—] Shares NEUTRAL TANDEM, INC. (COMMON STOCK, PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2008 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Neutral Tandem, Inc., a Delaware corporation (the “Company”), and the selling stockholders to be named therein, providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of shares (the “Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”).
4,500,000 Shares NEUTRAL TANDEM, INC. (COMMON STOCK, PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2008 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • New York
Certain shareholders of Neutral Tandem, Inc., a Delaware corporation (the “Company”) named in Schedule I hereto (the “Selling Shareholders”), severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), an aggregate of 4,500,000 shares of the common stock, par value $0.001 per share, of the Company (the “Firm Shares”), with each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
AGREEMENT AND PLAN OF MERGER, by and among ONVOY, LLC, ONVOY IGLOO MERGER SUB, INC. and INTELIQUENT, INC. Dated as of November 2, 2016Agreement and Plan of Merger • November 2nd, 2016 • Inteliquent, Inc. • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2016 (this “Agreement”), by and among Onvoy, LLC, a Minnesota limited liability company (“Parent”), Onvoy Igloo Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and Inteliquent, Inc., a Delaware corporation (the “Company”).
LOAN AND SECURITY AGREEMENT Dated as of May 28, 2004 between NEUTRAL TANDEM, INC., a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING IV, INC., a Maryland corporation, as “Lender”Loan and Security Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • California
The Borrower and Lender identified on the cover page of this document have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
CREDIT AGREEMENT DATED AS OF MARCH 5, 2013, AMONG NEUTRAL TANDEM, INC. (d/b/a INTELIQUENT), as Borrower THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND BANK OF MONTREAL, as Administrative Agent BMO...Credit Agreement • March 7th, 2013 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • New York
This Credit Agreement is entered into as of March 5, 2013 by and among NEUTRAL TANDEM, INC. (d/b/a INTELIQUENT), a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower (other than Excluded Subsidiaries) from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein.
NEUTRAL TANDEM, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 21st, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This Agreement is made as of Nov. 8, 2004 (the “Effective Date”), by and between Neutral Tandem, Inc., a Delaware corporation (the “Company”), and Robert M. Junkroski (the “Stockholder”).
INTELIQUENT, INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 11th, 2016 • Inteliquent, Inc. • Telephone communications (no radiotelephone) • Illinois
This Employment Agreement (this “Agreement”) is entered into as of January 11, 2016, by and between Michelle Owczarzak, an individual resident of McMurray, PA (the “Executive”), and Inteliquent, Inc. a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of between Neutral Tandem, Inc., a Delaware corporation (“the Company”), and (“Indemnitee”).
NEUTRAL TANDEM, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2015 • Inteliquent, Inc. • Telephone communications (no radiotelephone) • Delaware
This Employment Agreement (this “Agreement”) is entered into as of November 3, 2006, by and between Brett Scorza, an individual resident of Plainfield, Illinois (the “Executive”), and Neutral Tandem, Inc., a Delaware corporation (the “Company”).
NEUTRAL TANDEM, INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This Amendment No. 1 to Amended and Restated Restricted Stock Agreement (the “Amendment”) is made as of June 10, 2005 (the “Effective Date”), by and between Neutral Tandem, Inc., a Delaware corporation (the “Company”), and Robert M. Junkroski (the “Stockholder”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 24th, 2008 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
This Second Amendment to Employment Agreement (“Amendment”) is made by and between Neutral Tandem, Inc. (the “Company”) and Rian J. Wren (the “Executive”). This Amendment is made as of November 21, 2008.
NEUTRAL TANDEM, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 21st, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 26, 2003, is entered into by and among Neutral Tandem, Inc., a Delaware corporation (the “Company”), and the parties whose names are listed on Exhibit A hereto (the “Investors”). Certain capitalized terms used herein are defined in Section 10 of this Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Illinois
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of the 1st day of June, 2005 by and between Switch and Data IL Five LLC f/k/a LayerOne Chicago, LLC, a Texas limited liability company (“Assignor”) and Neutral Tandem, Inc., a Delaware corporation (“Assignee”).
Neutral Tandem, Inc. d/b/a Inteliquent Chicago, IL 60606 May 17, 2013Neutral Tandem Inc • May 20th, 2013 • Telephone communications (no radiotelephone) • New York
This letter constitutes the agreement (the “Agreement”) between Clinton Group, Inc., a Delaware corporation, on behalf of itself and its respective affiliated funds, persons and entities, both current and future (“Clinton”), and Neutral Tandem, Inc. d/b/a Inteliquent, a Delaware corporation (the “Company”).
