FORM OF UNDERWRITING AGREEMENT Between AMERICAN TELECOM SERVICES INC. and HCFP/BRENNER SECURITIES LLC Dated: , 2005Underwriting Agreement • November 1st, 2005 • American Telecom Services Inc • New York
The undersigned, American Telecom Services Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with HCFP/Brenner Securities, LLC (being referred to herein variously as “you,” “HCFP” or the “Representative”) and with the other underwriters named on Schedule I hereto for which HCFP is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EMPLOYMENT AGREEMENT (the “Agreement”) dated February 6, 2006 (the “Effective Time”) by and between BRUCE LAYMAN, an individual (the “Employee”), and AMERICAN TELECOM SERVICES, INC., a Delaware corporation (the “Company”).Employment Agreement • September 28th, 2006 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec • Delaware
FACTORING AGREEMENTFactoring Agreement • December 20th, 2005 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec • California
We are pleased to confirm the terms and conditions that will govern our funds in use accounting, non-borrowing, notification factoring arrangement with you (the “Agreement”).
SERVICES AND DISTRIBUTION AGREEMENTServices and Distribution Agreement • December 20th, 2005 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec • California
THIS AGREEMENT is entered into by and between American Telecom Services, Inc., a Delaware corporation, with offices located at 1191 Huntington Drive, Suite 311, Duarte, CA 91010-2400 (“Supplier”), and Databyte Technology, Inc., a corporation, with offices located at 11836 Clark Street, Arcadia, CA 91006 (“Vendor”).
SALES CONTRACTSales Contract • December 20th, 2005 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec • Hong Kong
Trust Account AgreementTrust Account Agreement • December 20th, 2005 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec • Hong Kong
This Trust Account Agreement, dated as of June 27, 2005 (“AGREEMENT”), is made by and between AMERICAN TELECOM SERVICES, INC. (“ATS”), a Delaware corporation with its business address at 2433 PECK ROAD, CITY OF INDUSTRY, CA 90601, hereby acting as Trustor, and GAIN STAR INTERNATIONAL LIMITED (“Gain Star”), a Hong Kong registered corporation with its business address at 20/F., The Sun’s Group Centre, 200 Gloucester Road, Hong Kong, hereby acting as Beneficiary.
ASSIGNMENT AGREEMENTAssignment Agreement • December 20th, 2005 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec • California
This assignment and transfer is made to the Supplier, its successors, endorsers or assigns, to assure the payment of any and all liabilities and obligations of Client to the Supplier, and any claims of the Supplier against Client, whether now existing or thereafter incurred, and whether absolute or contingent, secured or unsecured, matured or unmatured (all of the foregoing being herein called “Obligations”).
HCFP/BRENNER SECURITIES, LLCMerger, Acquisition and Other Business Arrangement Agreement • November 1st, 2005 • American Telecom Services Inc • New York
MARKETING AND CONSULTING AGREEMENTMarketing and Consulting Agreement • January 13th, 2006 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec • Delaware
This Marketing and Consulting Agreement (this “Agreement”) dated , 2006 is entered into by and between Future Marketing, LLC, a Delaware limited liability company (“Future”), and American Telecom Services, Inc., a Delaware corporation (the “Company”), and effective as of the date of the consummation of the initial public offering of the Company’s stock (the “Effective Time”).
IDT Letterhead]Assignment Agreement • September 28th, 2006 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec
January 4, 2006 Mr. Yu Wen Ching American Telecom Services, Inc.Letter Agreement • January 13th, 2006 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec
ContractWarrant Agreement • February 5th, 2007 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec • New York
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR APPLICABLE STATE SECURITIES LAWS.
