Alteva, Inc., a New York corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of September 2, 2014Rights Agreement • September 4th, 2014 • Alteva, Inc. • Telephone communications (no radiotelephone) • New York
The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuances of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date an
MLA NO. 0886 MASTER LOAN AGREEMENT THIS MASTER LOAN AGREEMENT (this "AGREEMENT"), dated as of February 18, 2003, is made by and between COBANK, ACB ("COBANK") and WARWICK VALLEY TELEPHONE COMPANY, a New York corporation (the "BORROWER"). WHEREAS, from...Master Loan Agreement • March 26th, 2003 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • Colorado
AGREEMENT AND PLAN OF MERGER dated as of September 2, 2015, among MBS HOLDINGS, INC. ARROW MERGER SUBSIDIARY, INC. and ALTEVA, INC.Merger Agreement • September 3rd, 2015 • Alteva, Inc. • Telephone communications (no radiotelephone) • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 2, 2015, is entered into among MBS HOLDINGS, INC., a Delaware corporation (“Parent”), ARROW MERGER SUBSIDIARY, INC., a New York corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and ALTEVA, INC., a New York corporation (the “Company”). Capitalized terms used in this Agreement are used as defined in Section 8.03.
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2012 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • New York
This Employment Agreement (this “Agreement”) is made and entered into as of August 1, 2012 and shall be effective August 3, 2012 (the “Effective Date”), by and between WVT Communications Group (the “Company”) and Brian H. Callahan (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2008 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 4, 2008 (the “Effective Date”), by and between WARWICK VALLEY TELEPHONE COMPANY (the “Company”) and KENNETH H. VOLZ (“Executive”).
Mr. Herbert Gareiss, Jr. President and Chief Executive Officer Warwick Valley Telephone Company 47 Main Street Warwick, NY 10990 Re: Retention Agreement Dear Herb:Retention Agreement • August 9th, 2006 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • New York
As you know, Warwick Valley Telephone Company (“WVT” or the “Company”) has announced that it has decided to explore all strategic alternatives available to it and that it has engaged Stifel, Nicolaus (“SN”) to help it in doing so.
EMPLOYMENT AGREEMENT WITH DUANE W. ALBRO PRESIDENT, CHIEF EXECUTIVE OFFICEREmployment Agreement • March 16th, 2010 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • New York
This Employment Agreement (this “Agreement”) is made and entered into as of February 12, 2010 and shall be effective April 11, 2010 (the “Effective Date”), by and between Warwick Valley Telephone Company (the “Company”) and Duane W. Albro (“Executive”).
Mardoqueo Marquez, Jr.Employment Agreement • November 18th, 2014 • Alteva, Inc. • Telephone communications (no radiotelephone)
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 10th, 2006 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • New York
This Indemnification Agreement (“Agreement”) made this 4th day of May, 2006 by and between Warwick Valley Telephone Company (the “Company”), a New York corporation, and (“Indemnitee”).
August 2, 2012Master Loan Agreement • November 9th, 2012 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone)
Reference is made to that certain Master Loan Agreement, dated as of February 18, 2003 (the “MLA”), by and between Warwick Valley Telephone Company (the “Borrower”) and CoBank, ACB (“CoBank”), and that certain Amended and Restated Second Supplement to Master Loan Agreement, dated as of the date hereof (the “Second Supplement” and, together with the MLA, as each may be amended, restated, modified or supplemented from time to time, the “Loan Agreement”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Loan Agreement.
Revision to David Cuthbert EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2012 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone)
This Revision to David Cuthbert’s August 5, 2011 Employment Agreement is effective February 1, 2012. As a result of the transfer of Jay Mercer to report to David, the additional responsibilities warrant an increase in base pay.
