FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), with an effective date of November 1, 2005, is by and between IDT Spectrum, Inc., a Delaware corporation, with an address at 520 Broad Street, Newark, N.J. 07102 (the “Company”), and Bruce Walenczyk, whose address is 206 Bearwoods Road, Park Ridge, NJ 07656 (the “Employee”).
AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • 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 Corporation, a Delaware corporation (“IDT”). For purposes of this Agreement, “Party” or “Parties” shall mean either Spectrum or IDT, individually or collectively.
SECURITY AGREEMENTSecurity Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • New Jersey
This Security Agreement (this “Agreement”), dated as of November 11, 2005, is made by IDT SPECTRUM, INC., a Delaware corporation (“Debtor”), in favor of WINSTAR HOLDINGS, LLC (the “Lender”).
Shares IDT Spectrum, Inc. Class B Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • New York
IDT Spectrum, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to the several underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of ________ shares (the “Firm Shares”) of the Company’s Class B common stock, $0.01 par value per share (the “Class B Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional ___________ shares (the “Option Shares”) of Class B Common Stock from the Company for the purpose of covering over allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
CONTRIBUTION AGREEMENTContribution Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • New Jersey
This Contribution (“Contribution Agreement”) is made and entered into as of August 18, 2005, by and between Winstar Spectrum, LLC, a Delaware limited liability company (“Transferor”), and IDT Spectrum, LLC., a Delaware limited liability company (“Transferee”).
CONTRIBUTION AGREEMENTContribution Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • 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”).
CONTRIBUTION AGREEMENTContribution Agreement • December 7th, 2005 • Idt Spectrum, Inc. • Radiotelephone communications • New Jersey
This Contribution (“Contribution Agreement”) is made and entered into as of March 30, 2005, by and between Winstar Spectrum, LLC, a Delaware limited liability company (“Transferor”), and IDT Spectrum, LLC., a Delaware limited liability company (“Transferee”).
