Exhibit 10.1





Exhibit 10.1




VESTING AGREEMENT




This Vesting Agreement (this “Agreement”) is made as of December 29, 2010 between
Communications Infrastructure Investments, LLC, a Delaware limited liability company (the
“Company”); Daniel P. Caruso (the “Executive”); and Bear Equity, LLC (“Bear
Equity”).



RECITALS




WHEREAS, the Executive desires that Bear Equity hold Class B Preferred Units for and on behalf
of the Executive;



WHEREAS, pursuant to this Agreement and the LLC Agreement (as defined below), the Company
hereby issues three hundred and ninety thousand (390,000) Class B Preferred Units (the
“Executive Preferred Units”) to Bear Equity on Executive’s behalf; and



WHEREAS, in connection with the Executive’s services provided to Company or any of its
Subsidiaries and in exchange for services to be rendered, the Company desires to issue said 390,000
Executive Preferred Units to Bear Equity subject to the terms and conditions contained in the LLC
Agreement and subject to the restrictions set forth herein.



NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as
follows:



ARTICLE 1




DEFINITIONS




In addition to the other terms defined in this Agreement, the terms below shall have the
following meanings:




“Bear Equity” has the meaning specified in the Preamble to this Agreement.




“Board” means the Board of Managers of the Company.




“Buyer” has the meaning specified in Section 5.1 of this Agreement.



“Capital Securities” means (a) as to any Person that is a corporation, the authorized
shares of such Person’s capital stock, including all classes of common, preferred, voting and
nonvoting capital stock, and, as to any Person that is not a corporation or an individual, the
ownership or membership interests in such Person, including, without limitation, the right to share
in profits and losses, the right to receive distributions of cash and property, and the right to
receive allocations of items of income, gain, loss, deduction and credit and similar items from
such Person, whether or not such interests include voting or similar rights entitling the holder
thereof to exercise control over such Person, and (b) warrants, options or other securities,
evidences of indebtedness or other obligations of a Person that are, directly or indirectly, convertible into or exercisable or exchangeable for securities of or other interest in
such Person as described in clause (a) of this definition.


 


 









 





“Cause” shall mean the Executive’s: (i) dishonesty of a material nature with respect
to the Company (including, but not limited to, theft or embezzlement of the Company’s or any of its
Subsidiaries’ funds or assets); (ii) conviction of, or guilty plea or no contest plea, to a felony
charge or any misdemeanor involving moral turpitude, or the entry of a consent decree with any
governmental body; (iii) noncompliance in any material respect with any laws or regulations,
foreign or domestic, affecting the operation of the Company’s or any of its Subsidiaries’ business,
if such noncompliance is likely to have a material adverse effect on the Company or any of its
Subsidiaries; (iv) violation of any express direction or any rule, regulation or policy established
by the Board that is consistent with the terms of this Agreement, which violation, if reasonably
susceptible to cure, is not cured within ten (10) days of written notice thereof from the Board
(or, where such violation can not feasibly be cured within said 10 day period and Executive has not
cured such violation within a reasonable amount of time after using best efforts), and if such
violation is likely to have a material adverse effect on the Company or any of its Subsidiaries;
(v) material breach of this Agreement, which breach, if reasonably susceptible to cure, is not
cured within ten (10) days of written notice thereof from the Board (or, where such material breach
can not feasibly be cured within said 10 day period and Executive has not cured such material
breach within a reasonable amount of time after using best efforts) or a material breach of the
Executive’s fiduciary duties to the Company or any of its Subsidiaries; or (vi) gross incompetence,
gross neglect, or gross misconduct in the performance of the Executive’s duties.



“Executive Preferred Units” has the meaning specified in the Preamble to this
Agreement.




“Fair Market Value” has the meaning specified in Section 5.2(a) of this Agreement.



“LLC Agreement” means the Second Amended and Restated Limited Liability Company
Agreement, dated as of February 9, 2009, among the Company and the persons named on Schedule A
thereto, as amended 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, Dan Caruso is serving the Company as Chief Executive
Officer and (ii) after giving effect to the consummation of the Sale of the Company, Dan Caruso is
offered and accepts the opportunity to serve as the Chief Executive Officer of the combined company
resulting from such Sale of the Company.



