Voltari Corp Sample Contracts

AMENDMENT NUMBER 11 TO AGREEMENT NUMBER 750-67761-2004 BETWEEN VERIZON SOURCING LLC AND MOTRICITY, INC
Wap 2.0 Hosting Agreement • August 16th, 2013 • Voltari Corp • Services-business services, nec

This Amendment Number 11 (“Eleventh Amendment”) to the WAP 2.0 Hosting Agreement dated June 24, 2004, as amended, by and between Motricity, Inc. a Delaware corporation, with offices at 601 West 26th Street, Suite 415, New York, NY 10001 (“Motricity”) and Verizon Sourcing LLC, a Delaware limited liability company having an office and principal place of business at One Verizon Way, Basking Ridge, NJ 07920 (“Verizon”), is by and between Motricity, Opalhaven Corporation, (“Opalhaven”) and Verizon, is made and entered into on and as of the date executed by the last signing Party (“Eleventh Amendment Effective Date”).

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AGREEMENT AND PLAN OF MERGER among VOLTARI CORPORATION, STARFIRE HOLDING CORPORATION and VOLTARI MERGER SUB LLC DATED AS OF MARCH 22, 2019
Merger Agreement • March 25th, 2019 • Voltari Corp • Real estate • Delaware

This Agreement and Plan of Merger (this “Agreement”), is dated as of March 22, 2019, among Voltari Corporation, a Delaware corporation (the “Company”), Starfire Holding Corporation, a Delaware corporation (“Parent”), and Voltari Merger Sub LLC, a Delaware limited liability company (“Merger Sub”).

GROUND LEASE
Ground Lease • August 7th, 2015 • Voltari Corp • Services-business services, nec • New Jersey

THIS GROUND LEASE (“Lease”) is entered into by and between DWEK BRANCHES, LLC, a New Jersey limited liability company (“Landlord”), and JPMORGAN CHASE BANK, N.A., a national banking association (“Tenant”).

FIRST AMENDMENT TO REAL PROPERTY PURCHASE AND SALE AGREEMENT
Real Property Purchase and Sale Agreement • March 2nd, 2018 • Voltari Corp • Real estate • South Carolina

This First Amendment to Real Property Purchase and Sale Agreement (the “First Amendment”) is made and entered into as of the 26th day of February, 2018, by and between The State Media Company, a South Carolina corporation (“Seller”), and Voltari Real Estate Holding LLC, a Delaware limited liability company (“Buyer”).

REVOLVING NOTE
Revolving Note • August 7th, 2015 • Voltari Corp • Services-business services, nec • New York

FOR VALUE RECEIVED, Voltari Corporation (together with its successors and assigns, the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to, or to the order of, Koala Holding LP (together with its successors and assigns, the “Lender”), on the terms hereinafter set forth, the principal sum of TEN MILLION DOLLARS ($10,000,000.00), or such lesser amount as is outstanding from time to time as set forth on Schedule 1 hereto, together with interest thereon for such periods, on such dates and at such rates as set forth in Section 1 of this Revolving Note (this “Note”).

VOLTARI CORPORATION
Severance Agreement • August 3rd, 2016 • Voltari Corp • Services-business services, nec • New York

This agreement sets forth the terms and conditions regarding your separation from employment from Voltari Corporation (the “Company”) effective July 29, 2016 (the “Separation Date”).

Release Agreement
Release Agreement • December 27th, 2013 • Voltari Corp • Services-business services, nec • Delaware

AGREEMENT entered into as of this 18th day of December, 2013 (the “Agreement”) by and between Voltari Corporation, a Delaware corporation with its principal place of business at 601 W. 26th Street Suite 415, New York, NY 10001 (the “Company”), and Richard Stalzer (“Employee”).

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 16th, 2016 • Voltari Corp • Services-business services, nec

This is the Third Amendment to the Purchase and Sale Agreement (Contract) entered into the 3rd day of December, 2015 by and between Flanders Holding, LLC, (Seller) and Voltari Real Estate Holding, LLC (Purchaser) which Contract was amended by the First Amendment to the Purchase and Sale Agreement on January 11, 2016 (First Amendment) and Second Amendment to the Purchase and Sale Agreement on February 10, 2016 (Second Amendment)

NONDISCLOSURE AND INTELLECTUAL PROPERTY PROTECTION AGREEMENT
Nondisclosure and Intellectual Property Protection Agreement • September 30th, 2015 • Voltari Corp • Services-business services, nec • New York

This Agreement (the “Agreement”) is made as of September 28, 2015 (the “Effective Date”), by and between Voltari Operating Corp. a Delaware corporation with its principal place of business at 601 West 26th Street, Suite 415, New York, NY 10001 (“Company”) and the undersigned employee or prospective employee of Company (“Employee”). Company and Employee are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

