bandwidthkeybanknoteanda






                ASSIGNMENT AND ACCEPTANCE AGREEMENT         This  Assignment  and  Acceptance  Agreement  (this  “Assignment  Agreement”)  between  KEYBANK  NATIONAL  ASSOCIATION  (the  “Assignor”)  and PACIFIC WESTERN  BANK  (as the successor to Square 1 Bank) (the “Assignee”) is dated as of June 4, 2019.  The parties  hereto agree as follows:         1.    Preliminary Statement.  Assignor is a party to a Credit and Security Agreement  dated November 4, 2016, as amended and restated as of March 1, 2019 (as the same may from  time  to  time  be  amended,  restated  or  otherwise  modified,  the  “Credit  Agreement”),  among  Bandwidth  Inc.,  a  Delaware  corporation  (the  “Borrower”),  the  lenders  party  thereto  (together  with their respective successors and assigns, collectively, the “Lenders” and, individually, each a  “Lender”),  and  KEYBANK  NATIONAL  ASSOCIATION,  as  the  administrative  agent  for  the  Lenders (the “Administrative Agent”).  Capitalized terms used herein and not otherwise defined  herein shall have the meanings attributed to them in the Credit Agreement.           2.    Assignment and Assumption.  Assignor hereby sells and assigns to Assignee, and  Assignee hereby purchases and assumes from Assignor, an interest in and to Assignor’s rights  and obligations under the Credit Agreement, effective as of the Assignment Effective Date (as  hereinafter defined), equal to the percentage interest specified on Annex 1 hereto  (hereinafter,  the “Assigned Percentage”) of Assignor’s right, title and interest in and to (a) the Commitment,  (b)  any  Loan  made  by  Assignor  that  is  outstanding  on  the  Assignment  Effective  Date,  (c)  Assignor’s interest in any Letter of Credit outstanding on the Assignment Effective Date, (d) any  Note delivered to Assignor pursuant to the Credit Agreement, (e) the Credit Agreement and the  other Related Writings, and (f)  to the extent permitted by applicable law, all suits, claims, causes  of action and any other right of the Assignor (as a Lender) against any Person, whether known or  unknown, arising under or with respect to the Credit Agreement, any other Related Writings, any  other  documents  or  instruments  delivered  pursuant  thereto  or  the  credit  transactions  governed  thereby or otherwise based on or related to any of the foregoing, including, but not limited to,  contract claims, statutory claims, tort claims, malpractice claims and all other claims at law or in  equity with respect to the rights and obligations sold and assigned pursuant to this Section 2 (the  rights and obligations sold and assigned pursuant to clauses (a) through (f) above, collectively,  the "Assigned Interest").  After giving effect to such sale and assignment and on and after the  Assignment  Effective  Date,  Assignee  shall  be  deemed  to  have  one  or  more  Applicable  Commitment  Percentages  under  the  Credit  Agreement  equal  to  the  Applicable  Commitment  Percentages set forth in subparts II.A and II.B on Annex 1 hereto and an Assigned Amount as set  forth on subparts I.A and I.B of Annex 1 hereto (hereinafter, the “Assigned Amount”).         3.    Assignment  Effective  Date.   The  Assignment  Effective  Date  (the  “Assignment  Effective  Date”)  shall  be  June  4,  2019  (or  such  other  date  agreed  to  by  the  Administrative  Agent).   On  or  prior  to  the  Assignment  Effective  Date,  Assignor  shall  satisfy  the  following  conditions:         (a)   receipt  by  the  Administrative  Agent  of  this  Assignment  Agreement,  including  Annex 1 hereto, properly executed by Assignor and Assignee and accepted and consented to by  