“Noncompetition and Nonsolicitation Agreement” means the Noncompetition and
Nonsolicitation Agreement, dated as of December 29, 2010, between the Company and the Executive.


 


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“Nondisclosure and Developments Agreement” means the Nondisclosure and Developments
Agreement, dated as of December 29, 2010, between the Company and the Executive.



“Person” includes any individual, corporation, association, partnership (general or
limited), joint venture, trust, estate, limited liability company, or other legal entity or
organization.



“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. For purposes of this definition, 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.



“Related Agreements” means the LLC Agreement, the Noncompetition and Nonsolicitation
Agreement and the Nondisclosure and Developments Agreement.




“Sale of the Company” has the meaning set forth in the LLC Agreement.




“Seller” has the meaning specified in Section 5.1 of this Agreement.




“Seller’s Units” has the meaning specified in Section 5.1 of this Agreement.



“Subsidiary(ies)” means any Person the majority of the Capital Securities of which,
directly, or indirectly through one or more other Persons, (a) the Company has the right to acquire
or (b) is owned or controlled by the Company. As used in this definition, “control,”
including, its correlative meanings, “controlled by” and “under common control
with,” shall mean possession of power to direct or cause the direction of management or
policies (whether through ownership of Capital Securities or partnership or other ownership
interests, by contract or otherwise).



“Termination Date” means the date the Executive’s employment is terminated, whether by
the Executive or the Company or any of its Subsidiaries.



“Unvested Units” means, at any time, Executive Preferred Units that are subject to any
vesting, forfeiture or similar arrangement under this Agreement.



“Vesting Start Date” means October 31, 2010.


 


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“Vesting Requirements” means those vesting requirements described in Section 3 of this
Agreement.



“Vested Units” means, at any time, Executive Preferred Units that are no longer
subject to any vesting, forfeiture or similar arrangement under this Agreement.



ARTICLE 2




ISSUANCE OF EXECUTIVE PREFERRED UNITS




2.1 Issuance of Executive Preferred Units. In consideration of the services to be
performed by Executive for the Company or any of its Subsidiaries, the Company hereby issues to
Bear Equity, and Bear Equity hereby accepts from the Company and on behalf of Executive, the three
hundred and ninety thousand (390,000) Executive Preferred Units upon the terms and conditions set
forth in this Agreement. Bear Equity shall hold such Executive Preferred Units subject to this
Agreement and to the LLC Agreement. Such Executive Preferred Units shall be subject to a
commencement date of February 26, 2010 for purposes of calculating the applicable Priority Return.



ARTICLE 3




VESTING




3.1 General Vesting Terms. Bear Equity shall vest into 8.3333% of the total Executive
Preferred Units every quarter (i.e. every three calendar months) that has elapsed after the Vesting
Start Date such that at the end of three (3) years after the Vesting Start Date Bear Equity shall
be fully vested in said Units, subject to the below terms and Section 3.2 hereof.



(a) In the event the Executive’s employment with the Company or any of its Subsidiaries is
terminated by the Company or any of its Subsidiaries for any reason other than for Cause,
including, but not limited to, by reason of death or disability, then Bear Equity shall immediately
vest into 100% of the total Executive Preferred Units;



(b) In the event the Executive’s employment with the Company or any of its Subsidiaries is
terminated by the Company or any of its Subsidiaries for Cause OR if Executive voluntarily
terminates his employment with the Company or any of its Subsidiaries, then (i) Bear Equity shall
retain any and all Executive Preferred Units vested on or before the Termination Date, and (ii) any
and all Executive Preferred Units that are unvested as of the Termination Date shall be
automatically forfeited back to the Company in accordance with Section 3.3 below.


