Anterix Inc. Shares of Common Stock (par value $0.0001 per share) Amended and Restated Sales AgreementSales Agreement • April 3rd, 2020 • Anterix Inc. • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of June 3, 2014 between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 9,500,000 shares of Common Stock (plus an additional 1,425,000 shares of Common Stock to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution and delivery of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • Delaware
This Indemnification Agreement, dated , 2014, is made between Pacific DataVision, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
PACIFIC DATAVISION, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2015 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • New York
Pacific DataVision, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom FBR Capital Markets & Co. is acting as representative (the “Representative”), with respect to (i) the sale by the Company of 1,500,000 shares (the “Initial Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock set forth opposite the names of the Underwriters in Schedule I hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of 225,000 additional shares of Common Stock to cover over-allotments (the “Option Shares”), if any, from the Company to the Underwriters, acting severally and not jointly, in the respective numbers of shares of Common Stock set forth opposite the names of the Underwrite
INDENTURE between PDVWIRELESS, INC. as Issuer and [TRUSTEE] as Trustee Dated as of , 20 Providing for the Issuance of Debt Securities in SeriesIndenture • November 3rd, 2016 • pdvWireless, Inc. • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of , 20 , between PDVWIRELESS, INC., a Delaware corporation, as Issuer (the “Company”), having its principal office at 3 Garret Mountain Plaza, Suite 401, Woodland Park, New Jersey 07424, and [TRUSTEE], a New York banking corporation, as Trustee (the “Trustee”).
AMENDMENT TO EMPLOYMENT AGREEMENT AS OF JUNE 1, 2012Employment Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone)
WHEREAS, Frank Creede (“Employee”) and Pacific DataVision, Inc. (the “Company”) executed an Employment Agreement (the “Agreement”) dated July 1, 2004;
To our shareholders:License Purchase Agreement • February 16th, 2021 • Anterix Inc. • Telephone communications (no radiotelephone)
On February 13, 2021, Anterix entered into a license purchase agreement to provide San Diego Gas & Electric (“SDG&E”), a subsidiary of Sempra Energy (the “SDG&E Agreement”), with 900 MHz broadband licenses in its service territory. Under the SDG&E Agreement, Anterix has committed to clear incumbents from the 900 MHz broadband allocation in the SDG&E service territory, secure broadband licenses from the FCC, and assign those broadband licenses to SDG&E. The SDG&E Agreement will support SDG&E’s deployment of a private LTE network for its California service territory in San Diego County, Imperial County, and portions of Orange County covering approximately 3.6 million people. As part of the SDG&E Agreement, Anterix and SDG&E intend to collaborate on accelerating utility industry momentum for private networks.
TRUST AGREEMENTTrust Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • Delaware
This Trust Agreement (this “Agreement”) is made as of June 10, 2014 by and among Pacific DataVision, Inc. (the “Company”), each investor (collectively, the “Investors”) in the Private Placement (as hereinafter defined), T. Clark Akers, an independent director on the Company’s board of directors (the “Investor Rep”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • New York
This Employment Agreement (“Agreement”) is made as of August 9, 2004 between PACIFIC DATAVISION, a California corporation (the “Company”) and JOHN C. PESCATORE (“Employee”).
ESCROW AGREEMENTEscrow Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • Delaware
This Escrow Agreement dated this 10th day of June, 2014 (this “Escrow Agreement”), is entered into by and among PACIFIC DATAVISION, INC., a Delaware corporation (the “Company”), and FBR CAPITAL MARKETS & CO., a Delaware corporation (“FBR”, and together with the Company, the “Parties,” and individually, a “Party”), and WILMINGTON TRUST, National Association, as escrow agent (“Escrow Agent”).