REAL PROPERTY PURCHASE AND SALE AGREEMENT
Real Property Purchase and Sale Agreement • January 23rd, 2018 • Voltari Corp • Real estate • South Carolina

THIS REAL PROPERTY PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of January 19, 2018 (the “Effective Date”), is made by and between The State Media Company, a South Carolina corporation (“Seller”), and Voltari Real Estate Holding LLC, a Delaware limited liability company (“Buyer”), with reference to the following facts:

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 19th, 2016 • Voltari Corp • Services-business services, nec

This is the Second Amendment to the Purchase and Sale Agreement (“Contract”) entered into the 3rd day of December, 2015 by and between Flanders Holding, LLC, (“Seller”) and Voltari Real Estate Holding, LLC (“Purchaser”) which Contract was amended by the First Amendment to the Purchase and Sale Agreement on January 11, 2016 (“First Amendment”).

TRIPLE NET LEASE
Triple Net Lease • April 23rd, 2018 • Voltari Corp • Real estate • South Carolina

THIS TRIPLE NET LEASE AGREEMENT (this “Lease”), made and entered into as of the 23rd day of April, 2018, by and between VOLTARI REAL ESTATE HOLDING LLC, a Delaware limited liability company (“Landlord”), and THE McCLATCHY COMPANY, a Delaware corporation (“Tenant”).

THIS REVOLVING NOTE AMENDS AND RESTATES THAT CERTAIN REVOLVING NOTE DATED AUGUST 7, 2015 REVOLVING NOTE
Revolving Note • March 31st, 2017 • Voltari Corp • Real estate • New York

FOR VALUE RECEIVED, Voltari Corporation (together with its successors and assigns, the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to, or to the order of, Koala Holding LP (together with its successors and assigns, the “Lender”), on the terms hereinafter set forth, the principal sum of THIRTY MILLION DOLLARS ($30,000,000.00), or such greater or lesser amount as is outstanding from time to time as set forth on Schedule 1 hereto, together with interest thereon for such periods, on such dates and at such rates as set forth in this Revolving Note (this “Note”).

SECOND AMENDMENT TO REAL PROPERTY PURCHASE AND SALE AGREEMENT
Real Property Purchase and Sale Agreement • April 4th, 2018 • Voltari Corp • Real estate • South Carolina

This Second Amendment to Real Property Purchase and Sale Agreement (the “Second Amendment”) is made and entered into as of the 29th day of March, 2018, by and between The State Media Company, a South Carolina corporation (“Seller”), and Voltari Real Estate Holding LLC, a Delaware limited liability company (“Buyer”).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • May 14th, 2015 • Voltari Corp • Services-business services, nec • New York

AGREEMENT entered into as of this 11th day of May, 2015 (the Agreement) by and between Voltari Corporation, a Delaware corporation with its principal place of business at 601 W. 26th Street Suite 415, New York, NY 10001 (the Company), and Richard Sadowsky (you).

AGREEMENT FOR SALE AND PURCHASE
Sale and Purchase Agreement • August 7th, 2015 • Voltari Corp • Services-business services, nec • New Jersey

THIS AGREEMENT, made as of the Effective Date (as hereinafter defined), by and between 160 BRIGHTON ACQUISITION, LLC, a Delaware limited liability company (“Seller”), and VOLTARI REAL ESTATE HOLDING LLC, a Delaware limited liability company (“Buyer”),

THIRD AMENDMENT TO REAL PROPERTY PURCHASE AND SALE AGREEMENT
Real Property Purchase and Sale Agreement • April 9th, 2018 • Voltari Corp • Real estate • South Carolina

This Third Amendment to Real Property Purchase and Sale Agreement (the “Third Amendment”) is made and entered into as of the 6th day of April, 2018, by and between The State Media Company, a South Carolina corporation (“Seller”), and Voltari Real Estate Holding LLC, a Delaware limited liability company (“Buyer”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 9th, 2015 • Voltari Corp • Services-business services, nec • New York

THIS PURCHASE AND SALE AGREEMENT (“Contract”) is made and entered into and is effective as of the 3rd day of December, 2015 (the “Contract Date”), by and between FLANDERS HOLDING, LLC, a Texas limited liability company (“Seller”) and VOLTARI REAL ESTATE HOLDING, LLC, a Delaware limited liability company (“Purchaser”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 19th, 2016 • Voltari Corp • Services-business services, nec

This is the First Amendment to the Purchase and Sale Agreement (“Contract”) entered into the 3rd day of December, 2015 by and between Flanders Holding, LLC, (“Seller”) and Voltari Real Estate Holding, LLC (“Purchaser”).

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