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.
(m)
SUBMISSION TO JURISDICTION.
ANY AND ALL SUITS, LEGAL ACTIONS OR
PROCEEDINGS ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT IN THE COURTS OF THE
STATE OF DELAWARE OR THE UNITED STATES DISTRICT COURT OF DELAWARE AND EACH PARTY
TO THIS AGREEMENT HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF
SUCH COURTS FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS.
IN ANY
SUCH SUIT, LEGAL ACTION OR PROCEEDING, EACH PARTY TO THIS AGREEMENT WAIVES
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT
SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO IT AT
ITS ADDRESS SET FORTH IN THE BOOKS AND RECORDS OF THE COMPANY.
TO THE FULLEST
EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH
SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY
CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.
*
*
*
*
*
10
IN WITNESS WHEREOF, the parties hereto have executed this Investor Securities
Purchase Agreement on the date first written above.
GRANDE INVESTMENT L.P.
By:
Name:
Title:
11
ABRY PARTNERS VI, L.P.
By:
ABRY VI Capital Partners, L.P.,
Its General Partner
By:
ABRY VI Capital Investors, LLC,
Its General Partner
By:
Name:
Title:
12
GRANDE MANAGER LLC
By:
Name:
Title:
13
SCHEDULE A
INVESTORS
Investor
Class A Common Units to be Purchased
Series A Preferred Units to be Purchased
Purchase Price to be paid in Cash
ABRY VI
Grande Manager
14
Exhibit C
PARTNERS AGREEMENT
This PARTNERS AGREEMENT (this "Agreement") is made as of [________], 2009 by and
among Grande Investment L.P., a Delaware limited partnership (the
"Partnership"), Grande Manager, LLC, a Delaware limited liability
company ("Grande Manager"), ABRY Partners VI, L.P., a Delaware limited
partnership ("ABRY VI"), Grande Communications Holdings, Inc., a Delaware
corporation,1 the other Partners (as defined herein) signatories hereto as of
the date hereof and the Partners who are from time to time joined hereto after
the date hereof.
Capitalized terms used herein and not otherwise defined herein
shall have the meanings