 


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(c) In the event the Company elects and/or appoints a Chairman of the Board other than
Executive (without Executive’s approval), then Executive shall have the right (but not the
obligation) to elect one of the following options: (i) if Executive elects to have full and
immediate acceleration of vesting on all unvested Executive Preferred Units, then such accelerated
vesting shall immediately occur and Executive shall remain subject to all of the terms and
conditions of the Noncompetition and Nonsolicitation Agreement through the remainder of that
Noncompetition and Nonsolicitation Agreement’s three (3) year term, or (ii) if Executive elects to not have full and immediate acceleration of vesting under such circumstances, then
Executive shall thereafter not be subject to any of the terms and conditions of said Noncompetition
and Nonsolicitation Agreement (however, if Executive elects this option (ii) AND continues to be
employed by the Company, then Executive will be subject to the terms and conditions of said
Noncompetition and Nonsolicitation Agreement ONLY for as long as Executive’s employment with the
Company continues — after which such restrictions shall immediately expire). If Executive is
going to exercise the above referenced election, the Executive must do so within sixty (60) days of
the date the Chairman is elected and/or appointed. For the avoidance of doubt, the above two
options are not conditioned on or subject to the termination of Executive’s employment with Company
or any of its Subsidiaries.




3.2 Sale of the Company and Qualified Public Offering.



(a) Notwithstanding any other terms and conditions in this Article 3, upon the consummation of
a Sale of the Company, provided that the Executive is employed by the Company or any of its
Subsidiaries on the date of such Sale of the Company, Bear Equity shall immediately vest into 100%
of the total Executive Preferred Units. However, if the Board determines that the Sale of the
Company also constitutes a Management Control Acquisition, then Bear Equity will continue to vest
in the Executive Preferred Units quarterly in accordance with Section 3.1 above and there will not
be an acceleration of vesting under such circumstances.



(b) Notwithstanding any other provisions in this Article 3, upon the consummation of a
Qualified Public Offering by the Company or any of its Subsidiaries, provided that the Executive is
employed by the Company or any of its Subsidiaries on the date of such Qualified Public Offering,
Bear Equity shall immediately vest into 100% of the total Executive Preferred Units.



3.3 Forfeiture Upon Failure to Vest. In the event the Executive’s employment with the
Company or any of its Subsidiaries is terminated in accordance with Section 3.1(b) above, then any
unvested Executive Preferred Units as of the Termination Date shall thereupon be deemed for all
purposes to have been forfeited and to have been surrendered to the Company without the need for
any payment to the Executive or any further action by the Company or any other Person.



ARTICLE 4




RESTRICTIONS ON TRANSFER OF UNITS




Except for any Transfers permitted in the LLC Agreement or other agreement entered into in
connection herewith or therewith, the Executive shall not transfer any Executive Preferred Units.


 


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ARTICLE 5




REPURCHASE RIGHTS





5.1 Right to Repurchase.



(a) Upon the occurrence of any breach of this Agreement or any Related Agreement by the
Executive or Bear Equity, the Company or its designees (collectively, the “Buyer”) shall
have the right (in addition to exercising any rights or remedies available to the Company at law or
in equity against Executive or Bear Equity) to purchase from Bear Equity and its transferees
(collectively, the “Seller”), free and clear of all liens and encumbrances other than
pledges to secure obligations of the Company or any Subsidiary (“Liens”), any or all Vested
Units held by the Seller (collectively referred to herein as the “Seller’s Units”), for a
purchase price equal to Fair Market Value (defined below) (the “Purchase Price”) and in
accordance with the terms specified below (the “Repurchase Rights”).



(b) The Repurchase Rights shall be exercisable at any time by written notice from the Buyer to
the Seller (the “Purchase Notice”).




