Agreement and Plan Of Merger among Straight Path Communications Inc., VERIZON COMMUNICATIONS INC. and WAVES MERGER Sub I, Inc. Dated as of May 11, 2017 List of ExhibitsMerger Agreement • May 11th, 2017 • Straight Path Communications Inc. • Radiotelephone communications • Delaware
This Agreement and Plan of Merger (hereinafter called this “Agreement”), dated as of May 11, 2017, is made by and among Straight Path Communications Inc., a Delaware corporation (the “Company”), Verizon Communications Inc., a Delaware corporation (“Parent”), and Waves Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”).
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • July 31st, 2013 • Straight Path Communications Inc. • Radiotelephone communications • New Jersey
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of July 31, 2013, by and between IDT Corporation, a Delaware corporation (“IDT”), and STRAIGHT PATH COMMUNICATIONS INC., a Delaware corporation (“SPCI”; and together with IDT, the “Parties”, and each individually, a “Party”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 31st, 2013 • Straight Path Communications Inc. • Radiotelephone communications • New Jersey
THIS TRANSITION SERVICES AGREEMENT, dated as of July 31, 2013 (this “Agreement”), is entered into by and between Straight Path Communications Inc., a Delaware corporation (“SPCI”), and IDT Corporation, a Delaware corporation (“IDT”). For purposes of this Agreement, “Party” or “Parties” shall mean either SPCI or IDT, individually or collectively.
THIS IS THE FORM OF TAX SEPARATION AGREEMENT THAT IS INTENDED TO BE ENTERED INTO BETWEEN STRAIGHT PATH COMMUNICATIONS INC. AND IDT CORPORATION, EFFECTIVE AS OF THE CONSUMMATION OF THE SPIN-OFF TAX SEPARATION AGREEMENTTax Separation Agreement • June 13th, 2013 • Straight Path Communications Inc. • Radiotelephone communications • New Jersey
This TAX SEPARATION AGREEMENT (this “Agreement”) is dated as of [____], 2013, by and between IDT Corporation, a Delaware corporation (“IDT”), and Straight Path Communications Inc., a Delaware corporation (“SPCI”; and together with IDT, the “Parties, and each individually, a “Party”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 13th, 2013 • Straight Path Communications Inc. • Radiotelephone communications • Delaware
This Agreement confirms the grant of Restricted Stock to you effective as of [INSERT DATE] (the “Effective Date”) under the Straight Path Communications Inc. 2013 Stock Option and Incentive Plan (the “Plan”), upon the terms and conditions described herein.
THIS IS THE FORM OF THE TRANSITION SERVICES AGREEMENT THAT IS INTENDED TO BE ENTERED INTO BETWEEN STRAIGHT PATH COMMUNICATIONS INC. AND IDT CORPORATION, EFFECTIVE AS OF THE CONSUMMATION OF THE SPIN-OFF TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 13th, 2013 • Straight Path Communications Inc. • Radiotelephone communications • New Jersey
THIS TRANSITION SERVICES AGREEMENT, dated as of [___________], 2013 (this “Agreement”), is entered into by and between Straight Path Communications Inc., a Delaware corporation (“SPCI”), and IDT Corporation, a Delaware corporation (“IDT”). For purposes of this Agreement, “Party” or “Parties” shall mean either SPCI or IDT, individually or collectively.
OMNIBUS AMENDMENT AND WAIVEROmnibus Amendment and Waiver • December 11th, 2017 • Straight Path Communications Inc. • Radiotelephone communications • New York
This OMNIBUS AMENDMENT AND WAIVER (this “Amendment”) is made as of October 22, 2017 by and between Straight Path Communications Inc., a Delaware corporation (the “Company”), the undersigned Lenders (as defined below), and Clutterbuck Capital Management, LLC, as collateral agent under the Security Agreement (as defined below) (the “Collateral Agent” and together with the undersigned Lenders, the “Lender Parties”). Each of the Company and the Lender Parties also are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.
TERM SHEET SETTLEMENT OF CLAIMS1Settlement Agreement • April 10th, 2017 • Straight Path Communications Inc. • Radiotelephone communications
Settlement Consideration and Release: Straight Path Communications Inc. (“Straight Path”) and IDT Corporation (“IDT”) to execute a Settlement Agreement to provide for, among other things, the following steps to be completed as soon as practicable and no later than 45 days following the date of the Settlement Agreement (the “Closing Date”): 1. IDT to pay Straight Path (including on behalf of its subsidiaries) $16 million in cash, comprised of (i) $10 million (along with the Contingent Payment Rights described below) as a settlement of claims asserted against IDT by Straight Path and (ii) $6 million in cash in exchange for the Current Patent Portfolio (described below); 2. All shareholders of Straight Path IP Group, Inc. (“Existing SPIP”) to transfer all of their Existing SPIP shares to a newly formed Delaware corporation (“New SPIP”) in exchange for identical New SPIP shares, followed by a conversion of Existing SPIP to a Delaware limited liability company (“SPIP LLC”). Following the co
LOAN AGREEMENTLoan Agreement • February 7th, 2017 • Straight Path Communications Inc. • Radiotelephone communications • New York
This LOAN AGREEMENT (this “Agreement”) made as of February 6, 2017 by and between Straight Path Communications Inc., a Delaware corporation (the “Company”), and each Lender named on Schedule A hereto, (collectively, the “Lenders”). Each of the Company and the Lenders also referred to herein as a “Party”, and collectively as the “Parties”. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Appendix A hereto.
STRAIGHT PATH COMMUNICATIONS INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 13th, 2013 • Straight Path Communications Inc. • Radiotelephone communications • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of [INSERT DATE], by and between Straight Path Communications Inc., a Delaware corporation (the “Company”), and [NAME OF GRANTEE] (the “Grantee”).
TAX SEPARATION AGREEMENTTax Separation Agreement • July 31st, 2013 • Straight Path Communications Inc. • Radiotelephone communications • New Jersey
This TAX SEPARATION AGREEMENT (this “Agreement”) is dated as of July 31, 2013, by and between IDT Corporation, a Delaware corporation (“IDT”), and Straight Path Communications Inc., a Delaware corporation (“SPCI”; and together with IDT, the “Parties, and each individually, a “Party”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • December 11th, 2017 • Straight Path Communications Inc. • Radiotelephone communications • Delaware
This Settlement Agreement and Release (this “Agreement ”) is made this 24th day of October, 2017, by and among Straight Path Communications Inc. (“Straight Path”), IDT Corporation (“IDT”), PR-SP IP Holdings LLC (“Assignee”), and Straight Path IP Group, Inc. (“SPIP”). Each of Straight Path, IDT, Assignee and SPIP is a “Party” under this Agreement, and together they constitute the “Parties.”
STRAIGHT PATH COMMUNICATIONS INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 13th, 2013 • Straight Path Communications Inc. • Radiotelephone communications • Delaware
This STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of [INSERT DATE], by and between Straight Path Communications Inc., a Delaware corporation (the “Company”), and [NAME OF GRANTEE] (the “Grantee”).