ContractService Agreement • February 16th, 2007 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec • New York
This Agreement (“Agreement”), effective as of the date executed by the last to sign of the parties (“Effective Date”), between SunRocket, Inc. (“Service Provider” hereinafter referred to as “SP”), a Delaware corporation, located at 8045 Leesburg Pike, Suite 300, Vienna, Virginia 22182, and American Telecom Services, Inc., a Delaware corporation (“ATS”) located at 2466 Peck Road, City of Industry, CA 90601 memorializes the obligations of the parties in connection with VoIP hardware (“Telephones” and/or “Telephone”) provided by ATS, associated with the ATS System (“ATS System”) as described in Appendix A and future versions of the Telephone (“New Telephones” and/or “New Telephone”) to be reviewed and approved by SP from time to time as further outlined herein. Such approval shall be subject to the certification process and requirements as set forth in Appendix F herein. SP provides Internet Phone services to consumers, including communications and customer services (“Services”) to suppor
ContractService Agreement • November 1st, 2005 • American Telecom Services Inc • New York
This Agreement (“Agreement”), effective as of the date executed by the last to sign of the parties (“Effective Date”), between SunRocket, Inc. (“Service Provider” hereinafter referred to as “SP”), a Delaware corporation, located at 8615 Westwood Center Drive, Vienna, Virginia 22182, and American Telecom Services, Inc., a Delaware corporation (“ATS”) located at 2466 Peck Road, City of Industry, CA 90601 memorializes the obligations of the parties in connection with VoIP hardware (“Telephones” and/or “Telephone”) provided by ATS, associated with the ATS System (“ATS System”) as described in Appendix A and future versions of the Telephone to be continuously reviewed and approved by the Parties from time to time. Such approval may not be unreasonably withheld or delayed. SP provides Internet Phone services to consumers, including communications and customer services (“Services”) to support customer accounts (“Account” or “Accounts”). The Telephones shall be preconfigured to support an SP S
WARRANT AGREEMENTWarrant Agreement • November 1st, 2005 • American Telecom Services Inc • New York
Agreement made as of , 200 , between American Telecom Services Inc., a Delaware corporation with offices at 2466 Peck Road, City of Industry, California 90601 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, New York 10004, a New York corporation, (herein called “Warrant Agent”).
SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENTSubscription/Registration Rights Agreement • November 1st, 2005 • American Telecom Services Inc • New York
INDEMNIFICATION AGREEMENT (the “Agreement”) dated [ ] , 2006 (the “Agreement Date”) by and between AMERICAN TELECOM SERVICES, INC., a Delaware corporation (including any successors thereto, the “Company”) and [ ] (“Indemnitee”).Indemnification Agreement • January 13th, 2006 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec • Delaware
Competent and experienced persons are reluctant to serve or to continue to serve corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or indemnification (or both) against claims and actions against them arising out of their service to, and activities on behalf of, those corporations.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2007 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 30, 2007, by and between American Telecom Services, Inc., (the “Company”), and each purchaser of securities of the Company pursuant to a Subscription Agreement (as defined below) (each a “Purchaser” and collectively, the “Purchasers”), a list of which is attached hereto as Annex A. This Agreement is made pursuant to Subscription Agreements by and between the Company and each Purchaser (the “Subscription Agreement”), submitted in accordance with and subject to the terms and conditions described in the Subscription Agreement, including all documents incorporated by reference therein and all attachments, schedules and exhibits thereto, relating to the offering (the “Offering”) by the Company (i) of its 8% Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”) and (ii) warrants (each a “Warrant” and collectively the “Warrants”) to purchase shares of the
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • November 1st, 2005 • American Telecom Services Inc • New York
AGREEMENT made the day of , 200 , by and between HCFP/Brenner Securities, LLC, a New York limited liability company, having an address at 888 Seventh Avenue, 17th Floor, New York, New York 10106 (“HCFP”), and American Telecom Services, Inc., a Delaware corporation, having an address at 2466 Peck Road, City of Industry, California 90601 (the “Company”).
ContractService Agreement • January 27th, 2006 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec • New York
This Agreement (“Agreement”), effective as of the date executed by the last to sign of the parties (“Effective Date”), between SunRocket, Inc. (“Service Provider” hereinafter referred to as “SP”), a Delaware corporation, located at 8615 Westwood Center Drive, Vienna, Virginia 22182, and American Telecom Services, Inc., a Delaware corporation (“ATS”) located at 2466 Peck Road, City of Industry, CA 90601 memorializes the obligations of the parties in connection with VoIP hardware (“Telephones” and/or “Telephone”) provided by ATS, associated with the ATS System (“ATS System”) as described in Appendix A and future versions of the Telephone to be continuously reviewed and approved by the Parties from time to time. Such approval may not be unreasonably withheld or delayed. SP provides Internet Phone services to consumers, including communications and customer services (“Services”) to support customer accounts (“Account” or “Accounts”). The Telephones shall be preconfigured to support an SP S
LEASE AGREEMENT CONCOURSE ATLANTA, GEORGIALease Agreement • September 28th, 2006 • American Telecom Services Inc • Wholesale-electronic parts & equipment, nec • Georgia
THIS LEASE AGREEMENT (this “Lease”), made this 21st day of December, 2005, by and between 485 PROPERTIES, LLC (“Landlord”), a Delaware limited liability company, which has as its address for all purposes hereunder as follows:
