WITNESSETH:Settlement Agreement • July 9th, 2004 • Arbinet Thexchange Inc • New Jersey
OFFICE LEASE ALBANY STREET PLAZA REAL ESTATE MANAGEMENT COMPANY LANDLORD ANDOffice Lease • July 9th, 2004 • Arbinet Thexchange Inc • New Jersey
Between ATEL VENTURES, INC., 600 California Street, 6th Floor a California corporation, San Francisco CA 94108-2733 as Lessor ("Lessor") Attention: General Counsel Tel: (415) 989-8800 Fax: (415) 989-3796 Email: avi@atel.com And ARBINET-THEXCHANGE,...Master Lease Agreement • July 9th, 2004 • Arbinet Thexchange Inc • California
EXHIBIT 10.7 ACCOUNTS RECEIVABLE FINANCING AGREEMENT This ACCOUNTS RECEIVABLE FINANCING AGREEMENT is entered into this 3rd day of February, 2003 by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at...Accounts Receivable Financing Agreement • July 9th, 2004 • Arbinet Thexchange Inc • Massachusetts
Lease No. 302001 MASTER EQUIPMENT LEASE This is a Master Equipment Lease between PENTECH FINANCIAL SERVICES, INC., a California corporation, whose principal office is located at 310 West Hamilton Avenue, Suite 202, Campbell, California 95008...Master Equipment Lease • July 9th, 2004 • Arbinet Thexchange Inc • California
Arbinet-thexchange, Inc. Restricted Stock Agreement Granted Under 2004 Stock Incentive PlanRestricted Stock Agreement • November 8th, 2006 • Arbinet Thexchange Inc • Services-business services, nec • New Jersey
EXHIBIT 10.5 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED BY [*]. GMAC COMMERCIAL...Factoring Agreement • September 24th, 2004 • Arbinet Thexchange Inc • Services-business services, nec • New York
Settlement and Standstill AgreementSettlement and Standstill Agreement • July 16th, 2007 • Arbinet Thexchange Inc • Services-business services, nec • Delaware
This SETTLEMENT AND STANDSTILL AGREEMENT, dated as of July 13, 2007 (the “Agreement”), is by and between Arbinet-thexchange, Inc., a Delaware corporation (“Arbinet”), and the individuals and entities listed on Schedule A hereto (collectively, the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2010 • ARBINET Corp • Services-business services, nec • Virginia
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of February 1, 2010 (the “Effective Date”), by and between Arbinet Corporation a Delaware corporation with its headquarters located in Herndon, Virginia (the “Employer”), and Christie Hill (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:
THE PARTIESMaster Rental Agreement • August 25th, 2004 • Arbinet Thexchange Inc • Services-business services, nec • London
STOCKHOLDER SUPPORT AND VOTING AGREEMENT BETWEEN ARBINET CORPORATION, AND SINGER CHILDREN’S MANAGEMENT TRUST DATED AS OF NOVEMBER 10, 2010Stockholder Support and Voting Agreement • November 12th, 2010 • ARBINET Corp • Services-business services, nec • Delaware
THIS STOCKHOLDER SUPPORT AND VOTING AGREEMENT, dated as of November 10, 2010 (this “Agreement”), between Arbinet Corporation, a Delaware corporation (the “Company”) and Singer Children’s Management Trust (the “Stockholder”), solely in its capacity as a stockholder of Primus Telecommunications Group, Incorporated, a Delaware corporation (“Parent”).
LEASE TERMINATION AGREEMENTLease Termination Agreement • March 14th, 2006 • Arbinet Thexchange Inc • Services-business services, nec • New York
AGREEMENT, as of this 28th day of December, 2005 between BROAD FINANCIAL CENTER LLC, a New York limited liability company, having an office at 565 Fifth Avenue, 30th Floor, New York, New York 10017 (hereinafter called “Landlord”) and ARBINET COMMUNICATIONS, INC., a Delaware corporation, qualified to transact business in the State of New York, having an office at 75 Broad Street, 20th Floor, New York, New York 10004 (hereinafter called “Tenant”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 15th, 2010 • ARBINET Corp • Services-business services, nec • Delaware
This Amendment No. 1 (this “Amendment”) dated as of December 14, 2010 to the Agreement and Plan of Merger dated November 10, 2010 (the “Merger Agreement” or the “Agreement”) by and among Primus Telecommunications Group, Incorporated, a Delaware corporation (“Parent”), PTG Investments, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Arbinet Corporation, a Delaware corporation (the “Company”).