AMENDMENT NO. 4 TO AGREEMENT ESTABLISHING ORANGE COUNTY – POUGHKEEPSIE LIMITED PARTNERSHIPAgreement Establishing Orange County – Poughkeepsie Limited Partnership • March 16th, 2011 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone)
The undersigned partners of Orange County-Poughkeepsie Limited Partnership (the “Partnership”) do hereby agree to amend the Agreement Establishing Orange County-Poughkeepsie Limited Partnership dated as of April 21, 1987 (the “Agreement”) as follows:
AMENDMENT NO. 1 TO AGREEMENT ESTABLISHING ORANGE COUNTY – POUGHKEEPSIE LIMITED PARTNERSHIP AMONG NYNEX MOBILE COMMUNICATIONS COMPANY CONTEL CELLULAR, INC. HIGHLAND TELEPHONE COMPANY SYLVAN LAKE TELEPHONE COMPANY TACONIC TELEPHONE CORPORATION WARWICK...Agreement Establishing Orange County – Poughkeepsie Limited Partnership • March 16th, 2011 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone)
NYNEX MOBILE COMMUNICATIONS COMPANY CONTEL CELLULAR, INC. By: By: TITLE: TITLE: DATE: DATE: HIGHLAND TELEPHONE COMPANY SYLVAN LAKE TELEPHONE COMPANY By: By: TITLE: TITLE: DATE: DATE: TACONIC TELEPHONE CORPORATION WARWICK VALLEY TELEPHONE COMPANY By: By: TITLE: TITLE: DATE: DATE: NEW YORK CELLULAR GEOGRAPHIC SERVICE AREA, INC. By: TITLE: DATE:
December 15, 2010 Kenneth H. Volz c/o Warwick Valley Telephone Company 47 Main Street Warwick, New York 10990 Mr. Volz:Employment Agreement • December 17th, 2010 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone)
This letter is intended to reflect the mutual understanding between you and the Board of Directors (the “Board’”) of Warwick Valley Telephone Company (the “Company”) regarding changes to the employment agreement between you and the Company, dated February 12, 2010 and effective April 11, 2010 (your “Employment Agreement”).
EXHIBIT A CONFIDENTIALITY, NON-SOLICITIATION AND NON-COMPETITION AGREEMENTConfidentiality, Non-Solicitation and Non-Competition Agreement • August 9th, 2007 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • New York
In consideration of employment or continued employment, this Confidentiality, Non-Solicitation and Non-Competition Employment Agreement (“Agreement”) is made between Warwick Valley Telephone Company, its affiliates, subsidiaries, divisions, successors and assigns (the “Company”), and Kenneth H. Volz, an individual residing at 2875 Crabtree Lane, Northbrook, IL, 60062 (“Employee”), the terms and conditions of which are:
EMPLOYMENT AGREEMENT BETWEEN WARWICK VALLEY TELEPHONE COMPANY AND KENNETH H. VOLZEmployment Agreement • March 30th, 2007 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • New York
Warwick Valley Telephone Company (WVTC), a New York corporation with its principal place of business at 47 Main Street, Warwick, New York (Company), and Kenneth H. Volz (“Volz”) , residing at 2875 Crabtree Lane, Northbrook, Illinois, USA, agree to enter into this Employment Agreement dated as of January 25, 2007 as follows:.
LINE OF CREDIT EXTENSION AGREEMENTLine of Credit Extension Agreement • March 18th, 2013 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • New York
LINE OF CREDIT EXTENSION AGREEMENT (this “Extension Agreement”) made effective as of the 27th day of June, 2012 by and among Warwick Valley Telephone Company (“Borrower”), having an address set forth next to Borrower’s signature below, PROVIDENT BANK, having offices at 400 Rella Boulevard, Montebello, New York 10901 (“Lender”), and each guarantor (if any) identified on the signature page hereto (the “Guarantors”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2007 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • New York
WARWICK VALLEY TELEPHONE COMPANY (the “Company”) and KENNETH H. VOLZ (“Executive”) agree to enter into this EMPLOYMENT AGREEMENT effective as of June 4, 2007 as follows:
SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMSSettlement Agreement • October 22nd, 2014 • Alteva, Inc. • Telephone communications (no radiotelephone)
This Settlement Agreement and Release of All Claims (the “Agreement”), effective October 16, 2014 (“Effective Date”) is made by and between Alteva, Inc., a New York Corporation (the “Company”) and David J. Cuthbert (the “Executive”). The parties hereby state that:
Lock-Up and PUT AGREEMENTLock-Up and Put Agreement • March 15th, 2012 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • New York
THIS Lock-UP and PUT AGREEMENT (this “Agreement”) is made as of October 21, 2011, by and among Warwick Valley Telephone Company, a New York corporation with offices at 47 Main St., PO Box 592, Warwick, NY 10990 (“Parent”), and each of the individuals identified on the signature page of this Agreement (each, a “Holder” and collectively, the “Holders”). Parent and the Holders are sometimes referred to individually as a “Party” and collectively as the “Parties”.
