exv10w38






Exhibit 10.38




Execution Copy (w/ NC)




EMPLOYEE EQUITY AGREEMENT




     This EMPLOYEE EQUITY AGREEMENT (this “Agreement”) is made as of January 2nd, 2008 by
and between Communications Infrastructure Investments, LLC, a Delaware limited liability company
(the “Company”), and Kenneth des Garennes (“Executive”). Unless otherwise provided
in this Agreement, capitalized terms used herein shall have the meanings set forth in Section
9 hereof.



     WHEREAS, the Company desires to issue to Executive one million five hundred ninety-three
thousand seven hundred seventy-eight (1,593,778) of the Company’s Common Units in consideration of
certain services rendered by Executive to one or more of the Company’s subsidiaries, upon the
terms and subject to the conditions set forth herein and in the LLC Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:



     Section 1. Issuance.



     (a) Upon the terms and subject to the conditions of this Agreement and the LLC Agreement, on
the date of this Agreement, the Company will issue to Executive, in consideration of certain
services rendered by Executive to the Company, one million five hundred ninety-three thousand
seven hundred seventy-eight (1,593,778) of the Company’s Common Units (the “Executive
Units”).



     (b) The Executive Units are being issued as profits interests for federal income tax purposes
pursuant to Revenue Procedures 93-27 and 2001-43 (or pursuant to any subsequent authority) and
notwithstanding anything to the contrary in this Agreement or the LLC Agreement, any allocation or
distribution pursuant to the LLC Agreement with respect to the Executive Units issued pursuant to
this Agreement shall be adjusted to the extent necessary so that such Executive Units shall be
treated as profits interests for federal income tax purposes.



     Section 2. Closing Conditions. The obligation of the Company to consummate the
transactions contemplated hereby and issue Executive Units hereunder is subject to Executive’s
execution and delivery of (i) a counterpart signature to the LLC Agreement and (ii) a Non
Disclosure and Developments Agreement.



     Section 3. Representations and Warranties of Executive. In connection with the
issuance of the Executive Units hereunder, Executive represents and warrants to the Company as of
the date hereof as follows:



     (a) Executive has had an opportunity to ask questions and receive answers concerning the
terms and conditions of the Executive Units. Executive has reviewed, or has had an opportunity to
review a copy of the LLC Agreement.



 









 





     (b) Each of this Agreement and the LLC Agreement constitutes the legal, valid and binding
obligation of Executive, enforceable against Executive in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and limitations on the availability of equitable remedies,
and the execution, delivery, and performance of this Agreement and the LLC Agreement by Executive
does not and will not conflict with, violate, or cause a breach of any agreement, contract, or
instrument to which Executive is a party or any judgment, order, or decree to which Executive is
subject.



     (c) As a condition precedent to the issuance of the Executive Units pursuant to this
Agreement, Executive shall execute and deliver to the Company and the Internal Revenue Service
(the “IRS”) a timely, valid election under Section 83(b) of the Code (the “83(b) Election”).
Executive understands that under Section 83(b) of the Code, the Treasury regulations promulgated
thereunder, and certain IRS administrative announcements (including Revenue Procedures 93-27 and
2001-43), in the absence of an effective election under Section 83(b) of the Code, the excess of
the fair market value of the Executive Units on the date on which any forfeiture restrictions
applicable to such Executive Units lapse over the price paid for such units is reportable as
ordinary income at that time. For this purpose, the term “forfeiture restrictions” means the
restrictions on transferability, the repurchase and forfeiture provisions and the vesting
conditions imposed under Section 5 and Section 6 hereof. Executive understands
that (i) in making the 83(b) Election, Executive may be taxed at the time the Executive Units are
acquired hereunder to the extent the fair market value of the Executive Units exceeds the purchase
price for such units and (ii) in order to be effective, the 83(b) Election must be filed with the
IRS within thirty (30) days after the date upon which the Executive Units were issued to Executive
hereunder. Executive hereby acknowledges that: (x) the foregoing description of the tax
consequences of the 83(b) Election is not intended to be complete and, among other things, does
not describe state, local or foreign income and other tax consequences; (y) none of the Company,
the Investor Members or any of the their respective affiliates, officers, employees, agents or
representatives (each, a “Related Person”) has provided or is providing Executive with tax
advice regarding the 83(b) Election or any other matter, and the Company and the Investor Members
have urged Executive to consult Executive’s own tax advisor with respect to income taxation
consequences of purchasing, holding and disposing of the Executive Units; and (z) none of the
Company, the Investor Members or any Related Person has advised Executive to rely on any
determination by it or its representatives as to the fair market value specified in the 83(b)
Election and will have no liability to Executive if the actual fair market value of the Executive
Units on the date hereof exceeds the amount specified in the 83(b) Election.