Subsequent Release - 1 GDSVF&H\10593288.6 EXHIBIT A SUBSEQUENT RELEASE This agreement (the “Subsequent Release”), which is Exhibit A to the Transition and Separation Agreement (the “Separation Agreement”) entered into between Robert H. Schwartz...Subsequent Release • November 13th, 2024 • Anterix Inc. • Telephone communications (no radiotelephone)
AMENDMENT TO CUSTOMER ACQUISITION AND RESALE AGREEMENTCustomer Acquisition and Resale Agreement • May 20th, 2019 • pdvWireless, Inc. • Telephone communications (no radiotelephone)
This Amendment (“Amendment”) to the Customer Acquisition and Resale Agreement, dated as of January 2, 2019, between pdvWireless, Inc. (“Operator”), and ABEEP, LLC (“Reseller”) (the “Agreement”), is made effective as of March 31, 2019 (“Amendment Effective Date”). The parties wish to amend the Agreement in accordance with the terms and conditions thereof, and agree that the Agreement is hereby amended as set forth below.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into on this 15th day of September, 2014 by and between Sprint Spectrum, L.P., a wholly owned indirect subsidiary of Sprint Corporation (“Sprint”) and Pacific DataVision, Inc., a Delaware corporation (“PDV”). Sprint and PDV may be referred to herein individually as a “Party” and collectively as the “Parties”.
GDSVF&H\10593288.6 Transition and Separation Agreement The following agreement (“Agreement”) between Robert H. Schwartz (“you,” or “your,”) and Anterix Inc. (the “Company” and, together with you, the “Parties”) confirms your separation from employment...Transition and Separation Agreement • November 13th, 2024 • Anterix Inc. • Telephone communications (no radiotelephone)
June 26, 2024Spectrum License Sale Agreement • June 26th, 2024 • Anterix Inc. • Telephone communications (no radiotelephone)
Anterix entered into a Spectrum License Sale agreement to provide Oncor Electric Delivery Company LLC (“Oncor”) with 900 MHz broadband licenses for its service territory in Texas (the “Oncor Agreement”) for total payments of $102.5 million. The Oncor Agreement will support Oncor’s deployment of a private LTE network designed to provide a host of capabilities, including grid awareness, overall communications, and operational intelligence that are expected to enhance resilience and spur innovation. Oncor’s pursuit of a private LTE network highlights the benefits of this technology throughout the entire utility space.
AMENDMENT 2 TO IP ASSIGNMENTIp Assignment • August 6th, 2020 • Anterix Inc. • Telephone communications (no radiotelephone)
This Amendment 2 (“Amendment 2”) to the IP Assignment, Software Support, and Development Services Agreement dated as of January 7, 2019, as amended (“IP Assignment”) is made this 6th day of August, 2020 between Anterix Inc. (formerly known as pdvWireless, Inc.) (“Assignor”), and TeamConnect, LLC (“Assignee”) and is made effective as of April 1, 2020 (the “Amendment 2 Effective Date”). The parties wish to amend the IP Assignment in accordance with the terms and conditions thereof and agree that the IP Assignment is hereby amended as set forth below. Unless defined in this Amendment, 2 defined terms shall have the meaning set forth in the IP Assignment.
CONTINUED SERVICE, CONSULTING AND TRANSITION AGREEMENTContinued Service, Consulting and Transition Agreement • April 23rd, 2018 • pdvWireless, Inc. • Telephone communications (no radiotelephone) • New Jersey
This Continued Service, Consulting and Transition Agreement (this “Agreement”) is made and entered into as of April 23, 2018 (the “Agreement Date”), by and between pdvWireless, Inc., a Delaware corporation, with its principal place of business at 3 Garret Mountain Plaza, Suite 401, Woodland Park, New Jersey 07424 (the “Company”), and John Pescatore, an individual with his principal address at *** (“Pescatore”) (each herein referred to individually as a “Party,” and collectively as the “Parties”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 7th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of October, 2010, by and among Pacific DataVision, a California corporation (the “Company”), the investors listed on Schedule A hereto (the “Investors,” each of which is herein referred to as an “Investor”) and the persons listed on Schedule B hereto, each of whom is herein referred to as a “Prior Holder”).
