Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Form S-1 Amendment Number 1 107 579K
2: EX-3.1 Restated Certificate of Incorporation 25 111K
3: EX-3.2 Amended and Restated By-Laws 18 82K
4: EX-4.1 Specimen Common Stock Certificate 2 12K
5: EX-4.2 Warrant Agreement Dtd September 4, 1998 33 94K
6: EX-4.3 Common Stock Warrant Dtd 02/19/1999 8 37K
7: EX-4.4 Common Stock Warrant Dtd 02/19/1999 8 37K
8: EX-4.5 Stockholders Agreement Dated 02/19/1999 28 142K
9: EX-10.1 Investment Agreement Dated 04/22/1998 2 19K
16: EX-10.10 Assignment and Assumption Dtd 10/02/1998 3 18K
17: EX-10.12 Employment Agreement Dtd 6/29/1998 15 53K
18: EX-10.13 Agreement for Cooperative Use Dtd 11/5/1996 37 112K
19: EX-10.14 Letter of Agreement Dtd 2/28/1997 2 15K
20: EX-10.15 Letter of Agreement Option Dtd 4/4/1997 2± 14K
21: EX-10.16 Letter Amendement Agreement Dtd 8/1/1997 3 17K
22: EX-10.17 Letter Amendement Agreement Dtd 10/21/1997 2± 14K
23: EX-10.18 Application Transfer Dtd 01/06/1999 2± 15K
24: EX-10.19 Assignment of Ussn and Pct Dtd 01/06/1999 2 16K
25: EX-10.20 Letter Amendment Agreement Dtd 01/26/1999 2 20K
26: EX-10.21 Assignmt of 50% of Certain Patent Prop Dtd 3 24K
01/26/1999
27: EX-10.22 Assignmt of Certain Trademarks Dtd 02/09/1999 2 15K
28: EX-10.23 Internet Services Agreement Dtd 10/24/1997 6 37K
29: EX-10.24 Collaboration Agreement Dtd 02/18/1998 2 17K
30: EX-10.25 Cais Iport License Agreement Dtd 09/10/1998 19 70K
31: EX-10.26 Marketing Assoc. Solution Agreement Dtd 11/11/1998 10 50K
32: EX-10.27 Master License Agreement Dtd 12/23/1998 51 175K
33: EX-10.28 Agreement for High Speed Net Access Serv Dtd 26 93K
02/19/1999
34: EX-10.29 Deed of Lease Dtd July 28, 1997 13 44K
10: EX-10.3 Series A Stock Dtd 02/19/1999 43 177K
35: EX-10.30 Deed of Lease Dtd May 28, 1998 12 41K
36: EX-10.31 Office Building Lease Dtd 11/21/1998 71± 279K
37: EX-10.32 Settle Agreement Dtd 01/24/1999 17 48K
38: EX-10.33 Amended and Restated Equity Dtd 02/12/1999 9 46K
11: EX-10.4 Exchange Agreement Dtd 10/02/1998 5 22K
12: EX-10.5 Agreement of Merger Dtd 10/02/1998 5 25K
13: EX-10.6 Amended and Restated Employment Agreement Dtd 9 43K
06/03/1997
14: EX-10.7 Assignment and Assumption Dtd 10/02/1998 3 17K
15: EX-10.9 Amended Employment Agreement Dtd 9/8/1997 11 49K
EXHIBIT 10.7
ASSIGNMENT AND ASSUMPTION AGREEMENT
AND RELEASE
This Assignment and Assumption Agreement and Release (this "Agreement") is
made as of October 2, 1998 by and among CAIS, Inc., a Virginia corporation, (the
"Assignor"), CGX Communications, Inc., a Delaware corporation ("Assignee"), and
Evans K. Anderson ("Employee").
RECITALS:
--------
1. Assignor is party to a certain employment agreement (the "Employment
Agreement") dated as of June 3, 1997 between Assignor and Employee.
2. Pursuant to the Employment Agreement, Assignor granted to Employee
certain options to purchase limited partnership interests in CAIS
Limited Partnership and Cleartel Communications Limited Partnership
(the "Partnerships"), or, in the event that the Partnerships are
merged into Assignee, options to purchase shares of Assignee (the
"Options"). In addition, Assignor separately agreed to grant Employee
a limited partnership interest in CAIS Limited Partnership.
3. Simultaneously herewith, Assignor and Assignee are consummating
certain transactions whereby Assignor will become a wholly owned
subsidiary of Assignee (the "Restructuring").
4. In connection with the Restructuring, Assignor desires to assign all
of their rights and obligations under the Employment Agreement to
Assignee, and Assignee desires to assume all of Assignor's rights and
obligations under the Employment Agreement, subject to and in
accordance with the terms and conditions set forth in this Agreement.
6. Employee desires to release Assignor from its performance under the
Options, and to release Assignor and CAIS Limited Partnership from any
obligation to grant Employee a limited partnership interest in CAIS
Limited Partnership, subject to his receipt of new options from
Assignee and further subject to and in accordance with the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows.
1. Assignor hereby assigns all of their rights and obligations under the
Employment Agreement to Assignee, and Assignee hereby accepts such assignment
and agrees to perform each and every obligation and covenant of Assignor related
to the Employment Agreement.
2. Assignee hereby grants to Employee new options to purchase 301,420
shares of the common stock, par value $.01 per share, of Assignee for
a purchase price of $1.1942 per share, which options shall be subject
to all of the terms and conditions applicable to the Options set forth
in Exhibit A to the Employment Agreement.
3. Employee hereby releases and discharges Assignor and the Partnerships
from any and all duties, liabilities, claims and performance under the
Options, and relinquishes any further claim or entitlement to any
additional equity interest in Assignor, Assignee and the Partnerships
arising by virtue of the Employment Agreement or any other agreement,
whether verbal or in writing, existing as of the date hereof between
Employee and any of Assignor, Assignee or the Partnerships, except for
the entitlement of the Employee to receive new options as provided in
paragraphs 2 and 3 above.
4. Employee hereby consents to the assignment of the Employment Contract
from Assignor to Assignee.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
ASSIGNORS:
CAIS, INC.
By: /s/ Ulysses G. Auger, II
------------------------
Ulysses G. Auger, II, President
ASSIGNEE:
CGX COMMUNICATIONS, INC.
By: /s/ Ulysses G. Auger, II
------------------------
Ulysses G. Auger, II, President
EMPLOYEE:
/s/ Evans K. Anderson
---------------------
Evans K. Anderson
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/16/99 | | | | | | | None on these Dates |
| | 10/2/98 | | 1 |
| | 6/3/97 | | 1 |
| List all Filings |
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