Arbinet-thexchange, Inc. Non-Qualified Stock Option Agreement Granted Under 2004 Stock Incentive PlanNon-Qualified Stock Option Agreement • September 4th, 2008 • Arbinet Thexchange Inc • Services-business services, nec
Amendment No. 5 To the Master Procurement Agreement Between Arbinet-thexchange, Inc. And TekelecMaster Procurement Agreement • March 14th, 2006 • Arbinet Thexchange Inc • Services-business services, nec
Made as of this 3lst day of March 2005, between Arbinet-thexchange, Inc., a Delaware corporation having an office at 120 Albany St. Tower II, 4th Floor, New Brunswick, NJ 08901 (“Customer”) and Tekelec, a California corporation, on behalf of itself and its majority owned subsidiary, Santera Systems Inc. having an office at 3605 East Plano Parkway, Plano, Texas 75074 (“Tekelec”).
PATENT ACQUISITION AGREEMENTPatent Acquisition Agreement • July 25th, 2005 • Arbinet Thexchange Inc • Services-business services, nec • Delaware
This Patent Acquisition Agreement (“Agreement”) is entered into effective as of this 31 day of May, 2005 (“Effective Date”), by and among Summit Telecom Systems, Inc., a New Jersey corporation having a principal place of business at 158 Chateau Thierry Avenue, Madison, New Jersey 07940 (“Assignor”), and Arbinet-thexchange, Inc., a Delaware corporation, having a principal place of business at 120 Albany Street, Tower II, Suite 450, New Brunswick, NJ 08901 (“Assignee”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 12th, 2010 • ARBINET Corp • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER, executed this 10th day of November, 2010 (this “Agreement”), is by and among Primus Telecommunications Group, Incorporated, a Delaware corporation (“Parent”), PTG Investments, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Arbinet Corporation, a Delaware corporation (the “Company”).
EXHIBIT 10.6 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED BY [*]. GMAC COMMERCIAL...Interfactor and Subordination Agreement • September 24th, 2004 • Arbinet Thexchange Inc • Services-business services, nec • New York
WITNESSETH:Settlement and Release Agreement • July 9th, 2004 • Arbinet Thexchange Inc • New Jersey
Stock Ownership AgreementStock Ownership Agreement • June 10th, 2008 • Arbinet Thexchange Inc • Services-business services, nec • Delaware
This STOCK OWNERSHIP AGREEMENT, dated as of May 30, 2008 (the “Agreement”), is by and between Arbinet-thexchange, Inc., a Delaware corporation (“Arbinet”), and the Singer Children’s Management Trust (the “Trust”), Gary Singer (“GS”) and Karen Singer (“KS” and together with the Trust and GS, the “Singer Entities”).
LICENSE AGREEMENTLicense Agreement • February 17th, 2011 • ARBINET Corp • Services-business services, nec • Delaware
This License Agreement (this “Agreement”), effective as of the Closing Date, is made and entered into by and between AIP Acquisition LLC, a limited liability company organized under the laws of Delaware (“Licensor”), and Arbinet Corporation, a Delaware corporation (“Licensee”). Licensor and Licensee are at times collectively referred to herein as “Parties” and individually as a “Party.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 17th, 2011 • ARBINET Corp • Services-business services, nec • Delaware
This ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of February 11, 2011 by and between Arbinet Corporation, a Delaware corporation ("Seller"), and AIP Acquisition LLC, a limited liability company organized under the laws of Delaware ("Buyer"). Seller and Buyer are at times collectively referred to herein as “Parties” and individually as a “Party.”
RESTRICTED STOCK AWARD AGREEMENT UNDER THE ARBINET-THEXCHANGE, INC.Restricted Stock Award Agreement • February 26th, 2008 • Arbinet Thexchange Inc • Services-business services, nec • New Jersey
Pursuant to the Arbinet-thexchange, Inc. 2004 Stock Incentive Plan as amended through the date hereof (the “Plan”), Arbinet-thexchange, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Participant named above. Upon acceptance of this Award, the Participant shall receive the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan (the “Restricted Stock”).
SEPARATION AND TRANSITION SERVICES AGREEMENTSeparation and Transition Services Agreement • September 4th, 2008 • Arbinet Thexchange Inc • Services-business services, nec • New Jersey
This Separation and Transition Services Agreement is made by and between Arbinet-thexchange, Inc., a Delaware corporation with its headquarters located in New Brunswick, New Jersey (the “Company”), and William M. Freeman (the “Executive”), effective as of the Effective Date (as that term is defined in Section 8, below). This agreement summarizes the severance, transition and other arrangements between the Executive and the Company (the “Separation Agreement”). In consideration of the mutual covenants contained in this Separation Agreement, the Company and the Executive agree as follows:
FOURTH AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING AGREEMENTAccounts Receivable Financing Agreement • August 9th, 2006 • Arbinet Thexchange Inc • Services-business services, nec
This Fourth Amendment to Accounts Receivable Financing Agreement (this “Fourth Amendment”) is entered into as of June 7, 2006, and effective as of May 26, 2006, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and ARBINET-THEXCHANGE, INC., a Delaware corporation with its principal place of business at 120 Albany Street, Suite 450, New Brunswick, New Jersey 08901 (“Borrower”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2011 • ARBINET Corp • Services-business services, nec
This Second Amendment to Employment Agreement (this “Amendment”) is made and entered into this 30th day of December, 2010, by and between Gary G. Brandt (“Brandt”) and Arbinet Corporation (the “Employer”).