AMENDMENT TO MEMORANDUM OF UNDERSTANDING AND IP ASSIGNMENTMemorandum of Understanding and Ip Assignment • May 20th, 2019 • pdvWireless, Inc. • Telephone communications (no radiotelephone)
This Amendment (“Amendment”) to the Memorandum of Understanding, dated as of December 31, 2018, between pdvWireless, Inc. (“pdvWireless”), and TeamConnect, LLC (“TeamConnect”) (the “MoU”) and IP Assignment, Software Support, and Development Services Agreement between pdvWireless and TeamConnect dated as of January 7, 2019 (“IP Assignment”), is made effective as of March 31, 2019 (the “Amendment Effective Date”). The parties wish to amend the MoU and IP Assignment in accordance with the terms and conditions thereof and agree that the MoU and IP Assignment are hereby amended as set forth below. Unless defined in this Amendment, defined terms shall have the meaning set forth in the MoU and IP Assignment.
ASSET PURCHASE AGREEMENT (FCC LICENSES AND EQUIPMENT)Asset Purchase Agreement • November 26th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of this 13th day of May, 2014 (the “Effective Date”), by and among FCI 900, Inc., ACI 900, Inc., Machine License Holding, LLC, Nextel WIP License Corp., and Nextel License Holdings 1, Inc., each a wholly-owned indirect subsidiary of Sprint Corporation, a Delaware corporation (collectively “Sellers”) and Pacific DataVision, Inc. (“Buyer”), Sellers and Buyer may be referred to herein individually as a “Party” and collectively as the “Parties”.
ContractSecurities Agreement • August 7th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
PACIFIC DATAVISION AMENDMENT TO 2013 NOTE May 30, 2014Amendment to 2013 Note • August 7th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone)
This Amendment to 2013 Note, effective as of the date set forth above, is entered into by and between Pacific DataVision (the “Company”) and each of the holders (each a “Holder”) of the 2013 Notes (defined below).
LICENSE AGREEMENTLicense Agreement • November 26th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • Kansas
This License Agreement (“Agreement”), dated and effective September 15, 2014 (“Effective Date”) is between SPRINT/UNITED MANAGEMENT COMPANY, (“Sprint”), a Kansas corporation, and Pacific DataVision Inc. (“Licensee”), a Delaware corporation.
CUSTOMER ACQUISITION AND RESALE AgreementCustomer Acquisition and Resale Agreement • February 8th, 2019 • pdvWireless, Inc. • Telephone communications (no radiotelephone) • New Jersey
THIS CUSTOMER ACQUISITION AND RESALE AGREEMENT (“Agreement”) is entered into effective January 2nd, 2019 (“Effective Date”) by pdvWireless, Inc. (“Operator”), a Delaware corporation having its principal place of business at 3 Garret Mountain Plaza, Suite 401, Woodland Park, NJ 07424 and ABEEP, LLC (“Reseller”), an Illinois limited liability company, having its principal place of business at 452 N. Chicago St., Joliet, IL 60432.
TO OUR SHAREHOLDERS:Spectrum Usage Agreement • October 31st, 2022 • Anterix Inc. • Telephone communications (no radiotelephone)
Xcel Energy (“Xcel”) and Anterix signed a definitive agreement for the long-term usage of 900 MHz broadband spectrum for a prepayment of $80 million. The agreement, which covers a majority of Xcel’s service territories in 8 states including Colorado, Michigan, Minnesota, New Mexico, North Dakota, South Dakota, Texas and Wisconsin, will enable Xcel to deploy a private LTE network providing critical broadband communications capabilities in support of its grid modernization and resiliency initiatives.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • February 8th, 2019 • pdvWireless, Inc. • Telephone communications (no radiotelephone) • New Jersey
This MEMORANDUM OF UNDERSTANDING (“MoU”) is established as of December 31st, 2018 (“MoU Effective Date”) between pdvWireless, Inc. (“pdvWireless”), a Delaware corporation having its principal place of business at 3 Garrett Mountain Plaza, Suite 401, Woodland Park, NJ 07424 and TeamConnect, LLC (“TeamConnect”), a Delaware limited liability company, having its principal place of business at 58 N. Harrison Ave., Congers, New York 10920.
