------
GS PRIVATE EQUITY PARTNERS III, L.P. GS PRIVATE EQUITY PARTNERS III
OFFSHORE, L.P.
By: GS PEP II Advisors, L.L.C., General By: GS PEP III Offshore Advisors, Inc.,
Partner General Partner
By: GSAM Gen-Par, L.L.C., Managing
Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------ ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇
--------------------------------- ---------------------------------
Title: Director Title: Director
--------------------------------- ---------------------------------
53
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(COINVESTORS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Coinvestor" and an
"Investor" under that certain Investor Rights Agreement dated as of November 8,
1999, and effective as of the Effective Time (as such term is defined in the
Investor Rights Agreement), by and among Orius Corp. and the stockholders of
Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
------------------------------------
Print name
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
Nassau Capital Partners III, L.P.
By Nassau Capital L.L.C.
Its General Partner
------------------------------------
Name of Entity
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Signature
Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Title: Member
------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
------------------
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
----------------------
Address:
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------
------------------------------------
54
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(COINVESTORS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Coinvestor" and an
"Investor" under that certain Investor Rights Agreement dated as of November 8,
1999, and effective as of the Effective Time (as such term is defined in the
Investor Rights Agreement), by and among Orius Corp. and the stockholders of
Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
------------------------------------
Print name
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
NAS Partners I L.L.C.
------------------------------------
Name of Entity
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Signature
Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Title: Member
------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
------------------
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
----------------------
Address:
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
------------------------------------
Princeton, N.J. 08542
------------------------------------
------------------------------------
55
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(FORMER LISN SHAREHOLDERS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Former LISN
Shareholder" and an "Stockholder" under that certain Investor Rights Agreement
dated as of November 8, 1999, and effective as of the Effective Time (as such
term is defined in the Investor Rights Agreement), by and among Orius Corp. and
the stockholders of Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Print name
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
------------------------------------
Name of Entity
------------------------------------
Signature
Print Name:
-------------------------
Title:
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.:
----------------------
Address:
------------------------------------
------------------------------------
------------------------------------
56
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(FORMER LISN SHAREHOLDERS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Former LISN
Shareholder" and an "Stockholder" under that certain Investor Rights Agreement
dated as of November 8, 1999, and effective as of the Effective Time (as such
term is defined in the Investor Rights Agreement), by and among Orius Corp. and
the stockholders of Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Print name
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
------------------------------------
Name of Entity
------------------------------------
Signature
Print Name:
-------------------------
Title:
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.:
----------------------
Address:
------------------------------------
------------------------------------
------------------------------------
57
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(FORMER LISN SHAREHOLDERS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Former LISN
Shareholder" and an "Stockholder" under that certain Investor Rights Agreement
dated as of November 8, 1999, and effective as of the Effective Time (as such
term is defined in the Investor Rights Agreement), by and among Orius Corp. and
the stockholders of Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Print name
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
------------------------------------
Name of Entity
------------------------------------
Signature
Print Name:
-------------------------
Title:
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.:
----------------------
Address:
------------------------------------
------------------------------------
------------------------------------
58
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(FORMER LISN SHAREHOLDERS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Former LISN
Shareholder" and an "Stockholder" under that certain Investor Rights Agreement
dated as of November 8, 1999, and effective as of the Effective Time (as such
term is defined in the Investor Rights Agreement), by and among Orius Corp. and
the stockholders of Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Print name
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
------------------------------------
Name of Entity
------------------------------------
Signature
Print Name:
-------------------------
Title:
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.:
----------------------
Address:
------------------------------------
------------------------------------
------------------------------------
59
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(FORMER LISN SHAREHOLDERS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Former LISN