     (d) None of the Company, the Investor Members or any Related Person has made any
representation or warranty, express or implied, as to the future performance of the Company or the
present or future value of the Executive Units to be purchased by Executive. Executive further
acknowledges that: (i) all forecasts, projections or illustrations of amounts that might be
realized as a result of Executive’s purchase of the Executive Units that the Company, the Investor
Members or a Related Person shared with Executive (collectively, “Illustrations”), if any,
were purely hypothetical; (ii) none of the Company, the Investor Members or any Related Person
intended for Executive to rely upon such Illustrations in the process of making an investment
decision, and (iii) Executive has not relied on such Illustrations in the process of making an
investment decision.



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     Section 4. Representations and Warranties of the Company. In connection with the
issuance of the Executive Units hereunder, the Company represents and warrants to Executive as of
the date hereof as follows:



     (a) Organization, Limited Liability Company Power. The Company is a limited liability
company duly organized, validly existing and in good standing under the laws of the State of
Delaware. The Company possesses all requisite limited liability company power and authority
necessary to own and operate its properties, to carry on its businesses as presently conducted and
to carry out the transactions contemplated by this Agreement.



     (b) Executive Units Duly Issued. When issued pursuant to this Agreement, all of the
Executive Units will be duly authorized, validly issued and will have been issued by the Company
in compliance with applicable federal and state securities laws.



     (c) Authorization; No Breach; Consents. The execution, delivery and performance by
the Company or its officers of this Agreement and the LLC Agreement and the offer, sale and
issuance of the Executive Units hereunder have been duly authorized by the Company. Each of this
Agreement and the LLC Agreement constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
limitations on the availability of equitable remedies.



     Section 5. Vesting. The Executive Units issued to Executive pursuant to this
Agreement will “vest” as provided in this Section 5. The provisions of this Section
5 will be in all respects subject to the provisions of Section 6 below.



     (a) General. Subject to Section 5(b) below, (i) on October 22, 2008 (the
“Vesting Anniversary Date”), a number of Executive Units equal to 1/4 of the aggregate
number of Executive Units acquired by Executive hereunder shall vest and become Vested Units and
(ii) thereafter, on a monthly basis measured from the Vesting Anniversary Date, a number of
Executive Units equal to 1/48 of the aggregate number of Executive Units acquired by Executive
hereunder shall vest and become Vested Units; provided that all of the Executive Units will
immediately vest and become Vested Units five months after the consummation of a Sale of the
Company if Executive has remained continuously employed by the Company or any Subsidiary of the
Company from the date hereof through the such Sale of the Company is consummated and such Executive
does not voluntarily terminate such Executive’s employment with the Company prior to the date
five-months after the consummation of the Sale of the Company and (A) all of the consideration paid
in respect of such Sale of the Company consists of cash or Marketable Securities, (B) the
consideration paid in respect of such Sale of the Company is not all cash or Marketable Securities
and the Board determines in the Board’s sole discretion that the Sale of the Company constituted a
Management Control Acquisition or (C) the Board determines in the Board’s sole discretion that the
Executive Units shall immediately vest and become Vested Units. As of any date, the term
“Vested Units” means the Executive Units that have vested as of such date pursuant to this
Section 5 and the term “Unvested Units” means the Executive Units that are not
Vested Units as of such date.




