FORM OF UNDERWRITING AGREEMENT Between AMERICAN TELECOM SERVICES INC. and HCFP/BRENNER SECURITIES LLC Dated: , 2005Underwriting Agreement • November 1st, 2005 • American Telecom Services Inc • New York
The undersigned, American Telecom Services Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with HCFP/Brenner Securities, LLC (being referred to herein variously as “you,” “HCFP” or the “Representative”) and with the other underwriters named on Schedule I hereto for which HCFP is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FACTORING AGREEMENTFactoring Agreement • November 1st, 2005 • American Telecom Services Inc • California
We are pleased to confirm the terms and conditions that will govern our funds in use accounting, non-borrowing, notification factoring arrangement with you (the “Agreement”).
SERVICES AND DISTRIBUTION AGREEMENTServices and Distribution Agreement • November 1st, 2005 • American Telecom Services Inc • California
THIS AGREEMENT is entered into by and between American Telecom Services, Inc., a Delaware corporation, with offices located at 1191 Huntington Drive, Suite 311, Duarte, CA 91010-2400 (“Supplier”), and Databyte Technology, Inc., a corporation, with offices located at 11836 Clark Street, Arcadia, CA 91006 (“Vendor”).
SALES CONTRACTSales Contract • November 1st, 2005 • American Telecom Services Inc • Hong Kong
Trust Account AgreementTrust Account Agreement • November 1st, 2005 • American Telecom Services Inc • Hong Kong
This Trust Account Agreement, dated as of June 27, 2005 (“AGREEMENT”), is made by and between AMERICAN TELECOM SERVICES, INC. (“ATS”), a Delaware corporation with its business address at 2433 PECK ROAD, CITY OF INDUSTRY, CA 90601, hereby acting as Trustor, and GAIN STAR INTERNATIONAL LIMITED (“Gain Star”), a Hong Kong registered corporation with its business address at 20/F., The Sun’s Group Centre, 200 Gloucester Road, Hong Kong, hereby acting as Beneficiary.
ASSIGNMENT AGREEMENTAssignment Agreement • November 1st, 2005 • American Telecom Services Inc • California
This assignment and transfer is made to the Supplier, its successors, endorsers or assigns, to assure the payment of any and all liabilities and obligations of Client to the Supplier, and any claims of the Supplier against Client, whether now existing or thereafter incurred, and whether absolute or contingent, secured or unsecured, matured or unmatured (all of the foregoing being herein called “Obligations”).
HCFP/BRENNER SECURITIES, LLCMerger, Acquisition and Other Business Arrangement Agreement • November 1st, 2005 • American Telecom Services Inc • New York
ContractService Agreement • November 1st, 2005 • American Telecom Services Inc • New York
This Agreement (“Agreement”), effective as of the date executed by the last to sign of the parties (“Effective Date”), between SunRocket, Inc. (“Service Provider” hereinafter referred to as “SP”), a Delaware corporation, located at 8615 Westwood Center Drive, Vienna, Virginia 22182, and American Telecom Services, Inc., a Delaware corporation (“ATS”) located at 2466 Peck Road, City of Industry, CA 90601 memorializes the obligations of the parties in connection with VoIP hardware (“Telephones” and/or “Telephone”) provided by ATS, associated with the ATS System (“ATS System”) as described in Appendix A and future versions of the Telephone to be continuously reviewed and approved by the Parties from time to time. Such approval may not be unreasonably withheld or delayed. SP provides Internet Phone services to consumers, including communications and customer services (“Services”) to support customer accounts (“Account” or “Accounts”). The Telephones shall be preconfigured to support an SP S
WARRANT AGREEMENTWarrant Agreement • November 1st, 2005 • American Telecom Services Inc • New York
Agreement made as of , 200 , between American Telecom Services Inc., a Delaware corporation with offices at 2466 Peck Road, City of Industry, California 90601 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, New York 10004, a New York corporation, (herein called “Warrant Agent”).
SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENTSubscription/Registration Rights Agreement • November 1st, 2005 • American Telecom Services Inc • New York
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • November 1st, 2005 • American Telecom Services Inc • New York
AGREEMENT made the day of , 200 , by and between HCFP/Brenner Securities, LLC, a New York limited liability company, having an address at 888 Seventh Avenue, 17th Floor, New York, New York 10106 (“HCFP”), and American Telecom Services, Inc., a Delaware corporation, having an address at 2466 Peck Road, City of Industry, California 90601 (the “Company”).
