ASSIGNMENT AND ASSUMPTION OF SECURITIES
ASSIGNMENT AND ASSUMPTION OF SECURITIES AGREEMENT, dated as of December
18th, 2000, by and between Zach Lonstein ("Lonstein"), Sandler Capital Partners
V, L.P. (the "Assignor"), and Sandler Capital Partners V FTE, L.P. (the
"Assignee"). Capitalized terms used herein, unless otherwise defined herein,
shall have the meanings assigned to such terms in the Option Agreement referred
to below.
W I T N E S S E T H:
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WHEREAS, Lonstein and the Assignor are parties to an Option Agreement dated
as of May 10, 2000 (the "Option Agreement");
WHEREAS, the Assignor desires to assign its interest in a certain number of
the Option Shares to the Assignee;
WHEREAS, Lonstein desires to permit the assignment of certain of the
Assignor's Option Shares to the Assignee.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Lonstein, the Assignor and the
Assignee agree as follows:
1. The Assignor by this instrument does hereby absolutely assign, convey,
grant, transfer and deliver unto the Assignees all of the Assignor's right,
title and interest existing at the time of this Agreement in the Option Shares
set forth below and all of Assignors' rights and obligations under the Option
Agreement with respect to the Option Shares set forth below.
Assignor Option Shares
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Sandler Capital Partners V, L.P. 99,175
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2. The Assignee hereby assumes and agrees to pay or cause to be paid or
otherwise discharge, perform and fulfill or cause to be discharged, performed
and fulfilled, as they become due and payable all obligations of the Assignor
arising on or subsequent to the Closing Date which arise out of or are related
to the Option Agreement.
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Assignee Option Shares
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Sandler Capital Partners V FTE, L.P. 99,175
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3. By its execution and delivery hereof Lonstein consents to the assignment
and assumption contemplated hereby and releases the Assignor in full from any
obligation or liability of any nature whatsoever with respect to the Option
Shares listed above which the Assignor may have had under the Option Agreement.
4. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE
GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
5. This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement. Each party need not sign the
same counterpart.
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IN WITNESS WHEREOF, Lonstein, the Assignor and the Assignee have caused
this Agreement to be signed on its behalf by its officer thereunto duly
authorized as of the date first written above.
ZACH LONSTEIN
/s/ Zach Lonstein
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ASSIGNOR:
SANDLER CAPITAL PARTNERS V, L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a General
Partner
By /s/ Moira Mitchell
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Name: Moira Mitchell
Title: President
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ASSIGNEE:
SANDLER CAPITAL PARTNERS V FTE, L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a General
Partner
By /s/ Moira Mitchell
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Name: Moira Mitchell
Title: President
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