Shareholder" and an "Stockholder" under that certain Investor Rights Agreement
dated as of November 8, 1999, and effective as of the Effective Time (as such
term is defined in the Investor Rights Agreement), by and among Orius Corp. and
the stockholders of Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
------------------------------------
Print name
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇ ▇. Hiunor
Electing Small Business Trust (effective 12/25/98)
------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇. Hiunor, TRUSTEE
------------------------------------
Signature
Print Name: ▇▇▇▇▇ ▇. Hiunor
-------------------------
Title: TRUSTEE
------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
------------------
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
----------------------
Address:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
------------------------------------
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------
------------------------------------
60
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(FORMER LISN SHAREHOLDERS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Former LISN
Shareholder" and an "Stockholder" under that certain Investor Rights Agreement
dated as of November 8, 1999, and effective as of the Effective Time (as such
term is defined in the Investor Rights Agreement), by and among Orius Corp. and
the stockholders of Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Print name
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
------------------------------------
Name of Entity
------------------------------------
Signature
Print Name:
-------------------------
Title:
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.:
----------------------
Address:
------------------------------------
------------------------------------
------------------------------------
61
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(FORMER LISN SHAREHOLDERS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Former LISN
Shareholder" and an "Stockholder" under that certain Investor Rights Agreement
dated as of November 8, 1999, and effective as of the Effective Time (as such
term is defined in the Investor Rights Agreement), by and among Orius Corp. and
the stockholders of Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Print name
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
------------------------------------
Name of Entity
------------------------------------
Signature
Print Name:
-------------------------
Title:
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.:
----------------------
Address:
------------------------------------
------------------------------------
------------------------------------
62
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(FORMER LISN SHAREHOLDERS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Former LISN
Shareholder" and an "Stockholder" under that certain Investor Rights Agreement
dated as of November 8, 1999, and effective as of the Effective Time (as such
term is defined in the Investor Rights Agreement), by and among Orius Corp. and
the stockholders of Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Print name
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
------------------------------------
Name of Entity
------------------------------------
Signature
Print Name:
-------------------------
Title:
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.:
----------------------
Address:
------------------------------------
------------------------------------
------------------------------------
63
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(FORMER LISN SHAREHOLDERS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Former LISN
Shareholder" and an "Stockholder" under that certain Investor Rights Agreement
dated as of November 8, 1999, and effective as of the Effective Time (as such
term is defined in the Investor Rights Agreement), by and among Orius Corp. and
the stockholders of Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Print name
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
------------------------------------
Name of Entity
------------------------------------
Signature
Print Name:
-------------------------
Title:
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.:
----------------------
Address:
------------------------------------
------------------------------------
------------------------------------
64
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(FORMER LISN SHAREHOLDERS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Former LISN
Shareholder" and an "Stockholder" under that certain Investor Rights Agreement
dated as of November 8, 1999, and effective as of the Effective Time (as such
term is defined in the Investor Rights Agreement), by and among Orius Corp. and
the stockholders of Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
------------------------------------
Print name
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Electing
Small Business Trust
------------------------------------
Name of Entity
/s/
------------------------------------
Signature
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
Title: TRUSTEE
------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
------------------
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
----------------------
Address:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇
------------------------------------
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------
------------------------------------
65
COUNTERPART SIGNATURE PAGE TO THE INVESTOR RIGHTS AGREEMENT
(FORMER LISN SHAREHOLDERS)
By executing this counterpart signature page below, the undersigned agrees
to be subject to all of the rights and obligations of a "Former LISN
Shareholder" and an "Stockholder" under that certain Investor Rights Agreement
dated as of November 8, 1999, and effective as of the Effective Time (as such
term is defined in the Investor Rights Agreement), by and among Orius Corp. and
the stockholders of Orius Corp. from time to time a party thereto.