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     (b) Termination of Vesting. Notwithstanding Sections 5(a)
above, if
Executive ceases to be employed by the Company or any of its Subsidiaries prior to a Sale of
the
Company, then vesting will cease, with the effect that from and after the date of such
cessation
the number of the Executive Units issued to Executive pursuant to Section 1 above that
will be
Vested Units will be the number of such units that constitute Vested Units as determined
pursuant to Section 5 (a) above as of the date such employment ceased, whether or not
a Sale of
the Company occurs thereafter.



     (c) Transfer. Executive may transfer Vested Units or Unvested Units only in
accordance with the LLC Agreement and Section 10(b) below. Furthermore, Executive may
not
agree to offer or sell, grant any call option with respect to, pledge, hypothecate, borrow
against,
grant a lien, security interest or other encumbrance in or on, dispose of or enter into any
swap or
derivative transaction with respect to any Vested Unit or Unvested Unit or any interest
therein
without the prior written consent of the Board. Any attempted or purported transfer, sale,
grant,
pledge, hypothecation or other agreement in violation of this Agreement shall be void ab
initio.



     (d) Rights as a Member. Executive shall be the record owner of the Executive
Units until or unless such Executive Units are forfeited or repurchased pursuant to
Section 6
below or transferred in accordance with the terms of the LLC Agreement, and as record owner
shall be entitled to all rights granted to owners of Common Units.



     Section 6. Repurchase and Forfeiture of Units.



     (a) Repurchase Option. If Executive ceases to be employed by the Company
or any of its Subsidiaries (the “Termination” of Executive), the Unvested Units shall
automatically, and without any action on the part of the Company, be forfeited and cease to
exist
as of the date of the Termination, and the Vested Units shall either (i) if such Termination
was by
the Company for subjection (iv) of the definition of Cause set forth in Section 9
herein, be,
automatically, and without any action on the part of the Company, forfeited and cease to exist
as
of the date of the Termination (ii) if such Termination was by the Company for subjection (i),
(ii)
or (iii) of the definition of Cause set forth in Section 9 herein, be subject to
repurchase by the
Company (or its nominee) pursuant to the terms and conditions set forth in this Section
6, or (iii)
if such Termination was for any reason other than a Termination by the Company for Cause, be
retained by Executive.



     (b) Purchase Price. The purchase price for each Vested Unit shall be the Fair Market Value (as defined below) for such unit as of the date of the Termination. The “Fair Market Value” of any Vested Unit on any date means the amount that would be
distributed to the
owner of such Vested Unit if the Company were to sell all of its assets for their fair market
value,
pay its indebtedness and other obligations, and distribute all remaining cash to the Members
in
accordance with the provisions of the liquidating provisions of the LLC Agreement, all as
determined in good faith by the Board.



     (c) Repurchase Procedures. The Company (or its nominee) may elect to
purchase all or any portion of the Vested Units by delivering written notice (the
“Repurchase Notice”) to the holder or holders of such Vested Units within 90 days following the last day
of
the Employment Period. The Repurchase Notice shall set forth the number of Vested Units to be



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acquired from each holder of Executive Units, the aggregate consideration to be paid for such
Vested Units and the time and place for the closing of the transaction. At any time prior to the
closing of such transaction, the Company may rescind the Repurchase Notice for any reason
(including for no reason at all) without liability to the holders of Executive Units. The Vested
Units to be repurchased by the Company shall first be satisfied to the extent possible from the
Executive Units held by Executive at the time of delivery of the Repurchase Notice. If the number
of Vested Units then held by Executive is less than the total number of Vested Units that the
Company has elected to purchase, the Company shall purchase the remaining Vested Units to be
purchased from the other holder(s) of Executive Units under this Agreement, pro rata according to
the number of Vested Units held by such other holder(s) at the time of delivery of such Repurchase
Notice (determined as close as practicable to the nearest whole units).