5.2 Closing of Sale.



(a) In the event that the Repurchase Right is exercised at the time of a Sale of the Company
or other arms length third party transaction involving a valuation of the assets or securities of
the Company and its Subsidiaries, for purposes of this Agreement, the “Fair Market Value” of each
Executive Preferred Unit shall mean (i) the total consideration that would be received by a holder
of such Executive Preferred Unit in such Sale of the Company or (ii) deemed price per Executive
Preferred Unit based upon the valuation of the assets or securities of the Company and its
Subsidiaries in any other arms length third party transaction. In any other cases, for purposes of
this Agreement, “Fair Market Value” of any Executive Preferred Unit shall mean the total
consideration that would be received by a holder of such Executive Preferred Unit (without any
premium or discount attributable to control, minority interest or lack of liquidity for less than
all Executive Preferred Units) upon the sale, as of the date of the Purchase Notice, of all the
Company’s issued and outstanding Capital Securities in a single transaction or series of related
transactions to a buyer willing to pay the highest purchase price that would be received in a sale
conducted by a nationally recognized investment banking firm, which buyer is under no compulsion to
buy and the holders of such equity securities are under no compulsion to sell, all parties having
reasonable knowledge of all relevant facts, with no minority interest discount being applied and no
other discount being applied for any other reason. The Fair Market Value of the Executive
Preferred Units shall be that which is negotiated by the Company and the Seller. If the Company
and the Seller fail to agree on the Fair market Value within thirty (30) days of the date of the
Purchase Notice, then the Company and the Seller shall attempt to agree upon an appraiser to
determine the Fair Market Value, which such appraiser shall make such determination within thirty
(30) days of the date of such person’s engagement, and such determination shall govern. If the
Company and the Seller do not, within such 10 day period, agree as to a single appraiser, or if the
appraiser appointed as provided above fails to determine such Fair Market Value within thirty (30)
days of the date of such person’s engagement, then each of the Company and the Seller, by notice to
the other, shall appoint one appraiser. If either the Company or the Seller shall fail to appoint such an appraiser within ten (10) days after
the lapse of such 10 or 30 day period, as applicable, then the appraiser appointed by the party
that does so appoint an Appraiser shall make the determination of such Fair Market Value and such
determination shall govern. If two appraisers are appointed and they agree upon such Fair Market
Value, their joint determination shall govern. If said two appraisers fail to reach agreement
within thirty (30) days after the appointment of the last appraiser to be appointed, the two
appraisers selected shall promptly select a nationally recognized investment banking firm to the be
the third appraiser. Such third appraiser shall, within fifteen (15) days following such
appraiser’s appointment, select one of the two other appraisals as constituting Fair Market Value.
All decisions of the appraiser(s) shall be rendered in writing and shall be signed by the
appraiser(s). The Fair Market Value determined as herein provided shall be conclusive, final and
binding on the parties and shall be enforceable in any court having jurisdiction over a proceeding
brought to seek such enforcement. The cost of the Fair Market Value determination shall be borne
by the Company.


 


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(b) The consummation of any purchase and sale of the Seller’s Units under this Section 5.2
shall, unless otherwise agreed in writing by the parties to such transaction, shall occur on the
thirtieth (30th) day following the date of the Fair Market Value is determined, or such earlier
date as Buyer shall specify. The Purchase Price to be paid for the Seller’s Units to be purchased
and sold pursuant to this Section 5 shall be paid in immediately available funds. Upon tender of
payment of the Purchase Price for the Seller’s Units being purchased as provided above, thereupon
and without any further action on the part of any person being necessary, all right, title and
interest in and to the Seller’s Units being purchased shall thereupon pass to the Buyer. Without
limitation of the foregoing, the parties and their transferees shall execute and deliver such
certificates and other documents and take such further action as the Buyer may reasonably request
in order to further evidence the purchase and sale of the Seller’s Units as contemplated hereby.



ARTICLE 6




MISCELLANEOUS





6.1 Tax Issues.



(a) THE ISSUANCE OF THE EXECUTIVE PREFERRED UNITS TO BEAR EQUITY FOR THE BENEFIT OF THE
EXECUTIVE PURSUANT TO THIS AGREEMENT INVOLVES COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS,
INCLUDING, WITHOUT LIMITATION, CONSIDERATION OF THE ADVISABILITY OF THE EXECUTIVE AND/OR BEAR
EQUITY MAKING AN ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE. THE EXECUTIVE HAS
CONSULTED EXECUTIVE’S OWN TAX ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT.
THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE EXECUTIVE OR BEAR EQUITY
REGARDING THE TAX CONSEQUENCES RELATED TO THE EXECUTIVE PREFERRED UNITS AND/OR ISSUANCE THEREOF
AND/OR THIS AGREEMENT.



