exv10w21






Exhibit 10.21




CLASS A EQUITY AGREEMENT




          This
CLASS A EQUITY AGREEMENT (this “Agreement”) is made
as of November 19, 2008 by
and among Communications Infrastructure Investments, LLC, a Delaware limited liability company
(the “Company”), Glenn Russo (“Executive”) and VP Holdings, LLC, a Colorado
limited liability company (“Holdings”). 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 hundred thousand (100,000) of the
Company’s Class A Preferred Units (the “Executive Units”) in consideration of certain
services rendered or to be 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; and




          WHEREAS, immediately upon the issuance of the Executive Units to Executive, Executive desires
to contribute the Executive Units to Holdings and desires that Holdings hold the Executive Units
for and on behalf of Executive;




          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. 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 who will
immediately contribute to Holdings to hold for and on behalf of Executive, in consideration of
certain services rendered or to be rendered by Executive to one or more of the Company’s
Subsidiaries, the Executive Units.




          Section 2. Closing Conditions. The obligation of the Company to consummate the
transactions contemplated hereby and issue the Executive Units hereunder is subject to Executive’s
execution and delivery of a counterpart signature page to the Operating Agreement, dated as of
November 7, 2007 of Holdings (the “Holdings LLC 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 and the Holdings LLC Agreement.




          (b) Each of this Agreement and the Holdings 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 Holdings 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 and the
Treasury
regulations promulgated thereunder, 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 will 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 issued to Executive and
immediately
contributed to Holdings. Executive further acknowledges that: (i) all forecasts, projections
or
illustrations of amounts that might be realized as a result of the issuance 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.




          (e) Executive and Zayo Group, LLC, a Delaware limited liability company and
indirect subsidiary of the Company, previously executed and delivered a Nondisclosure and
Developments Agreement, dated as of [DATE] (the
“NDA”). The NDA is full force and effect
and represents the legal, valid and binding obligation of Executive, enforceable in accordance
with its terms.




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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 and contributed to
Holdings to hold on behalf of 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, the Executive Units will vest 18
months from the Vesting Commencement Date; 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 date such Sale of the Company is consummated and Executive
does not voluntarily terminate Executive’s employment with the Company prior to the date
five-months after the consummation of such 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 such 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. Notwithstanding the above, in the
event of (x) a Sale of the Subsidiary of the Company for which Executive is then currently working,
and (y) Executive’s employment with the Company or any Subsidiary of the Company is terminated
within five (5) months of such Sale of the Subsidiary of the Company and such termination is as a
result of (x) above, then the number of Executive Units that would have become Vested Units had
Executive remained employed at the Company or any Subsidiary of the Company for twelve (12) months
following such Sale of the Subsidiary of the Company shall immediately vest and become Vested Units
upon consummation of the Sale of the Subsidiary and such termination; provided that the vesting





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of any and all additional Unvested Units shall cease pursuant to Section 5(b) below. 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.




          (b) Termination of Vesting. Notwithstanding Section 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. Holdings may transfer Vested Units or Unvested Units only in
accordance with the LLC Agreement and Section 10(b) below. Furthermore, neither
Holdings
nor Executive may 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. Holdings 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 Class A Preferred Units of the Company.




          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 or such Subsidiary, for 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 or such Subsidiary without Cause or
voluntarily by Executive during the period beginning 18 months from the
Vesting
Commencement Date and ending 36 months from the Vesting Commencement Date, 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 by the Company or such Subsidiary
without Cause
or voluntarily by Executive after 36 months from the Vesting Commencement, be retained by
Executive.




          (b) Purchase Price. The purchase price for each Vested Unit shall be the Face
Value (as defined below) for such Vested Unit.




          
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          (c) Repurchase Procedures. Subject to Section 6(a), 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
75 days of
the Termination of Executive. The Repurchase Notice shall set forth the number of Vested Units
to be acquired from each holder of the 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 the 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 Holdings at the time of delivery of the Repurchase Notice. If
the number of Vested Units then held by Holdings 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 the 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 Section 6(c) above shall take place on the date designated by the Company
in the
Repurchase Notice provided, however, that such date shall be within 75 days of the Termination
of Executive. 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 Holdings; 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
the 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
the Executive Units pursuant to this Section 6 shall terminate upon the first to occur
of (i) a Sale
of the Company, (ii) a Qualified Public Offering or (iii) 36 months from the Vesting
Commencement Date.




          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 mergers and acquisitions evaluation or transaction, 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








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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 Executive voluntarily
terminates Executive’s employment with the Company or where Executive is terminated with Cause.




          Section 8. Withholding and Gross-Up.




          (a) 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 the
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 Executive’s wages or other remuneration. 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, Executive will
on demand reimburse the Company or the Subsidiary in cash for the amount underwithheld.




          (b) In the event the Termination of Executive occurs and, as of such date, there
remains Unvested Units, the Company agrees to pay to Executive an
amount equal to X/(100%-Y) x I, where X is the excess of the maximum federal income tax rate applicable to ordinary
income for the year of the Termination of Executive occurs reduced by the maximum federal
income tax rate applicable to capital gains for the year of the Termination of Executive, Y is
equal to the sum of the maximum federal and Colorado income tax rates applicable to ordinary
income of an individual for the year of the Termination of Executive, and I is the amount
included by Executive in income on receipt of the Unvested Units reduced, but not below zero,
by the amount, if any, paid by the Company, Holdings or an Affiliate of the Company to
Executive for the Unvested Units.




          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 or the Subsidiary
of the Compant at which Exedutive is employed, unless such absence is (A) in compliance with such
Person’s 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





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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.




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




          “Face Value” of any Vested Unit on any date means $1.00.




          “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 amended,
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 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.








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          “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.




          “Sale of the Subsidiary of the Company” means any of the following: (a) a merger or
consolidation of the Subsidiary of the Company for which Executive is currently working into or
with any other Person or Persons, or a transfer of units of such Subsidiary of the Company in a
single transaction or a series of transactions, in which in any case the Member or Members of the
such Subsidiary of the Company 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 such Subsidiary of the Company 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 such Subsidiary of the Company’s 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 such Subsidiary of the Company, (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 or any Subsidiary of the Company, or
(iii) if the Sale of the Subsidiary of the Company constitutes a Management Control Acquisition in
the context of such Subsidiary.




          “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








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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.




          “Vesting Commencement Date” means September 1, 2008.




          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
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





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(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:




     If to the Company to:


Communications Infrastructure Investments, LLC

901 Front Street, Ste. 200

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








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     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.




* * * * *







11









 








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




	 	 	 	 	 
	 	COMPANY:



COMMUNICATIONS INFRASTRUCTURE 

INVESTMENTS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HOLDINGS:



VP HOLDINGS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EXECUTIVE:

 	 
	 	/s/ Glenn Russo
 	 
	 	Glenn Russo 	 
	 
	 	Address:   1579 Redwing   Lane

                Broomfield,
CO 80020 	 
	 



Communications Infrastructure Investments, LLC

Class A Equity Agreement Signature Page















 








          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 & SECTY 	 
	 
	 	HOLDINGS:



VP HOLDINGS, LLC

 	 
	 	By:  	/s/
Dan Caruso
 	 
	 	 	Name:  	DAN CARUSO  	 
	 	 	Title:  	MANAGER 	 
	 
	 	EXECUTIVE:

 	 
	 	
 	 
	 	Glenn Russo 	 
	 
	 	Address:	 	 
	 	 	 	 
	 



Communications Infrastructure Investments, LLC

Class A Equity Agreement Signature Page