Article Page 1. USE, RESTRICTIONS ON USE AND COMPLIANCE WITH LAWS 3 2. TERM 5 3. RENT 7 4. RENT ADJUSTMENTS 7 5. SECURITY DEPOSIT 12 6. ALTERATIONS 12 7. REPAIR 13 8. LIENS 14 9. ASSIGNMENT AND SUBLETTING 15 10. INDEMNIFICATION 15 11. INSURANCE 16 12....Neutral Tandem Inc • February 26th, 2007 • Telephone communications (no radiotelephone)
NEUTRAL TANDEM, INC. JOINDER AGREEMENTJoinder Agreement • March 13th, 2008 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This JOINDER AGREEMENT (the “Joinder Agreement”), dated as of March 13, 2008, is entered into by and between Neutral Tandem, Inc., a Delaware corporation (the “Company”), and Rian J. Wren (the “Stockholder”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • November 2nd, 2012 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Illinois
This Separation Agreement and General Release (this “Agreement”) is made and entered into by and between Surendra Saboo (the “Executive”) and Neutral Tandem, Inc. d/b/a/ Inteliquent (the “Employer”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2015 • Inteliquent, Inc. • Telephone communications (no radiotelephone)
This Amendment to Employment Agreement (“Amendment”) is made by and between Neutral Tandem, Inc. (the “Company”) and Brett Scorza (the “Executive”). This Amendment is made as of November 21, 2008.
TSR PERFORMANCE STOCK UNIT GRANT AGREEMENTTSR Performance Stock Unit Grant Agreement • June 24th, 2015 • Inteliquent, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS TSR PERFORMANCE STOCK UNIT GRANT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Inteliquent, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Neutral Tandem, Inc. (n/k/a Inteliquent, Inc.) Amended and Restated 2007 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee.
ADDENDUM TO STANDARD PURCHASE AND LICENSE TERMSStandard Purchase and License Terms • October 16th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
Addendum, effective as of August 27, 2007, between Neutral Tandem, Inc. (“NT”) and Sonus Networks, Inc. (“Sonus”), to the Standard Purchase and License Terms, dated January 10, 2005 (the “Agreement”). This Addendum supersedes the Addendum to Standard Purchase and License Terms, dated August 17, 2006, in its entirety, and such Addendum is hereby terminated.
INTERCONNECTION AGREEMENTInterconnection Agreement • August 13th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
This Interconnection Agreement (“Agreement”) is entered into by and between Sprint Spectrum, L.P., d/b/a Sprint PCS, with offices located at 6200 Sprint Parkway, Overland Park, Kansas (“Sprint”) and Neutral Tandem, Inc., with offices located at 2 North LaSalle Street, Suite 1615, Chicago, IL 60602 (“Neutral Tandem”).
RESTRICTED STOCK GRANT AGREEMENT June 22, 2015Restricted Stock Grant Agreement • June 24th, 2015 • Inteliquent, Inc. • Telephone communications (no radiotelephone) • Delaware
Inteliquent, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s Amended and Restated 2007 Equity Incentive Plan (the “Plan”), the Company’s Board of Directors has approved the issuance of shares of the Company’s Common Stock, par value $0.001 per share, to you as set forth below (the “Restricted Shares”), subject to the terms and conditions set forth herein. Upon payment to the Company by you of the aggregate par value thereof, which payment shall be made promptly after the date hereof, the Restricted Shares shall be fully paid and nonassessable. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Plan.
ADDENDUM NO. 2 TO STANDARD PURCHASE AND LICENSE TERMSPurchase and License Terms • September 21st, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
Addendum No. 2 dated as of August 17, 2006, between Neutral Tandem, Inc. (“Customer”) and Sonus Networks, Inc. (“Sonus”), to the Standard Purchase and License Terms, dated January 10, 2005, as amended (the “Agreement”).
NEUTRAL TANDEM, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This Agreement is made as of October __, 2006, by and between Neutral Tandem, Inc., a Delaware corporation (the “Company”), and Dixon Doll (the “Stockholder”).
NEUTRAL TANDEM, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of February 2, 2006, by and among Neutral Tandem, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule 1 hereto (the “Investors”), and the stockholders of the Company listed on Schedule 2 hereto (the “Common Holders”, and, collectively with the Investors, the “Stockholders”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 31st, 2009 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
This Third Amendment to Employment Agreement (“Amendment”) is made by and between Neutral Tandem, Inc. (the “Company”) and Rian J. Wren (the “Executive”). This Amendment is made as of December 28, 2009.