(b) Executive and/or Bear Equity shall be responsible for payment of any and all tax
liabilities of Executive and/or Bear Equity as a result of the issuance and receipt of the
Executive Preferred Units. If the Executive elects, in accordance with Section 83(b) of the Code,
to recognize ordinary income in the year of acquisition of the Executive Preferred Units, the
Company may require at the time of such election an additional payment for withholding tax purposes
based on the difference, if any, between the purchase price for such Executive Preferred Units and
the fair market value of such Executive Preferred Units as of the date of the acquisition of such
Executive Preferred Units by Bear Equity.


 


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(c) Notwithstanding any other terms and conditions contained in this Section 6, in the event
that it shall be determined that the aggregate payments or distributions by the Company to or for
the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, but determined without regard to any additional payments
required under this section (the “Payments”), constitute “excess parachute payments” (as
such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the
“Code”) or any successor provision, and the regulations promulgated thereunder) that are
subject to the excise tax imposed by Section 4999 of the Code or any successor provision, or any
interest or penalties with respect to such excise tax (the total excise tax, together with any
interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)),
then the Executive shall be entitled to receive an additional payment (a “Gross-Up
Payment”) from the Company in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes), including, without
limitation, any Federal, state or local income and employment taxes and Excise Tax (and any
interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment,
the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments. The Company shall use commercially reasonable efforts to make any Gross-Up Payment
hereunder to the Executive no later than ninety (90) days after the transaction resulting in the
related Payments occurs (or, for any additional Gross-Up Payment due to a redetermination, as soon
as reasonably practicable after such redetermination is made, but in all events no later than
December 31 of the year next following the year in which the related taxes are remitted to the
applicable taxing authority). This Section 6.1(c) shall cease to apply upon the consummation of a
Qualified Public Offering of the common stock of the Company, or any applicable Subsidiary thereof,
or its successor.



6.2 Employment of the Executive. The Executive acknowledges that he or she is an
employee at-will. The Executive agrees that this Agreement does not create an obligation of the
Company or any of its Subsidiaries or any other Person to employ the Executive, nor does it give
rise to any right or expectancy with respect thereto.



6.3 Transferees. Each and every permitted transferee or assignee of Executive
Preferred Units from Bear Equity shall be bound by and subject to all the terms and conditions of
this Agreement and the LLC Agreement on the same basis Bear Equity is bound. So long as this
Agreement is in effect, no Transfer of any Executive Preferred Units shall be effective unless such
Transfer is made pursuant to the terms of the LLC Agreement and the transferee agrees in writing to
be bound by, and subject to, the provisions of this Agreement upon the same terms applicable to the
transferors and to ensure that such transferees’ transferees shall be likewise bound.


 


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6.4 Effect of Prohibited Transfer. If any Transfer of Executive Preferred Units is
made contrary to the terms of this Agreement or the LLC Agreement, such Transfer shall be null and
void. In addition to any other legal or equitable remedies it may have, the Company may enforce
its rights to specific performance to the extent permitted by law and may exercise such other
equitable remedies then available to it. The Company may refuse for any purpose to recognize any
transferee who receives Executive Preferred Units contrary to the provisions of this Agreement or
the LLC Agreement as a member of the Company.




6.5 Securities Laws Restrictions on Resale; Representations of the Executive and Bear
Equity.



(a) Until registered under the applicable Securities Laws, the Executive Preferred Units will
be of an illiquid nature and will be deemed to be “restricted securities” for purposes of the
Securities Laws. Accordingly, such Executive Preferred Units must be sold in compliance with the
registration requirements of the applicable Securities Laws or an exemption there from. Unless the
Executive Preferred Units have been registered under the applicable Securities Laws, any
certificate evidencing any of the Executive Preferred Units shall bear a legend substantially as
follows:




THE UNITS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION
AND MAY NOT BE OFFERED OR SOLD UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT AND
THE APPLICABLE SECURITIES OR BLUE SKY LAWS OF ANY SUCH STATE OR OTHER JURISDICTION
OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE, AND THEN ONLY IN COMPLIANCE
WITH THE RESTRICTIONS ON TRANSFER SET FORTH IN THE VESTING AGREEMENT WITH EXECUTIVE
AND BEAR EQUITY AND THE COMPANY’S AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE UNDERSIGNED AT ITS PRINCIPAL
EXECUTIVE OFFICES LISTED ABOVE.



(b) Each of the Executive and Bear Equity represents that: (i) the Executive Preferred Units
are being acquired solely for investment and not with a view to, or for sale in connection with,
any distribution of the Executive Preferred Units nor with any present intention of distributing or
selling such Executive Preferred Units; (ii) Bear Equity have made a detailed inquiry concerning
the Company, its business and services, its officers and its personnel; (iii) the officers of the
Company have made available to Bear Equity, or as a result of the Executive’s position with the
Company, Bear Equity has access to, any and all information concerning the Company which Bear
Equity has requested or deems relevant; (iv) each of the Executive and Bear Equity has such
knowledge and experience in financial and business matters that the Executive and Bear Equity are
capable of evaluating the merits and risks of investment in the Executive Preferred Units; (v) each
of the Executive and Bear Equity is an “accredited investor” as defined in Regulation D promulgated
under the Securities Act of 1933, as amended, and (vi) each of the Executive and Bear Equity can
bear a complete loss of the value of the Executive Preferred Units and is able to bear the economic risk of holding such Executive Preferred
Units for an indefinite period.


 


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6.6 Remedies.



(a) The rights and remedies provided by this Agreement are cumulative and the use of any one
right or remedy by any party shall not preclude or waive its right to use any or all other
remedies. Said rights and remedies are given in addition to any other rights the parties may have
at law or in equity.



(b) Without limitation of the foregoing, the parties hereto agree that irreparable harm would
occur in the event that any of the agreements and provisions of this Agreement were not performed
fully by the parties hereto in accordance with their specific terms or were otherwise breached, and
that money damages are an inadequate remedy for breach of the Agreement because of the difficulty
of ascertaining and quantifying the amount of damage that will be suffered by the parties hereto in
the event that this Agreement is not performed in accordance with its term or is otherwise
breached. It is accordingly hereby agreed that the parties hereto shall be entitled to an
injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement, such remedy
being in addition to and not in lieu of, any other rights and remedies to which the other parties
are entitled to at law or in equity.



(c) Except where a time period is otherwise specified, no delay on the part of any party in
the exercise of any right, power, privilege or remedy hereunder shall operate as a waiver thereof,
nor shall any exercise or partial exercise of any such right, power, privilege or remedy preclude
any further exercise thereof or the exercise of any right, power, privilege or remedy.



6.7 Waivers and Amendments. The rights and obligations of the Company and the rights
and obligations of the Executive and/or Bear Equity under this Agreement may be waived (either
generally or in a particular instance, either retroactively or prospectively, and either for a
specified period of time or indefinitely) or amended only with the written consent of the
Executive, Bear Equity and the Company, as approved by the Board.



6.8 Governing Law. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of Delaware (without giving effect to any conflicts or choice
of law provisions thereof that would cause the application of the domestic substantive laws of any
other jurisdiction).




6.9 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.



(a) EACH OF THE PARTIES HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF DELAWARE AND THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AS WELL AS TO
THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF
ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY
RELATED AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


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(b) EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER
PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS DESCRIBED ABOVE AND COVENANTS
THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH IN THIS SECTION
6.9 OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE
PROVISIONS HEREOF.



(c) EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO
VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN
ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER
IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 6.14 OF THIS AGREEMENT.
EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY
IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH OR ANY MATTER ARISING UNDER, OUT OF OR
RELATING TO THIS AGREEMENT, THE RELATED AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY.



6.10 Successors and Assigns. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the permitted successors,
assigns, heirs, executors and administrators of the parties hereto.



6.11 Adjustments. If there shall be any change in the Capital Securities of the
Company through merger, consolidation, reorganization, recapitalization, equity distribution,
division or multiplication of Units, exchange of Units, or the like (any such event being an
“Adjustment”), all the terms and provisions of this Agreement shall be appropriately
construed to give proportionate effect to any new, additional, or different Units or securities
issued or exchanged for or in respect of the Executive Preferred Units as a result of such
Adjustment.



6.12 Entire Agreement. This Agreement constitutes the full and entire understanding
and agreement of the parties with regard to the subjects hereof and supersedes in their entirety
all other prior agreements, whether oral or written, with respect thereto.


 


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6.13 Notices. All demands, notices, requests, consents and other communications
required or permitted under this Agreement shall be in writing and shall be personally delivered or
sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in
this Section), reputable commercial overnight delivery service (including FedEx and U.S. Postal
Service overnight delivery service) or, deposited with the U.S. Postal Service mailed first class,
registered or certified mail, postage prepaid, as set forth below:




If to the Company, addressed to:




Communications Infrastructure Investments, LLC

400 Centennial Parkway, Suite 200

Louisville, CO 80027

Attention: General Counsel and the CII Board




with a copy to:




Communications Infrastructure Investments, LLC

400 Centennial Parkway, Suite 200

Louisville, CO 80027

Attention: Chief Financial Officer




If to the Executive or Bear Equity, addressed to:




Bear Equity, LLC and/or Daniel P Caruso





 ___________________________________________________ 






 ___________________________________________________ 





Attention: Daniel P Caruso



Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such
notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or
legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as
evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent after
5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the
jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first
business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such
notice is directed) following the day the same is deposited with the commercial courier if sent by
commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or
legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with
the U.S. Postal Service as aforesaid. Each party, by notice duly given in accordance therewith may
specify a different address for the giving of any notice hereunder.



6.14 No Third Party Beneficiaries. There are no third party beneficiaries of this
Agreement.



6.15 Duration. These restrictions on the Units that are set forth in this Agreement
shall terminate upon the Company’s Qualified Public Offering (it being understood that the
termination of restrictions on the Executive Preferred Units shall not result in the forfeiture of
any Executive Preferred Units either vested or unvested then held by Executive and/or Bear Equity
at the time of the Company’s Qualified Public Offering). 



6.16 Securities Act Exemption. The Company and the Executive agree that this
Agreement constitutes “a written compensatory benefit plan” or “a written compensation contract” of
the Executive within the meaning of Rule 701 under the U.S. Securities Act of 1933.


 


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6.17 Severability; Titles and Subtitles; Gender; Singular and Plural;
Counterparts.




(a) In case any provision of this Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions of this Agreement shall not in
any way be affected or impaired thereby.



(b) The titles of the sections and subsections of this Agreement are for convenience of
reference only and are not to be considered in construing this Agreement.



(c) The use of any gender in this Agreement shall be deemed to include the other genders, and
the use of the singular in this Agreement shall be deemed to include the plural (and vice versa),
wherever appropriate.



(d) This Agreement may be executed in any number of counterparts, and by the different parties
hereto on separate counterparts hereof, each of which shall be an original, and all of which
together shall constitute one instrument.



(e) Counterparts of this Agreement (or applicable signature pages hereof) that are manually
signed and delivered by facsimile transmission shall be deemed to constitute signed original
counterparts hereof and shall bind the parties signing and delivering in such manner.



[Signature page follows]



 


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IN WITNESS WHEREOF, the Company, the Executive and Bear Equity have executed this Agreement as
of the day and year first written above.



	 	 	 	 	 
	 	COMPANY:




Communications Infrastructure Investments, LLC

 	 
	 	By:  	/s/ Scott E. Beer
 	 
	 	 	Name:  	Scott E. Beer 	 
	 	 	Title:  	General Counsel and Secretary 	 
	 
	 	EXECUTIVE:

 	 
	 	/s/ Daniel P. Caruso
 	 
	 	(signature) 	 
	 	Daniel P. Caruso
 	 
	 
	 	BEAR EQUITY:

Bear Equity, LLC

 	 
	 	By:  	/s/ Daniel P. Caruso
 	 
	 	 	Daniel P. Caruso 	 
	 	 	Manager