COMMUNICATIONS INFRASTRUCTURE INVESTMENTS, LLC FOURTH AMENDMENT TO VESTING AGREEMENT

EX-10.41 7 c22275exv10w41.htm EXHIBIT 10.41 Exhibit 10.41
Exhibit 10.41
COMMUNICATIONS INFRASTRUCTURE INVESTMENTS, LLC
FOURTH AMENDMENT TO VESTING AGREEMENT
This Fourth Amendment to Vesting Agreement (the “Fourth Amendment”) is effective as of January 24, 2011 and amends that certain Vesting Agreement by and among Communications Infrastructure Investments, LLC, a Delaware limited liability company (the “Company”), Daniel P. Caruso (the “Executive”) and the Founder Investors (as defined therein), dated as of December 31, 2007, as has been amended (the “Vesting Agreement”).
Recitals
Whereas, pursuant to Section 6.7 of the Vesting Agreement, the Vesting Agreement may be modified or amended at any time and from time to time with the written consent of the Executive, the Founder Investors and the Company; and
Whereas, the undersigned constitute all of the Executive, the Founder Investors and the Company.
Now, Therefore, the Vesting Agreement is hereby amended as follows:
1. Section 3.2 (Executive Common Units) of the Vesting Agreement shall be amended to include the following additional subparagraph:
(d) For the Executive Common Units issued as Class D Common Units on January 24, 2011 (as designated on Schedule A attached hereto) (the “Class D Executive Common Units”), the Founder Common Investor(s) identified on Schedule A shall vest into such Class D Executive Common Units as follows: The Class D Common Units vesting start date is January 1, 2011 (the “Class D Vesting Start Date”). The issuance date is January 24, 2011 (the “Issuance Date”). The vesting end date is January 1, 2014 (the “Vesting End Date”). On January 1, 2012 (the “First Vesting Date”), two million and six hundred and seventy one thousand and seven hundred and nineteen (2,671,719) of the Class D Executive Common Units shall vest and thereafter, on a monthly basis measured from the First Vesting Date through the Vesting End Date, a number of Class D Executive Common Units equal to 1/36 of the aggregate number of Class D Executive Common Units shall vest. The Common Unit Threshold D, as that term is defined in the LLC Agreement and as it relates to the Class D Executive Common Units hereunder, shall be $45,000,000.00. Such Class D Executive Common Units shall receive distributions from the Company pursuant to the LLC Agreement when the aggregate distributions previously made with respect to Issued Common Units pursuant to the LLC Agreement are equal to or greater than such Common Unit Threshold D.
2. Schedule A to the Vesting Agreement shall be replaced with the Schedule A attached hereto, and shall be effective as of the date hereof.

 

 


 

3. Except as set forth in this Fourth Amendment, the Vesting Agreement shall remain unchanged and in full force and effect.
4. This Fourth Amendment may be executed in one or more counterparts and/or by facsimile, each of which shall be deemed an original and all of which taken together shall constitute one instrument.
5. This Fourth Amendment will be governed by and construed according to the laws of the State of Colorado as such laws are applied to agreements entered into and to be performed entirely within Colorado between Colorado residents.
6. Capitalized terms not defined herein shall have the meaning given to them in the Vesting Agreement.
[Remainder of Page Intentionally Blank]

 

 


 

In Witness Whereof, the parties have executed this Fourth Amendment as of the date first above written.
             
    Communications Infrastructure Investments, LLC    
 
           
 
  By:   /s/ Scott Beer    
             
    Name: Scott Beer    
    Title: General Counsel    
 
           
    EXECUTIVE:    
 
 
  /s/ Daniel P. Caruso    
         
    Daniel P. Caruso    
 
           
    FOUNDER INVESTORS:    
 
           
    Bear Investments, LLLP    
 
           
 
  By:   /s/ Daniel P. Caruso
 
   
    Daniel P. Caruso    
    General Partner    
 
           
    Bear Equity, LLC    
 
           
 
  By:   /s/ Daniel P. Caruso
 
   
    Daniel P. Caruso    
    Manager    
 
           
         
    Daniel P Caruso, individually    
Signature Page
Fourth Amendment to Vesting Agreement

 

 


 

Schedule A
Executive Common Units
         
    Number of  
    Executive  
Entity   Common Units  
Class A Common Units:
       
Issued as of December 31, 2007:
       
Bear Investments, LLLP
    7,470,834  
Daniel P. Caruso
    2,490,277  
 
       
Issued as of March 21, 2008:
       
Bear Investments, LLLP
    2,805,555  
Daniel P. Caruso
    2,805,556  
 
     
Total Class A Common Units
    15,572,222  
 
       
Class B Common Units:
       
Issued as of October 20, 2009:
       
Bear Investments, LLLP
    0  
Daniel P. Caruso
    2,300,000  
 
       
Issued as of March 19, 2010:
       
Bear Investments, LLLP
    1,300,000  
Daniel P. Caruso
    0  
 
     
Total Class B Common Units
    3,600,000  
 
       
Class D Common Units:
       
Issued as of January 24, 2011:
       
Bear Investments, LLLP
    8,096,118  
Daniel P. Caruso
    0  
 
       
Total Class D Common Units
    8,096,118  
 
     
 
       
Total Executive Common Units
    27,268,340