     (d) Closing of Repurchase. The closing of the purchase of such Executive
Units pursuant to Sections 6(c) above shall take place on the date designated by the
Company in
the Repurchase Notice. The Company (or its nominee) shall pay for such Executive Units to be
purchased by delivery, at the sole option of the Company, of either (i) a check or wire
transfer of
immediately available funds or (ii) an unsecured promissory note in form and substance
reasonably acceptable to the Board and Executive; provided that such promissory note
shall (A)
accrue interest at the then Applicable Federal Rate as published by the Internal Revenue
Service,
(B) have a stated maturity of five years, (C) provide that the principal and all accrued
interest
thereon shall be due and payable in arrears at maturity, (D) allow for voluntary prepayments
of
principal and interest without penalty or premium and (E) be subordinated to any indebtedness
for borrowed money of the Company and its Subsidiaries. In connection with the purchase of
Executive Units hereunder, the Company shall be entitled to receive customary representations
and warranties from the sellers regarding such sale of units (including representations and
warranties regarding good title to such units, free and clear of any liens or encumbrances).



     (e) Termination of Repurchase Option. The right of the Company to
repurchase Executive Units pursuant to this Section 6 shall terminate upon the first
to occur of a
Sale of the Company or a Qualified Public Offering.



     Section 7. Non-Compete. Executive hereby agrees that during Executive’s employment
and for a period of one year after Executive’s Termination, Executive will not directly or
indirectly engage or participate in (whether as an employee, consultant, proprietor, partner,
director or otherwise) any position of a business development/mergers and acquisitions nature,
with any person, firm, corporation or business that engages in owning or operating fiber networks
in the United States and any other geographic area in which the Company or any of its subsidiaries
conducts business or has developed an intention to conduct business or for which the Company or
any of its subsidiaries has prepared or commissioned the preparation of a business plan or study.
Notwithstanding the foregoing, this Section 7 shall not apply (i) in any case where the
Termination of Executive by the Company was not for Cause, (ii) at any time after December 31,
2010 or (iii) at any time after 5 months after a Sale of Company shall have been consummated. For
avoidance of doubt, this Section 7 will apply in any case where the Executive voluntarily
terminates their employment with the Company or where the Executive is terminated with Cause.



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     Section 8. Withholding. If the Company or any of its subsidiaries
determines in their sole discretion that they are or could be obligated to withhold any tax
in connection with the issuance of Executive Units, or in connection with the transfer of,
or the lapse of restrictions on, the Executive Units, the Company, or the applicable
subsidiary, may, in its discretion, withhold the appropriate amount of tax in cash from the
Executive’s wages or other remuneration. The Executive further agrees that, if the Company
or the applicable subsidiary does not withhold an amount sufficient to satisfy the
withholding obligation of the Company or the subsidiary, the Executive will on demand
reimburse the Company or the subsidiary in cash for the amount under withheld.



     Section 9. Definitions.



     “Affiliate” shall mean, as to any Person, any other Person which directly or indirectly
controls, or is under common control with, or is controlled by, such Person. As used in this
definition, “control” (including, with its correlative meanings, “controlled by” and “under
common control with”) shall mean possession, directly or indirectly, of power to direct or
cause the direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise).



     “Board” means the board of managers of the Company.



     “Business Day” means a day that is not a Saturday, a Sunday or a statutory or civic
holiday in the State of Colorado.



     “Cause” means (i) any continued or repeated absence from the Company, unless such
absence is (A) in compliance with Company policy or approved or excused by the Board or (B)
is the result of Executive’s permitted vacation, illness, disability or incapacity, (ii) use
of illegal drugs by Executive or repeated public drunkenness or commission by Executive of
any act of moral turpitude, (iii) conviction of, or a plea of guilty or no contest or similar
plea with respect to, a felony (other than a driving-related offense, including
alcohol-related driving offenses) or (iv) the commission by Executive of an act of fraud or
embezzlement.



