SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • May 23rd, 2005 • Clearcomm L P • Radiotelephone communications • Florida
This SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the “Settlement Agreement”), dated as of April 20, 2005, is entered into by and among NewComm Wireless Services, Inc., a corporation formed under the laws of the Commonwealth of Puerto Rico (“NewComm” or the “Company”), Telefónica Móviles S.A., a corporation organized under the laws of Spain (“TEM”), Telefónica Móviles Puerto Rico, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TEM Puerto Rico”), ClearComm, L.P., a limited partnership organized under the laws of Delaware (“ClearComm”), and each of the other existing shareholders of NewComm listed on Exhibit A hereto (ClearComm and such existing shareholders, jointly, the “Other Stockholders”). The Other Stockholders, together with NewComm and TEM, are collectively referred to herein as the “Parties” and each individually as a “Party.”
AMENDMENT No. 6 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 23rd, 2005 • Clearcomm L P • Radiotelephone communications • Florida
THIS AMENDMENT No. 6 TO STOCK PURCHASE AGREEMENT, dated as of April 20, 2005 (the “Amendment”), is entered into by and among TEM Puerto Rico, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico and a successor in interest to Telefónica Larga Distancia de Puerto Rico, Inc., a corporation formed under the laws of the Commonwealth of Puerto Rico (the “Purchaser”), ClearComm, L.P., a limited partnership organized under the laws of Delaware (the “Seller”), and NewComm Wireless Services, Inc., a corporation formed under the laws of the Commonwealth of Puerto Rico (the “Company”). The Purchaser, together with the Seller and the Company, are collectively referred to herein as the “Parties” and each individually as a “Party.”
AMENDED AND RESTATED NEWCOMM WIRELESS SERVICES, INC. SHAREHOLDERS AGREEMENTShareholders Agreement • May 23rd, 2005 • Clearcomm L P • Radiotelephone communications • Florida
THIS AMENDED AND RESTATED NEWCOMM WIRELESS SERVICES, INC. SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of April 20, 2005, by and among TEM Puerto Rico, Inc. (as a successor in interest of Telefonica Larga Distancia de Puerto Rico, Inc), a corporation organized and existing under the laws of the Commonwealth of Puerto Rico (“TEMPR”), ClearComm, L.P., a Delaware limited partnership (“ClearComm”), Syndicated Communications Venture Partners IV, L.P., a Delaware limited partnership (“Syncom”), Fleet Development Ventures, LLC, a Massachusetts limited liability company (“Fleet”), Opportunity Capital Partners IV, L.P., a Delaware limited partnership (“Opportunity”), Power Equities, Inc., a Delaware corporation (“Power”, collectively with Fleet and Opportunity, the “Fleet Syndicate”), any Person who becomes a shareholder of the Company after the date hereof and NewComm Wireless Services, Inc., a corporation organized and existing under the laws of the Commonwealth of Puerto Rico (the “C
AMENDMENT No. 1 TO SALE AGREEMENTSale Agreement • May 23rd, 2005 • Clearcomm L P • Radiotelephone communications • Florida
THIS AMENDMENT No. 1 TO SALE AGREEMENT, dated as of April 20, 2005 (the “Amendment”), is entered into by and among TEM Puerto Rico, Inc. (as a successor in interest of Telefonica Larga Distancia de Puerto Rico, Inc), a corporation organized and existing under the laws of the Commonwealth of Puerto Rico (“TEMPR”), ClearComm, L.P., a Delaware limited partnership (“ClearComm”), Syndicated Communications Venture Partners IV, L.P., a Delaware limited partnership (“Syncom”), Fleet Development Ventures, LLC, a Massachusetts limited liability company (“Fleet”), Opportunity Capital Partners IV, L.P., a Delaware limited partnership (“Opportunity”), Power Equities, Inc., a Delaware corporation (“Power”, collectively with Fleet and Opportunity, the “Fleet Syndicate”), any other Person acquiring Shares during the term of the Agreement and NewComm Wireless Services, Inc., a corporation organized and existing under the laws of the Commonwealth of Puerto Rico (the “Company”).