AMENDED AND RESTATED GMAC COMMERCIAL FINANCE LLC FACTORING AGREEMENTFactoring Agreement • November 14th, 2005 • Arbinet Thexchange Inc • Services-business services, nec • New York
GMAC Commercial Finance LLC (“Factor”) and Arbinet-thexchange, Inc. (“Client”) agree, as of February 10, 2003, that Factor shall, effective as of the Effective Date, act as Client’s primary factor upon the following terms and conditions:
SEPARATION AND TRANSITION SERVICES AGREEMENTSeparation and Transition Services Agreement • September 1st, 2009 • ARBINET Corp • Services-business services, nec • New York
THIS SEPARATION AND TRANSITION SERVICES AGREEMENT (the “Agreement”) is made and entered into by and between John B. Wynne, Jr. (“Wynne”) and Arbinet Corporation (“Arbinet”) (collectively, the “Parties”).
Arbinet thexchange, Inc. Incentive Stock Option Agreement Granted Under 2004 Stock Incentive PlanIncentive Stock Option Agreement • December 16th, 2004 • Arbinet Thexchange Inc • Services-business services, nec
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • August 25th, 2004 • Arbinet Thexchange Inc • Services-business services, nec • New Jersey
This Settlement and Release Agreement (the “Agreement”) is made as of this 30th day of July, 2004, by and between Anthony Craig (“Craig”) and Arbinet-thexchange, Inc., a Delaware corporation (the “Company”).
On Arbinet Letterhead]Offer Letter • April 29th, 2008 • Arbinet Thexchange Inc • Services-business services, nec
In connection with the Offer Letter dated October 16, 2006 (the “Letter”) by and between Arbinet-thexchange, Inc., a Delaware corporation (the “Company”), and you, you and the Company desire to amend certain provisions of the Letter as follows:
RESTRICTED STOCK AWARD AGREEMENT UNDER THE ARBINET-THEXCHANGE, INC.Restricted Stock Award Agreement • February 26th, 2008 • Arbinet Thexchange Inc • Services-business services, nec • New Jersey
Pursuant to the Arbinet-thexchange, Inc. 2004 Stock Incentive Plan as amended through the date hereof (the “Plan”), Arbinet-thexchange, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Participant named above. No shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company shall be issued unless the provisions of Section 2 are satisfied.
Date: 02 September 2004Asset Purchase Agreement • September 24th, 2004 • Arbinet Thexchange Inc • Services-business services, nec
With a view to the Purchaser acquiring the Business (as defined herein) and carrying it on in succession to the Vendor, the Vendor has agreed to sell (or procure the sale of) the Business Assets (as defined herein) to the Purchaser and the Purchaser has agreed that it will acquire the Business Assets subject to the terms and conditions of this Agreement.
STOCK APPRECIATION RIGHTS AGREEMENT UNDER THE ARBINET-THEXCHANGE, INC.Stock Appreciation Rights Agreement • February 26th, 2008 • Arbinet Thexchange Inc • Services-business services, nec • New Jersey
Pursuant to the Arbinet-thexchange, Inc. 2004 Stock Incentive Plan as amended through the date hereof (the “Plan”), Arbinet-thexchange, Inc. (the “Company”) hereby grants to the Participant named above an award (the “Award”) equal to the number of Stock Appreciation Rights (“SARs”) specified above. This Award shall give the Participant the right to exercise on or prior to the Expiration Date specified above all or part of the number of SARs specified above at the Exercise Price per Share specified above, and to receive a payment in accordance with Section 2 of this Agreement, subject to the terms and conditions set forth herein and in the Plan. Each of the SARs granted herein relates to one share of the Common Stock, par value $0.001 per share (the “Stock”), of the Company.
First Amendment to the Separation and Transition Services AgreementSeparation and Transition Services Agreement • June 18th, 2009 • ARBINET Corp • Services-business services, nec
This First Amendment (the “Amendment”), is made as of this 16th day of June, 2009, to the Separation and Transition Services Agreement by and between Arbinet-thexchange, Inc. a Delaware corporation with its headquarters located in New Brunswick, New Jersey (the “Employer”), and William M. Freeman (the “Executive”) made as of September 3, 2008 (the “Agreement”). In consideration of the mutual covenants contained in this Amendment, the Employer and the Executive desire to amend certain provisions of the Agreement as follows:
