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Published on 8/23/2006 in the Prospect News PIPE Daily.

New Issue: DSL.net pockets $13 million from private placement of $15 million in notes

By Sheri Kasprzak

New York, Aug. 23 - DSL.net, Inc. closed a private placement of $15,002,000 in principal of notes for proceeds of $13 million.

MegaPath Inc. and its subsidiary MDS Acquisition, Inc. agreed to buy a $13,002,000 non-convertible note, priced at 84, for proceeds of $11 million. The 8% non-convertible note is due Dec. 31, 2007.

The investors also received four convertible notes totaling $2 million.

The first convertible note, for principal of $30,000, is due Dec. 31, 2007 and bears interest at 8% annually.

The second note, for $300,000, also bears interest at 8% annually and matures the earlier of Dec. 31, 2008 and 30 days after the first note becomes convertible.

The third 8% note for $150,000 is due the earlier of Dec. 31, 2008 and 30 days after the first and second notes are convertible.

The fourth note, for $1.52 million, becomes due the earlier of Dec. 31, 2008 and 30 days after the first through third notes become convertible.

The first note is convertible into 9.9% of the company's outstanding stock, with the price being set accordingly. The second notes will bring MegaPath's holding of the company's stock to 49.9%, the third to 51% and the fourth to 91%.

Proceeds will be used for the repayment of debt held by DunKnight Telecom Partners LLC and for working capital.

Based in Wallingford, Conn., DSL.net provides high-speed internet services to small- to mid-sized companies.

Promissory notes

Issuer:DSL.net, Inc.
Issue:Promissory notes
Amount:$13,002,000
Proceeds:$11 million
Maturity:Dec. 31, 2007
Coupon:8%
Price:84
Warrants:No
Investors:MegaPath Inc. and MDS Acquisition, Inc.
Settlement date:Aug. 22
Stock symbol:OTCBB: DSLN
Stock price:$0.032 at close Aug. 22
Convertible notes
Issuer:DSL.net, Inc.
Issue:Convertible promissory notes
Amount:$2 million (notes of $30,000, $300,000, $150,000 and $1.52 million)
Maturity:Dec. 31, 2007 (for first $30,000 note); the earlier of Dec. 31, 2008 or 30 days after the other notes become convertible
Coupon:8%
Price:Par
Yield:8%
Conversion price:Equal to the quotient of the principal by the number of shares needed to own 9.9% of the company's outstanding stock for first note, 40% of the stock for the second notes, 1.1% for the third note and 40% for the fourth note
Warrants:No
Investors:MegaPath Inc. and MDS Acquisition, Inc.
Settlement date:Aug. 22
Stock symbol:OTCBB: DSLN
Stock price:$0.032 at close Aug. 22

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