THIRD AMENDMENT TO THE SPRINT INTERCONNECTION AGREEMENTSprint Interconnection Agreement • May 7th, 2010 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
This Third Amendment to Interconnection Agreement (“Third Amendment”) is entered by and between Sprint Spectrum L.P., acting in its authority as agent on behalf of and for the benefit of APC PCS, LLC, PhillieCo, L.P., SprintCom, Inc., Sprint PCS License, LLC and WirelessCo, L.P., (collectively “Sprint PCS”), Nextel Operations, Inc, acting in its authority as agent for the benefit of Nextel of California, Inc., Nextel Communications of the MidAtlantic, Inc., Nextel of New York, Inc., Nextel South Corp., Nextel of Texas, Inc., and Nextel West Corp., (collectively “Nextel”), NPCR, Inc. (“Nextel Partners”), iPCS, Inc. (comprised of iPCS Wireless, Inc,, Horizon Personal Communications, Inc. and Bright Personal Communications Services, LLC, and collectively referred to herein as “IPCS”), Sprint Communications Company L.P. (“SCCLP”) (Sprint PCS, Nextel, Nextel Partners, IPCS and SCCLP, are collectively referred to herein as “Sprint”) and Neutral Tandem, Inc. (“Neutral Tandem”). Sprint and Neu
Master Service Agreement ConfidentialService Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • New York
This MASTER SERVICE AGREEMENT (the “Agreement”) is entered into on , 2007, by and between Neutral Tandem, Inc. (together with its affiliates providing Services, “Carrier”), a Delaware corporation with its principal place of business located at 1 South Wacker Drive Suite 200, Chicago, IL 60606 and , a with its principal place of business located at (together with its affiliates, “Customer”). For purposes of this Agreement, Carrier and Customer are referred to individually as a “Party” and collectively as the “Parties”. Customer is responsible for the usage of its affiliates.
Retention BonusInteliquent, Inc. • January 23rd, 2017 • Telephone communications (no radiotelephone)
NEUTRAL TANDEM, INC. November 26, 2003Neutral Tandem Inc • February 26th, 2007 • Telephone communications (no radiotelephone)
This letter will confirm our agreement that pursuant to and effective as of your purchase of shares of Series A Preferred Stock of Neutral Tandem, Inc. (the “Company”), each of DCM III, L.P., DCM III-A, L.P. and DCM Affiliates Fund III, L.P. (each, an “Investor”) shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights and other rights specifically provided to all investors in the current financing:
NEUTRAL TANDEM, INC.Neutral Tandem Inc • February 26th, 2007 • Telephone communications (no radiotelephone)
This letter will confirm our agreement that effective upon the purchase by you (collectively, the “Wasatch Entities”) of 318,325 shares of Series C Convertible Preferred Stock of Neutral Tandem, Inc. (the “Company”), and for so long as the Wasatch Entities (or entities affiliated with the Wasatch Entities) continue to own 50% of such shares, you will be entitled to the following board observation rights, in addition to rights to certain non-public financial information, inspection rights and other rights that you may be entitled to pursuant to the Stock Purchase Agreement and Second Amended and Restated Stockholders’ Agreement among the Company and the investor parties thereto, each dated as of the date hereof:
NEUTRAL TANDEM, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This Agreement is made as of June 30, 2004, by and between Neutral Tandem, Inc., a Delaware corporation (the “Company”), and Bob Hawk (the “Stockholder”).
TSR PERFORMANCE STOCK UNIT GRANT AGREEMENTTSR Performance Stock Unit Grant Agreement • February 24th, 2016 • Inteliquent, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS TSR PERFORMANCE STOCK UNIT GRANT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Inteliquent, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Neutral Tandem, Inc. (n/k/a Inteliquent, Inc.) Amended and Restated 2007 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee.
STANDARD FORM OF OFFICE LEASEOffice Lease • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • New York
AGREEMENT OF LEASE, made as of this 10th day of May 2004 between 75 BROAD, LLC, a New York limited liability company, having an office at 75 Broad Street, New York, New York 10004, party of the first part, hereinafter referred to as LANDLORD, and NEUTRAL TANDEM, INC., a corporation, having an office at 2 N. LaSalle Street, Suite 1615, Chicago, IL 60602, party of the second part, hereinafter referred to as TENANT.
NEUTRAL TANDEM, INC. FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This First Amendment to Stock Purchase Agreement, dated as of November 19, 2004 (the “Amendment”), is entered into by and among Neutral Tandem, Inc., a Delaware corporation (the “Company”) and the other parties signatory hereto.