     “Common Units” has the meaning set forth in the LLC Agreement.



     “Code” means the United States Internal Revenue Code of 1986, as in effect from time to
time.



     “Employment Period” means the period beginning on the date hereof and ending on
the day on which Executive ceases to be employed by the Company or any of its Subsidiaries.



     “Investor Members” has the meaning set forth in the LLC Agreement.



     “LLC Agreement” means the Amended and Restated Limited Liability Company Operating
Agreement of Communications Infrastructure Investments, LLC, dated as of May 22, 2007, as in
effect from time to time.



     “Management Control Acquisition” means a Sale of the Company with respect to
which (i) immediately prior to such Sale of the Company, either (A) Dan Caruso is serving
the




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Company as Chief Executive Officer or (B) John Scarano is serving the Company as either
Chief Operating Officer or Chief Executive Officer and (ii) after giving effect to the
consummation of the Sale of the Company, neither Dan Caruso nor John Scarano is offered the
opportunity to serve as the Chief Executive Officer of the combined company resulting from such
Sale of the Company.




          “Marketable Securities” means securities of a class listed on a national securities
exchange or quoted on Nasdaq or a successor thereof (a) which the holders thereof would have the
right to sell in a Public Sale (whether pursuant to Rule 144 or exercise of registration rights or
otherwise) within 180 days following their issuance to the holders, disregarding for this purpose
any lock-up agreements or other contractual restrictions on transfer and (b) which can be
reasonably expected to be able to be sold in Public Sales within 180 days of their issuance
without having any material adverse effect upon the market for other securities of the same class.




          “Person” means an individual, a partnership, a corporation, a limited liability
company, an association, a joint share company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political subdivision thereof.




          “Public Offering” means an underwritten public offering and sale of any common
ownership interest of the Company or any securities issued with respect to, or in exchange for any
common ownership interest of the Company pursuant to an effective registration statement under the
Securities Act.




          “Public Sale” means any sale of securities registered pursuant to a registration
statement under the Securities Act or pursuant to the provisions of Rule 144 or Rule 145 adopted
under the Securities Act or any substantially equivalent sale made in compliance with successor
provisions of the federal securities laws and regulations as amended.




          “Qualified Public Offering” means a Public Offering after which the Company’s common
equity securities will be traded on a U.S. national securities exchange or on the NASDAQ Stock
Market.




          “Sale of the Company” means any of the following: (a) a merger or consolidation of the
Company or its Subsidiaries into or with any other Person or Persons, or a transfer of units in a
single transaction or a series of transactions, in which in any case the Members of the Company or
the members of its Subsidiaries immediately prior to such merger, consolidation, sale, exchange,
conveyance or other disposition or first of such series of transactions possess less than a
majority of the voting power of the Company’s or its Subsidiaries’ or any successor entity’s issued
and outstanding capital securities immediately after such transaction or series of such
transactions; or (b) a single transaction or series of transactions, pursuant to which a Person or
Persons who are not direct or indirect wholly-owned Subsidiaries of the Company acquire all or
substantially all of the Company’s or its Subsidiaries’ assets determined on a consolidated basis,
in each case, other than (i) the issuance of additional capital securities in a Public Offering or
private offering for the account of the Company or a (ii) a foreclosure or similar transfer of
equity occurring in connection with a creditor exercising remedies upon the default of any
indebtedness of the Company.




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          “Securities Act” means the Securities Act of 1933, as amended from time to time.




          “Subsidiary” means, with respect to any Person, any corporation, limited liability
company, partnership, association or other business entity of which (i) if a corporation, a
majority of the total voting power of units entitled (without regard to the occurrence of any
contingency) to vote in the election of directors thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or
a combination thereof, or (ii) if a limited liability company, partnership, association or other
business entity, a majority of the limited liability company, partnership or other similar
ownership interest thereof is at the time owned or controlled, directly or indirectly, by any
Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a limited liability
company, partnership, association or other business entity if such Person or Persons shall be
allocated a majority of limited liability company, partnership, association or other business
entity gains or losses or shall be or control the managing director or general partner of such
limited liability company, partnership, association or other business entity.