FIFTH AMENDMENT TO AGREEMENT ESTABLISHING ORANGE COUNTY – POUGHKEEPSIE LIMITED PARTNERSHIPFifth Amendment to Agreement Establishing Orange County – Poughkeepsie Limited Partnership • August 9th, 2011 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone)
This Fifth Amendment to Agreement Establishing Orange County – Poughkeepsie Limited Partnership (the “Partnership”) is effective April 10, 2007. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in that certain Agreement Establishing Orange County – Poughkeepsie Limited Partnership dated as of April 21, 1987 (the “Partnership Agreement”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 9th, 2011 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone)
THIS FIRST AMENDMENT (this “Amendment”) to the Asset Purchase Agreement, dated as of July 14, 2011 (the “Purchase Agreement”) by and among WARWICK VALLEY NETWORKS, INC., a New York corporation (“Buyer”); WARWICK VALLEY TELEPHONE COMPANY, a New York corporation and the sole shareholder of Buyer (“Buyer Parent”); and ALTEVA, LLC, a New Jersey limited liability company (“Seller” and, together with Buyer and Buyer Parent, the “Parties”) is made as of August 5, 2011, by and among all of Parties.
VOTING AGREEMENTVoting Agreement • September 3rd, 2015 • Alteva, Inc. • Telephone communications (no radiotelephone) • New York
This Voting Agreement (this “Agreement”), dated as of September 2, 2015, between the undersigned shareholders (the “Shareholders”) of Alteva, Inc., a New York corporation (the “Company”), and MBS Holdings, Inc., a Delaware corporation (“Parent”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 15th, 2011 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • New York
This Employment Agreement (this “Agreement”) is made and entered into as of December 14, 2011 and shall be effective April 11, 2012 (the “Effective Date”), by and between Warwick Valley Telephone Company (the “Company”) and Duane W. Albro (“Executive”). Notwithstanding the foregoing, Sections 4(e) and 4(f) shall be effective as of December 31, 2011.
THIRD SUPPLEMENT TO THE MASTER LOAN AGREEMENTMaster Loan Agreement • November 9th, 2012 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone)
This THIRD SUPPLEMENT TO THE MASTER LOAN AGREEMENT (this “Third Supplement”), is entered into as of August 2, 2012, by and between COBANK, ACB (“CoBank”) and WARWICK VALLEY TELEPHONE COMPANY (the “Borrower”), and supplements the Master Loan Agreement, dated as of February 18, 2003, by and between CoBank and the Borrower (as the same has been amended on the date hereof and as the same may be amended, modified, supplemented, extended or restated from time to time, the (“MLA”)). Capitalized terms used and not otherwise defined in this Third Supplement shall have the meanings assigned to them in the MLA.
EMPLOYMENT AGREEMENT BETWEEN WARWICK VALLEY TELEPHONE COMPANY AND THOMAS H. GRAYEmployment Agreement • March 30th, 2007 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • New York
Warwick Valley Telephone Company (WVTC), a New York corporation with its principal place of business at 47 Main Street, Warwick, New York (Company), and Thomas H. Gray (“Gray”) , residing at 5131 Hawthorne Lane, Lisle, Illinois, USA, agree to enter into this Employment Agreement dated as of January 15, 2007 as follows:.