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Print name
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
------------------------------------
Name of Entity
------------------------------------
Signature
Print Name:
-------------------------
Title:
------------------------------
Taxpayer I.D. No.:
------------------
Telephone No.:
----------------------
Address:
------------------------------------
------------------------------------
------------------------------------
66
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
67
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
SIGN HERE
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Print Name
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Signature
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
68
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
SIGN HERE
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Print Name
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Signature
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
69
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇ ▇. BACK
▇▇▇▇▇ ▇. BACK
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
70
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ GRANDCHILD TRUST
----------------------------------------
Name of Entity
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: 265 Runnymede
-------------------------------
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
71
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ GRANDCHILD TRUST
----------------------------------------
Name of Entity
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: 265 Runnymede
-------------------------------
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
72
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ GRANDCHILD TRUST
----------------------------------------
Name of Entity
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: 43-627340
----------------------
Telephone Number: (▇▇▇)-▇▇▇-▇▇▇▇
-----------------------
Address: 265 Runnymede
-------------------------------
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
73
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ GRANDCHILD TRUST
----------------------------------------
Name of Entity
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: 265 Runnymede
-------------------------------
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
74
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ GRANDCHILD TRUST
----------------------------------------
Name of Entity
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: 265 Runnymede
-------------------------------
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
75
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ IRREVOCABLE FAMILY TRUST
----------------------------------------
Name of Entity
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: 265 Runnymede
-------------------------------
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
76
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: 23351 Mapleridge
-------------------------------
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
77
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇
-------------------------------
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
78
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
ATTORNEY BONADEO GIFT TRUST
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
79
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GIFT TRUST
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇
-------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
80
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇▇ Banadeo Gift Trust
----------------------------------------
Name of Entity
/s/ Larny Banedeo
----------------------------------------
Signature
Print Name: Larny Banedeo
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
81
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GIFT TRUST
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
82
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
------------------------------
----------------------------------------
----------------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GIFT TRUST
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇
-------------------------------
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
83
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
POWERS GRANDCHILDREN'S TRUST
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------
Title: Trustees
----------------------------------
Taxpayer I.D. No.: ▇▇-▇▇▇▇▇▇▇
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
84
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Signature
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
85
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇ CHAVERERE
----------------------------------------
Name of Entity
/s/ ▇▇▇▇ CHAVERERE
----------------------------------------
Signature
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
-------------------------------
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
86
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
KITTY J. CHEVERERE
----------------------------------------
Name of Entity
/s/ KITTY J. CHEVERERE
----------------------------------------
Signature
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ N221
-------------------------------
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
Title
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
87
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇▇ CHILDRESS
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇▇ CHILDRESS
----------------------------------------
Signature
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------
Creve ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
88
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
SIGN HERE
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Address: ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇.
-------------------------------
E. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
89
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
90
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇
-------------------------------
53020
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
91
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇▇▇, PA
------------------------------
15037
------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
92
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: 22101 ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
93
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇
-------------------------------
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
94
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
C-138
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ IRREVOCABLE TRUST
----------------------------------------
Name of Entity
/s/ ▇.▇. ▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇.▇. ▇▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: Applied For
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
95
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇. ▇▇▇ ▇▇.
------------------------------
#2
------------------------------
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
96
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
C-137
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ IRREVOCABLE TRUST
----------------------------------------
Name of Entity
/s/ ▇.▇. ▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇.▇. ▇▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: Applied For
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇
-------------------------------
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
97
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ C-140
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
#109
------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
98
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
C-143
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
99
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
C-139
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
------------------------------
------------------------------
------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ IRREVOCABLE TRUST
----------------------------------------
Name of Entity
/s/ ▇. ▇. ▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇. ▇. ▇▇▇▇▇▇▇
-----------------------------
Title: TRUSTEE
----------------------------------
Taxpayer I.D. No.: Applied for
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
100
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ C-142
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: 817 Pink ▇▇▇▇▇▇▇ Ct
-------------------------------
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
101
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: 817 Pink ▇▇▇▇▇▇▇ Ct.
------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------
------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
102
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇.
