0001193125-05-175887 Sample Contracts

AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Master 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 Government Solutions, LLC, a Delaware limited liability company (“Winstar”). For purposes of this Agreement, “Party” or “Parties” shall mean either Spectrum or Winstar, individually or collectively.

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Standard Contracts

Indemnification Agreement
Indemnification Agreement • August 29th, 2005 • Idt Spectrum, Inc. • New Jersey

This Amended and Restated Indemnification Agreement (this “Agreement”) is entered into as of the 1st day of August, 2005 between IDT Corporation, a Delaware corporation (“IDT”); and IDT Spectrum, Inc. (“IDT Spectrum”).

CONTRIBUTION AGREEMENT
Contribution 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”).

AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Master 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.

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment 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 AGREEMENT
Assignment 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”).

AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Master 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 AGREEMENT
Contribution 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”).

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