AGREEMENT ESTABLISHING ORANGE COUNTY POUGHKEEPSIE LIMITED PARTNERSHIP BETWEEN NYNEX MOBILE COMMUNICATIONS COMPANY AND CONTEL CELLULAR, INC. HIGHLAND TELEPHONE COMPANY SYLVAN LAKE TELEPHONE COMPANY TACONIC TELEPHONE CORPORATION AND WARWICK VALLEY...Limited Partnership Agreement • March 16th, 2011 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • New York
THIS AGREEMENT is made as of June 23, 1986, by and between NYNEX MOBILE COMMUNICATIONS COMPANY, a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at One Blue Hill Plaza, Pearl River, New York 10965 (“NYNEX”), CONTEL CELLULAR, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at 245 Perimeter Center Parkway, Atlanta, Georgia 30346 (“CONTEL”), HIGHLAND TELPHONE COMPANY, a corporation organized and existing under the laws of the State of New York and having its principal place of business at 100 Midtown Plaza, Rochester, New York 14646 (“Highland”), SYLVAN LAKE TELPHONE COMPANY, a corporation organized and existing under the laws of the State of New York and having its principal place of business at 100 Midtown Plaza, Rochester, New York 14646 (“SYLVAN LAKE”), TACONIC TELEPHONE CORPORATION, a corporation organized and existing under the laws of
CREDIT AGREEMENT Dated as of March 11, 2013 by and among WARWICK VALLEY TELEPHONE COMPANY, as the Borrower, the LENDERS listed on the signature pages hereto, as the Lenders, and TRISTATE CAPITAL BANK, as the AgentCredit Agreement • May 10th, 2013 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • Pennsylvania
THIS CREDIT AGREEMENT, dated as of March 11, 2013, by and among WARWICK VALLEY TELEPHONE COMPANY, a New York corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and TRISTATE CAPITAL BANK, a Pennsylvania state chartered bank, as Agent (in such capacity, the “Agent”). The parties hereto, intending to be legally bound hereby, agree as follows:
REVOLVING CREDIT NOTERevolving Credit Note • May 10th, 2013 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone)
FOR VALUE RECEIVED, WARWICK VALLEY TELEPHONE COMPANY, a New York corporation (the “Borrower”), promises to pay to the order of TRISTATE CAPITAL BANK (the “Lender”) the principal amount of SEVENTEEN MILLION DOLLARS ($17,000,000) or, if less, the aggregate amount of Loans (as defined in the Credit Agreement referred to below) made by the Lender to the Borrower pursuant to the Credit Agreement referred to below outstanding on the Expiration Date (as defined in such Credit Agreement) on the Expiration Date.
AGREEMENTPartnership Agreement • August 9th, 2011 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone)
This Agreement, dated as of May 26, 2011, is entered into by and among VERIZON WIRELESS OF THE EAST LP, a Delaware limited partnership (“VZW-East”), CELLCO PARTNERSHIP, a Delaware general partnership doing business as Verizon Wireless (“VZW”), and WARWICK VALLEY TELEPHONE COMPANY, a New York corporation (“WVTC”) (each of VZW-East, VZW and WVTC, a “Partner”).
AMENDED AND RESTATED MASTER LOAN AGREEMENTMaster Loan Agreement • November 7th, 2012 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone) • Colorado
THIS AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Agreement”), dated as of October 31, 2012, is made by and between COBANK, ACB (“CoBank”) and WARWICK VALLEY TELEPHONE COMPANY, a New York corporation (the “Borrower”), and amends and restates in its entirety the Master Loan Agreement, dated as of February 18, 2003, between CoBank and Borrower, as it previously may have been amended (the “Prior Agreement”).
Re: Separation AgreementSeparation Agreement • March 28th, 2006 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone)
This letter explains the separation benefits available to you and what you need to do to receive them. When you sign this letter, it will constitute the Agreement between you and Warwick Valley Telephone Company (hereinafter referred to as the “Employer”) on the terms of your separation from employment with the Employer.
AGREEMENT AND GENERAL RELEASEGeneral Release Agreement • March 18th, 2013 • Warwick Valley Telephone Co • Telephone communications (no radiotelephone)
Warwick Valley Telephone Company (“the Company” or “WVT”) and Ralph Martucci, Jr., his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “Employee”), agree that:
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2015 • Alteva, Inc. • Telephone communications (no radiotelephone) • New York
This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ], by and between Alteva, Inc. (the “Company”), a New York corporation, and the undersigned officer and/or director (“Indemnitee”).
RESTRICTED STOCK AWARD AGREEMENT (NEOs)Restricted Stock Award Agreement • March 3rd, 2015 • Alteva, Inc. • Telephone communications (no radiotelephone) • New York
This Award Agreement (this “Agreement”) is made effective as of by and between Alteva, Inc., a New York corporation (the “Company”), and (the “Participant”). This Agreement is made pursuant to the Alteva 2008 Long-Term Incentive Plan (the “Plan”). The purpose of this Agreement is to establish a written agreement evidencing a Restricted Stock Award granted pursuant to the Plan. All of the terms and conditions of the Plan are fully incorporated herein by reference. Unless the context clearly indicates otherwise, defined terms used in this Agreement shall have the meanings given to such terms in the Plan. The term “Shares” shall refer to shares of the common stock, par value $0.01 per share, of the Company.