-------------------------------
E. Springfield PA. 16411
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: Applied for
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
-------------------------------
▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
103
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
104
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Signature
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
105
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Signature
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
106
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ P. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
P. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
107
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: 310 Iron Mountain
-------------------------------
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
108
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇
-------------------------------
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
109
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION, PARTNERSHIP
OR TRUST:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1999 GRANTOR
RETAINED ANNUNITY TRUST
----------------------------------------
Name of Entity
/s/ E. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: E. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: N/A
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
110
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
SIGN HERE
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇. ▇▇▇▇▇ KAJAROWICZ
----------------------------------------
Print Name
/s/ ▇. ▇▇▇▇▇ KAJAROWICZ
----------------------------------------
Signature
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
-------------------------------
Vienna, VA. 22181
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
111
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇
-------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
112
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇ LIGHT
▇▇▇▇▇▇▇ LIGHT
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: 32 ▇▇ ▇▇▇▇ ▇▇▇▇.
-------------------------------
▇▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------
----------------------------------------
Name of Entity
----------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
113
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇ ▇. ▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: 1189 ▇▇▇▇▇▇▇▇▇▇ Creek Dr.
-------------------------------
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
----------------------------------------
Name of Entity
----------------------------------------
Signature
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
114
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
THE ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST AGREEMENT
------------------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: Applied For
----------------------
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
115
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
THE ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ IRREVOCABLE TRUST AGREEMENT
-------------------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: Applied For
----------------------
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
116
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.: ###-##-####
----------------------
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
117
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.: Applied for
----------------------
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
118
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.: ###-##-####
----------------------
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
119
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
-------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
120
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
The ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Irrevocable
Trust Agreement
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: Applied for
----------------------
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
121
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
THE ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ IRREVOCABLE
TRUST AGREEMENT
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: Applied for
----------------------
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
122
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
THE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ IRREVOCABLE
TRUST AGREEMENT
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: Applied for
----------------------
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
123
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
-------------------------------
▇▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇
-------------------------------
33408
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
124
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇ ▇▇▇▇ ▇▇▇
-------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
125
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ TRUST DATE 12/15/99
----------------------------------------
Name of Entity
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ TRUSTEE
----------------------------------------
Signature
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Title: Trustee
----------------------------------
Taxpayer I.D. No.: ###-##-####
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
-------------------------------
West ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
126
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇
-------------------------------
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
127
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
SIGN HERE
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Print Name
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Signature
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
-------------------------------
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
128
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇
-------------------------------
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
129
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
130
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
C-132
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
-------------------------------
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
131
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
-------------------------------
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
132
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
SIGN HERE
IF THE UNDERSIGNED IS AN INDIVIDUAL:
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇
-------------------------------
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
133
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇ ▇. ROLL
▇▇▇▇▇▇▇ ▇. Roll
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇
-------------------------------
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
134
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
135
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
SIGN HERE
IF THE UNDERSIGNED IS AN INDIVIDUAL:
D. ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Name of Entity
/s/ D. ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Signature
Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
136
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
137
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
SIGN HERE
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name of Entity
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Address: ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇
-------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
138
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
-------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
139
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: 1115 Normandy Trace Rd
-------------------------------
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
140
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------------
Ballwin, MO. 63021
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
141
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ ▇.▇.
-------------------------------
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
142
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address: ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
-------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
----------------------------------------
Name of Entity
----------------------------------------
Signature
Print Name:
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.:
----------------------
Telephone Number:
-----------------------
Address:
-------------------------------
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)
143
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
SIGN HERE
The undersigned agrees to be bound by the terms of the Reorganization Agreement
and agrees to all of the provisions thereof, as well as the terms and agreements
above, and makes the representations and warranties set forth above.
Address:
-------------------------------
-------------------------------
-------------------------------
IF THE UNDERSIGNED IS A CORPORATION,
PARTNERSHIP OR TRUST:
▇▇▇▇▇ ▇. ▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇
TRUSTEES OF THE ▇▇▇▇▇ ▇. ▇▇▇▇ AND
▇▇▇▇▇ ▇. ▇▇▇▇ LOVING TRUST
----------------------------------------
Name of Entity
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
Signature
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
Title:
----------------------------------
Taxpayer I.D. No.: ###-##-####
----------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
-------------------------------
▇'▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
-------------------------------
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) REPRESENTING THE ORIUS COMMON OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH.)