April 24, 2023License Purchase Agreement • April 24th, 2023 • Anterix Inc. • Telephone communications (no radiotelephone)
Anterix entered into a license purchase agreement to provide the Lower Colorado River Authority (“LCRA”) with 900 MHz broadband licenses for its 73,000 square mile service territory in central Texas (the “LCRA Agreement”) for total payments of $30 million plus the contribution of select LCRA 900 MHz narrowband spectrum. The Agreement will support LCRA’s deployment of a private LTE network which will provide a host of capabilities including grid awareness, communications and operational intelligence that will enhance resilience and spur innovation at LCRA. LCRA’s pursuit of a private LTE network highlights the benefits of this technology throughout the entire utility space.
AMENDMENT TO CUSTOMER ACQUISITION AND RESALE AGREEMENTCustomer Acquisition and Resale Agreement • May 20th, 2019 • pdvWireless, Inc. • Telephone communications (no radiotelephone)
This Amendment (“Amendment”) to the Customer Acquisition and Resale Agreement, dated as of January 2, 2019, between pdvWireless, Inc. (“Operator”), and Goosetown Enterprises, Inc. (“Reseller”) (the “Agreement”), is made effective as of March 31, 2019 (“Amendment Effective Date”). The parties wish to amend the Agreement in accordance with the terms and conditions thereof and agree that the Agreement is hereby amended as set forth below.
NOTE AND WARRANT PURCHASE AGREEMENT PACIFIC DATAVISIONNote and Warrant Purchase Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • California
This Note and Warrant Purchase Agreement (this “Agreement”) is entered into as of January 1, 2013 (the “Effective Date”), by and among Pacific DataVision, a California corporation (the “Company”), and the investors (collectively the “Investors” and each individually, an “Investor”) set forth in the Schedule of Investors, attached hereto as Exhibit A (“Schedule of Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 15, 2014, by and between Pacific DataVision, Inc., a Delaware corporation (the “Company”), and Machine License Holding, LLC, a Delaware limited liability company (the “New Holder”). Capitalized terms used in this Agreement but not otherwise defined herein will have the meanings ascribed to such terms in the Registration Rights Agreement (as defined below).
TRANSITION AGREEMENTTransition Agreement • May 28th, 2020 • Anterix Inc. • Telephone communications (no radiotelephone) • District of Columbia
THIS TRANSITION AGREEMENT ("Agreement"), dated the 28th day of January, 2020 ("Effective Date"), is by and between Association of American Railroads, a District of Columbia Corporation ("AAR"), and PDV Spectrum Holding Company, LLC ("PDV"), a wholly owned subsidiary of Anterix, Inc., a Delaware corporation. AAR and PDV are sometimes referred to herein as the "Parties" or individually as a "Party."
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 20th, 2019 • pdvWireless, Inc. • Telephone communications (no radiotelephone) • Delaware
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
November 27, 2023Spectrum Usage Agreement • November 27th, 2023 • Anterix Inc. • Telephone communications (no radiotelephone)
Tampa Electric Company (“TECO”) and Anterix signed a definitive agreement for the long-term usage of 900 MHz spectrum. The agreement, which covers an approximately 2,000-square-mile service territory in West Central Florida (the “TECO Agreement”), will enable TECO to deploy a private LTE network providing critical broadband communications capabilities in support of its initiatives.
AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • California
This Amendment (the “Amendment”) to Investor Rights Agreement (the “Agreement”), dated as of May 30, 2014 (“Effective Date”) by and among Pacific DataVision (the “Company”) and the Holders representing at least a majority of the Registrable Securities outstanding, (as defined in the Agreement). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Agreement.
CONSULTING AGREEMENTConsulting Agreement • April 23rd, 2018 • pdvWireless, Inc. • Telephone communications (no radiotelephone) • New Jersey
This Consulting Agreement (this “Agreement”) is made and entered into by and between pdvWireless, Inc., a Delaware corporation, with its principal place of business at 3 Garret Mountain Plaza, Suite 401, Woodland Park, New Jersey 07424 (the “Company”), and John Pescatore, an individual with his principal address at *** (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”). All capitalized terms used in this Agreement not otherwise defined herein shall have the meanings set forth the Transition Agreement, except as otherwise specified.