 






the Administrative Agent and, if necessary pursuant to the provisions of Section 11.10(b) of the  Credit Agreement, by the Borrower;           (b)   receipt  by  Assignee  of  a  Revolving  Credit  Note  executed  and  delivered  by  Borrower in the amount of Ten Million Dollars ($10,000,000);         (c)   receipt  by  the  Administrative  Agent  from  Assignee  of  an  administrative  questionnaire, or other similar document, which shall include (i) the address for notices under the  Credit  Agreement,  (ii)  the  address  of  its  Lending  Office,  (iii)  wire  transfer  instructions  for  delivery  of  funds  by  the  Administrative  Agent,  and  (iv)  such  other  information  as  the  Administrative Agent shall request; and         (d)   receipt  by  the  Administrative  Agent  from  Assignor  or  Assignee  of  any  other  information required pursuant to Section 11.10 of the Credit Agreement or otherwise necessary  to complete the transaction contemplated hereby.         4.    Payment  Obligations.   In  consideration  for  the  sale  and  assignment  of  Loans  hereunder, Assignee shall pay to Assignor, on the Assignment Effective Date, the amount agreed  to  by  Assignee  and  Assignor.   Any  interest,  fees  and  other  payments  accrued  prior  to  the  Assignment  Effective  Date  with  respect  to  the  Assigned  Amount  shall  be  for  the  account  of  Assignor.  Any interest, fees and other payments accrued on and after the Assignment Effective  Date  with  respect  to  the  Assigned  Amount  shall  be  for  the  account  of  Assignee.   Each  of  Assignor and Assignee agrees that it will hold in trust for the other party any interest, fees or  other amounts which it may receive to which the other party is entitled pursuant to the preceding  sentence  and  to  pay  the  other  party  any  such  amounts  which  it  may  receive  promptly  upon  receipt thereof.         5.    Credit  Determination;  Limitations  on  Assignor’s  Liability.   Assignee  represents  and warrants to Assignor, the Borrower, the Administrative Agent and the Lenders (a) that it is  capable of making and has made and shall continue to make its own credit determinations and  analysis based upon such information as Assignee deemed sufficient to enter into the transaction  contemplated  hereby  and  not  based  on  any  statements  or  representations  by  Assignor;  (b)  Assignee confirms that it meets the requirements to be an assignee as set forth in Section 11.10  of the Credit Agreement; (c) Assignee confirms that it is able to fund the Loans and the Letters  of  Credit  as  required  by  the  Credit  Agreement;  (d)  Assignee  agrees  that  it  will  perform  in  accordance with their terms all of the obligations which by the terms of the Credit Agreement  and the other Related Writings are required to be performed by it as a Lender thereunder; and (e)  Assignee represents that it has reviewed each of the Loan Documents and by its signature to this  Assignment Agreement,  agrees to be bound by and subject to the terms  and conditions of the  Loan  Documents  as  if  it  were  an  original  party  thereto.   It  is  understood  and  agreed  that  the  assignment and assumption hereunder are made without recourse to Assignor and that Assignor  makes no representation or warranty of any kind to Assignee other than  (i) it is the legal and  beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien,  encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action  necessary,  to  execute  and  deliver  this  Assignment  and  Assumption  and  to  consummate  the  transactions  contemplated  hereby  and  (iv)  it  is  not  a  Defaulting  Lender;  and  shall  not  be                                          2  





 






responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or  collectability  of  the  Credit  Agreement  or  any  other  Related  Writings,  (ii)  any  representation,  warranty or statement made in or in connection with the Credit Agreement or any of the other  Related  Writings,  (iii)  the  financial  condition  or  creditworthiness  of  the  Borrower  or  any  Guarantor of Payment, (iv) the performance of or compliance with any of the terms or provisions  of the Credit Agreement or any of the other Related Writings, (v) the inspection of any of the  property,  books  or  records  of  the  Borrower,  or  (vi)  the  validity,  enforceability,  perfection,  priority,  condition,  value  or  sufficiency  of  any  collateral  securing  or  purporting  to  secure  the  Loans or Letters of Credit.  Assignee appoints the Administrative Agent to take such action as  agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to  the Administrative Agent by the terms thereof.           6.    [RESERVED].         7.    Subsequent  Assignments.   After  the  Assignment  Effective  Date,  Assignee  shall  have the right, pursuant to Section 11.10 of the Credit Agreement, to assign the rights which are  assigned  to  Assignee  hereunder,  provided  that  (a)  any  such  subsequent  assignment  does  not  violate  any  of  the  terms  and  conditions  of  the  Credit  Agreement,  any  of  the  other  Related  Writings, or any law, rule, regulation, order, writ, judgment, injunction or decree and that any  consent required under the terms of the Credit Agreement or any of the other Related Writings  has been obtained, (b) the assignee under such assignment from Assignee shall agree to assume  all of Assignee’s obligations hereunder in a manner satisfactory to Assignor, and (c) Assignee is  not thereby released from any of its obligations to Assignor hereunder.         8.    Reductions of Aggregate Amount of Commitments.  If any reduction in the Total  Commitment  Amount  occurs  between  the  date  of  this  Assignment  Agreement  and  the  Assignment  Effective  Date,  the  percentage  of  the  Total  Commitment  Amount  assigned  to  Assignee shall remain the percentage specified in Section 1 hereof and the dollar amount of the  Commitment  of  Assignee  shall  be  recalculated  based  on  the  reduced  Total  Commitment  Amount.         9.    Acceptance  of  Administrative  Agent;  Notice  by  Assignor.   This  Assignment  Agreement is conditioned upon the acceptance and consent of the Administrative Agent and, if  necessary pursuant to Section 11.10 of the Credit Agreement, upon the acceptance and consent  of  the  Borrower;  provided  that  the  execution  of  this  Assignment  Agreement  by  the  Administrative  Agent  and,  if  necessary,  by  the  Borrower  is  evidence  of  such  acceptance  and  consent.         10.   Entire Agreement.  This Assignment Agreement embodies the entire agreement  and  understanding  between  the  parties  hereto  and  supersedes  all  prior  agreements  and  understandings between the parties hereto relating to the subject matter hereof.         11.   Governing Law.  This Assignment Agreement shall be governed by the laws of  the State of New York.                                          3  





 






      12.   Notices.  Notices shall be given under this Assignment Agreement in the manner  set forth in the Credit Agreement.  For the purpose hereof, the addresses of the parties hereto  (until notice of a change is delivered) shall be the address set forth under each party’s name on  the signature pages hereof.         13.   Counterparts.   This  Assignment  Agreement  may  be  executed  in  any  number  of  counterparts, by different parties hereto in separate counterparts and by facsimile signature, each  of which  when  so  executed  and  delivered  shall  be  deemed to  be an original  and all  of which  taken together shall constitute but one and the same agreement.                        [Remainder of page intentionally left blank.]                                          4  





 






                         4th                                    4th June                                    June 





 






         406 Blackwell Street, Suite 240          Durham, NC 27701                  Matt Long                  919-314-3831                  919-314-3090                                     4th                                                        4th June                                                     June 





 






                        4th                                         4th June                                    June                                                Jeffrey A. Hoffman                                              CFO 





 






                                  ANNEX 1                                       TO                  ASSIGNMENT AND ACCEPTANCE AGREEMENT        On and after the Assignment Effective Date, after giving effect to all other assignments  being made by Assignor on the Assignment Effective Date, the Commitment of Assignee, and, if  this is less than an assignment of all of Assignor’s interest, Assignor, shall be as follows:   I.    INTEREST BEING ASSIGNED TO ASSIGNEE         A.    Revolving Credit Commitment              Applicable Commitment Percentage of                     Revolving Credit Commitment               40.0%              Assigned Amount                                 $10,000,000.00         B.    Term Loan Commitment              Applicable Commitment Percentage of                     Term Loan Commitment                      N/A              Assigned Amount                                 N/A   II.   ASSIGNEE’S COMMITMENT (as of the Assignment Effective Date)         A.    Revolving Credit Commitment              Applicable Commitment Percentage of                     Revolving Credit Commitment               40%              Assigned Amount                                 $10,000,000.00         B.    Term Loan Commitment              Applicable Commitment Percentage of                     Term Loan Commitment                      N/A              Assigned Amount                                 N/A   III.  ASSIGNOR’S COMMITMENT (as of the Assignment Effective Date)         A.    Revolving Credit Commitment              Applicable Commitment Percentage of                     Revolving Credit Commitment               60.0%              Remaining Commitment Amount                     $15,000,000.00         B.    Term Loan Commitment              Applicable Commitment Percentage of                     Term Loan Commitment                      N/A              Remaining Term Loan Amount                      N/A                                        A-1