          Section 10. Miscellaneous.




          (a) Consent to Amendments. No modification, amendment or waiver of any provision of
this Agreement shall be effective against any party hereto unless such modification, amendment or
waiver is approved in writing by such party. No other course of dealing between the Company and
Executive or any delay in exercising any rights hereunder will operate as a waiver by any of the
parties hereto of any rights hereunder.




          (b) Successors and Assigns. All covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto whether so expressed or not. In addition to
other transfer restrictions set forth in this Agreement and the LLC Agreement, Executive may not
transfer any units purchased hereunder until the transferee of such units shall have agreed in
writing to be bound by the provisions of this Agreement affecting the units so transferred,




          (c) Severability. Whenever possible, each provision of this Agreement will 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 prohibited by or invalid under applicable law, such provision will
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.




          (d) Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than one party, but all such
counterparts taken together will constitute one and the same Agreement.




          (e) Descriptive Headings; Interpretation. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a substantive part of this




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Agreement. The use of the word “including” in this Agreement will be by way of example rather than
by limitation.




          (f) Governing Law. ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY,
ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF
DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW
OF THE STATE OF DELAWARE SHALL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT (AND
THE SCHEDULE HERETO), EVEN THOUGH UNDER DELAWARE’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE
SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.




          (g) Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF
ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS
RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS
THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.




          (h) Notices. All notices, demands or other communications to be given or delivered
by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been
given (i) on the date of personal delivery to the recipient or an officer of the recipient, or
(ii) when sent by telecopy or facsimile machine to the number shown below on the date of such
confirmed facsimile or telecopy transmission (provided that a confirming copy is sent via
overnight mail), or (iii) when properly deposited for delivery by a nationally recognized
commercial overnight delivery service, prepaid, or by deposit in the United States mail, certified
or registered mail, postage prepaid, return receipt requested. Such notices, demands and other
communications will be sent to each party at the address indicated for such party below:





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     If to the Company to:


Communications Infrastructure Investments, LLC

950 Spruce Street, Ste. 1A

Louisville, CO 80027

Facsimile:(303) 226-5923

Attention: John Scarano




     with a copy (which will not constitute notice to the Company) to:


Kendall, Koenig & Oelsner PC

999 18th Street, Suite 1825

Denver, CO 80202

Facsimile: (303) 672-0101

Attention: David J. Kendall




     If to Executive to:



          The address listed on the signature page hereto.




or to such other address or to the attention of such other person as the recipient party has
specified by prior written notice to the sending party.




          (i) No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by the parties
hereto, and no presumption or burden of proof will arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.




          (j) Entire Agreement. Except as otherwise expressly set forth in this Agreement, this
Agreement and the other agreements referred to in this Agreement embody the complete agreement and
understanding among the parties to this Agreement with respect to the subject matter of this
Agreement, and supersede and preempt any prior understandings, agreements, or representations by
or among the parties or their predecessors, written or oral, which may have related to the subject
matter of this Agreement in any way.




          (k) Time is of the Essence. Time is of the essence for each and every provision of
this Agreement. Whenever the last day for the exercise of any privilege or the discharge or any
duty hereunder shall fall upon a day that is not a Business Day, the party having such privilege
or duty may exercise such privilege or discharge such duty on the next succeeding day which is a
Business Day.




* * * * *




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Execution
Copy (w/ NC)




          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first
written above.




	 	 	 	 	 	 	 

	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	COMMUNICATIONS INFRASTRUCTURE INVESTMENTS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	/s/ Scott E. Beer	 	 
	 

	 	Name: 
	 

Scott E. Beer	 	 
	 

	 	Title:	GC & Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Kenneth des Garennes 
Kenneth des Garennes	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	19423 W. 52nd Drive 

Golden, CO 80403-2171	 	 






Communications Infrastructure Investments, LLC

Employee Equity Agreement Signature Page