FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), with an effective date of November 1, 2005, is by and between IDT Spectrum, Inc., a Delaware corporation, with an address at 520 Broad Street, Newark, N.J. 07102 (the “Company”), and Bruce Walenczyk, whose address is 206 Bearwoods Road, Park Ridge, NJ 07656 (the “Employee”).
AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • New Jersey
THIS AMENDED AND RESTATED MASTER SERVICES AGREEMENT, dated as of August 11, 2005 (this “Agreement”), is entered into by and between IDT SPECTRUM, INC., a Delaware corporation (“Spectrum”) and IDT Corporation, a Delaware corporation (“IDT”). For purposes of this Agreement, “Party” or “Parties” shall mean either Spectrum or IDT, individually or collectively.
Second Amended and Restated Indemnification AgreementIndemnification Agreement • November 15th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • New Jersey
This Second Amended and Restated Indemnification Agreement (this “Agreement”) is entered into as of the 14th day of November, 2005 between IDT Corporation, a Delaware corporation (“IDT”); and IDT Spectrum, Inc., a Delaware corporation (“IDT Spectrum”).
SECURITY AGREEMENTSecurity Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • New Jersey
This Security Agreement (this “Agreement”), dated as of November 11, 2005, is made by IDT SPECTRUM, INC., a Delaware corporation (“Debtor”), in favor of WINSTAR HOLDINGS, LLC (the “Lender”).
Shares IDT Spectrum, Inc. Class B Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • New York
IDT Spectrum, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to the several underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of ________ shares (the “Firm Shares”) of the Company’s Class B common stock, $0.01 par value per share (the “Class B Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional ___________ shares (the “Option Shares”) of Class B Common Stock from the Company for the purpose of covering over allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
CONTRIBUTION AGREEMENTContribution Agreement • August 29th, 2005 • Idt Spectrum, Inc. • New Jersey
This Contribution (“Contribution Agreement”) is made and entered into as of December 29, 2004, by and between Winstar Spectrum, LLC, a Delaware limited liability company (“Transferor”), and IDT Spectrum, LLC. a Delaware limited liability company (“Transferee”).
CONTRIBUTION AGREEMENTContribution Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • New Jersey
This Contribution (“Contribution Agreement”) is made and entered into as of August 18, 2005, by and between Winstar Spectrum, LLC, a Delaware limited liability company (“Transferor”), and IDT Spectrum, LLC., a Delaware limited liability company (“Transferee”).
AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • August 29th, 2005 • Idt Spectrum, Inc. • New Jersey
THIS AMENDED AND RESTATED MASTER SERVICES AGREEMENT, dated as of August 11, 2005 (this “Agreement”), is entered into by and between IDT SPECTRUM, INC., a Delaware corporation (“Spectrum”) and Winstar Communications, LLC, a Delaware limited liability company (“Winstar”). For purposes of this Agreement, “Party” or “Parties” shall mean either Spectrum or Winstar, individually or collectively.
ContractIdt Spectrum, Inc. • November 15th, 2005 • Radiotelephone communications • New Jersey
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND HAS BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE PLEDGED, OFFERED, SOLD HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 29th, 2005 • Idt Spectrum, Inc. • New Jersey
This Assignment and Assumption Agreement (“Assignment and Assumption Agreement”) is made and entered into as of January 31, 2005, by and between Winstar Communications, LLC, a Delaware limited liability company (“Assignor”), and IDT Spectrum, LLC. a Delaware corporation (“Assignee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 29th, 2005 • Idt Spectrum, Inc. • New Jersey
This Assignment and Assumption Agreement (“Assignment and Assumption Agreement”) is made and entered into as of December 29, 2004, by and between Winstar Spectrum, LLC, a Delaware limited liability company (“Assignor”), and IDT Spectrum, LLC. a Delaware limited liability Company (“Assignee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 25th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications
AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • August 29th, 2005 • Idt Spectrum, Inc. • New Jersey
THIS AMENDED AND RESTATED MASTER SERVICES AGREEMENT, dated as of August 11, 2005 (this “Agreement”), is entered into by and between IDT SPECTRUM, INC., a Delaware corporation (“Spectrum”) and IDT Telecom, Inc., a Delaware corporation (“IDT”). For purposes of this Agreement, “Party” or “Parties” shall mean either Spectrum or IDT, individually or collectively.
CONTRIBUTION AGREEMENTContribution Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • New Jersey
This Contribution (“Contribution Agreement”) is made and entered into as of December 29, 2004, by and between Winstar Spectrum, LLC, a Delaware limited liability company (“Transferor”), and IDT Spectrum, LLC. a Delaware limited liability company (“Transferee”).
CONTRIBUTION AGREEMENTContribution Agreement • August 29th, 2005 • Idt Spectrum, Inc. • New Jersey
This Contribution (“Contribution Agreement”) is made and entered into as of January 31, 2005, by and between Winstar Communications, LLC, a Delaware limited liability company (“Transferor”), and IDT Spectrum, Inc. a Delaware corporation (“Transferee”).
CONTRIBUTION AGREEMENTContribution Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • New Jersey
This Contribution (“Contribution Agreement”) is made and entered into as of March 30, 2005, by and between Winstar Spectrum, LLC, a Delaware limited liability company (“Transferor”), and IDT Spectrum, LLC., a Delaware limited liability company (“Transferee”).
