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
EX-10.1 — Investment Agreement Dated 04/22/1998
| EX-10.1 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 10.1
CGXCOMMUNICATIONS
1232 22nd Street, NW
Washington, DC 20037
Phone: 202.463.8500
Fax: 202.463.7190
http://www.cgxcom.com
---------------------
CAIS INTERNET
Access
Web Services
Co Location
Consulting & ISP Services
CLEARTEL COMMUNICATIONS
Operator Services
Long Distance
International Services
TeleFone
OVERVOICE
High-Speed Internet Access
High-Speed Apartment Distribution
April 22, 1998
Theodore Ammon
c/o Big Flower Holdings, Inc.
3 East 54/th/ Street
New York, NY 10022
Re: Investment in CGX Communications, Inc.
-------------------------------------
Dear Mr. Ammon:
This letter confirms the agreement of Theodore Ammon to make cash investments in
each of CGX Communication, Inc., a Delaware corporation ("CGX"), CAIS, Inc., a
Virginia corporation ("CAIS"), Cleartel Communications, Inc., a corporation
incorporated in the District of Columbia ("CCI") and Cleartel Communications
Limited Partnership, a limited partnership formed in the District of Columbia
("CCI LP"). The aggregate amount of such investments will be $1 million. In
exchange for such investments, Mr. Ammon will receive a 2.439% equity interest
in each of CGX, CAIS, CCI and CCI LP. The equity interest in each
corporation/partnership shall be on the same terms and have the same rights as
all other outstanding equity of such corporation/partnership.
The investments are made on the condition that: (i) as soon as practicable after
the investments, the undersigned will cause CGX, CAIS, CCI and CCI LP to be
combined into an operating entity which will own 100% of the assets of CGX,
CAIS, CCI and CCI LP (the "CGX Group"); (ii) following such reorganization, Mr.
Ammon (or CL Investments, L.P., if Mr. Ammon shall direct) will own a 2.439%
equity interest in the CGX Group (on a fully-diluted basis); and (iii) the
proceeds of the investments will be used by CGX, CAIS, CCI and CCI LP solely for
general business purposes which will not include the repayment of existing
indebtedness or the payment of any consideration to the existing shareholders
(including dividends, redemptions or any similar actions). The investments are
based on an agreed upon valuation of CGX, CAIS, CCI and CCI LP immediately prior
to the investments of $40 million.
Following the closing of the investments, the undersigned shall cooperate with
Mr. Ammon, without any consideration, to execute, acknowledge and deliver in
proper form any further instruments, or take such other actions as Mr. Ammon may
reasonably request, to carry out effectively the intent of this Letter. In
addition, the
parties hereby agree that, immediately following the reorganization, Mr. Ammon
may transfer his equity ownership in the CGX Group to CL Investments, L.P.
If you are in agreement with the foregoing, please indicate by signing and
returning to us a copy of this letter.
Very truly yours,
CGX Communications, Inc.
By: /s/ Ulysses G. Auger, II
---------------------------
Name: Ulysses G. Auger, II
Title: President
CAIS, Inc.
By: /s/ Ulysses G. Auger, II
---------------------------
Name: Ulysses G. Auger, II
Title: President
Cleartel Communications, Inc.
By: /s/ Ulysses G. Auger, II
---------------------------
Name: Ulysses G. Auger, II
Title: President
Cleartel Communications Limited Partnership
By Cleartel Communications, Inc., as general partner
By: /s/ Ulysses G. Auger, II
---------------------------
Name: Ulysses G. Auger, II
Title: President
Accepted and Agreed:
/s/ R. Theodore Ammon
----------------------------------
R. Theodore Ammon
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 |
| | 4/22/98 | | 1 |
| List all Filings |
↑Top
Filing Submission 0000928385-99-000779 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Apr. 26, 9:19:44.1am ET 