LOAN AND SECURITY AGREEMENT Dated as of May 28, 2004 between NEUTRAL TANDEM, INC., a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING IV, INC., a Maryland corporation, as “Lender”Loan and Security Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • California
The Borrower and Lender identified on the cover page of this document have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of between Neutral Tandem, Inc., a Delaware corporation (“the Company”), and (“Indemnitee”).
NEUTRAL TANDEM, INC. AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This Amended and Restated Restricted Stock Agreement (this “Agreement”) is made as of December 14, 2004 (the “Effective Date”), by and between Neutral Tandem, Inc., a Delaware corporation (the “Company”), and Robert M. Junkroski (the “Stockholder”).
NEUTRAL TANDEM, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This Employment Agreement (this “Agreement”) is entered into as of February 6, 2006, by and between Rian J. Wren, an individual resident of Medford, New Jersey (the “Executive”), and Neutral Tandem, Inc., a Delaware corporation (the “Company”).
NEUTRAL TANDEM, INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This Amendment No. 1 to Amended and Restated Restricted Stock Agreement (the “Amendment”) is made as of June 10, 2005 (the “Effective Date”), by and between Neutral Tandem, Inc., a Delaware corporation (the “Company”), and Robert M. Junkroski (the “Stockholder”).
NEUTRAL TANDEM, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 2, 2006, is entered into by and among Neutral Tandem, Inc., a Delaware corporation (the “Company”), and the parties whose names are listed on Exhibit A hereto (the “Investors”). Certain capitalized terms used herein are defined in Section 10 of this Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Illinois
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of the 1st day of June, 2005 by and between Switch and Data IL Five LLC f/k/a LayerOne Chicago, LLC, a Texas limited liability company (“Assignor”) and Neutral Tandem, Inc., a Delaware corporation (“Assignee”).
Article Page 1. USE, RESTRICTIONS ON USE AND COMPLIANCE WITH LAWS 3 2. TERM 5 3. RENT 7 4. RENT ADJUSTMENTS 7 5. SECURITY DEPOSIT 12 6. ALTERATIONS 12 7. REPAIR 13 8. LIENS 14 9. ASSIGNMENT AND SUBLETTING 15 10. INDEMNIFICATION 15 11. INSURANCE 16 12....Lease • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
NEUTRAL TANDEM, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This Agreement is made as of October __, 2006, by and between Neutral Tandem, Inc., a Delaware corporation (the “Company”), and Dixon Doll (the “Stockholder”).
NEUTRAL TANDEM, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders' Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of February 2, 2006, by and among Neutral Tandem, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule 1 hereto (the “Investors”), and the stockholders of the Company listed on Schedule 2 hereto (the “Common Holders”, and, collectively with the Investors, the “Stockholders”).
Master Service Agreement ConfidentialMaster Service Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • New York
This MASTER SERVICE AGREEMENT (the “Agreement”) is entered into on , 2007, by and between Neutral Tandem, Inc. (together with its affiliates providing Services, “Carrier”), a Delaware corporation with its principal place of business located at 1 South Wacker Drive Suite 200, Chicago, IL 60606 and , a with its principal place of business located at (together with its affiliates, “Customer”). For purposes of this Agreement, Carrier and Customer are referred to individually as a “Party” and collectively as the “Parties”. Customer is responsible for the usage of its affiliates.
NEUTRAL TANDEM, INC. November 26, 2003Management Rights Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
This letter will confirm our agreement that pursuant to and effective as of your purchase of shares of Series A Preferred Stock of Neutral Tandem, Inc. (the “Company”), each of DCM III, L.P., DCM III-A, L.P. and DCM Affiliates Fund III, L.P. (each, an “Investor”) shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights and other rights specifically provided to all investors in the current financing:
NEUTRAL TANDEM, INC.Observation Rights Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
This letter will confirm our agreement that effective upon the purchase by you (collectively, the “Wasatch Entities”) of 318,325 shares of Series C Convertible Preferred Stock of Neutral Tandem, Inc. (the “Company”), and for so long as the Wasatch Entities (or entities affiliated with the Wasatch Entities) continue to own 50% of such shares, you will be entitled to the following board observation rights, in addition to rights to certain non-public financial information, inspection rights and other rights that you may be entitled to pursuant to the Stock Purchase Agreement and Second Amended and Restated Stockholders’ Agreement among the Company and the investor parties thereto, each dated as of the date hereof:
NEUTRAL TANDEM, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This Agreement is made as of June 30, 2004, by and between Neutral Tandem, Inc., a Delaware corporation (the “Company”), and Bob Hawk (the “Stockholder”).
STANDARD FORM OF OFFICE LEASEOffice Lease Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • New York
AGREEMENT OF LEASE, made as of this 10th day of May 2004 between 75 BROAD, LLC, a New York limited liability company, having an office at 75 Broad Street, New York, New York 10004, party of the first part, hereinafter referred to as LANDLORD, and NEUTRAL TANDEM, INC., a corporation, having an office at 2 N. LaSalle Street, Suite 1615, Chicago, IL 60602, party of the second part, hereinafter referred to as TENANT.
NEUTRAL TANDEM, INC. FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This First Amendment to Stock Purchase Agreement, dated as of November 19, 2004 (the “Amendment”), is entered into by and among Neutral Tandem, Inc., a Delaware corporation (the “Company”) and the other parties signatory hereto.
NEUTRAL TANDEM, INC. SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This Second Amendment to Stock Purchase Agreement, dated as of June 17, 2005 (the “Amendment”), is entered into by and among Neutral Tandem, Inc., a Delaware corporation (the “Company”) and the other parties signatory hereto.
NEUTRAL TANDEM, INC.Observation Rights Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
This letter will confirm our agreement that effective upon the purchase by you and two of your affiliated entities (collectively, the “Montagu Entities”) of 477,487 shares of Series C Convertible Preferred Stock of Neutral Tandem, Inc. (the “Company”), and for so long as the Montagu Entities (or entities affiliated with the Montagu Entities) continue to own 50% of such shares, you will be entitled to the following board observation rights, in addition to rights to certain non-public financial information, inspection rights and other rights that you may be entitled to pursuant to the Stock Purchase Agreement and Second Amended and Restated Stockholders’ Agreement among the Company and the investor parties thereto, each dated as of the date hereof:
NEUTRAL TANDEM, INC. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENTProprietary Information and Inventions Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
In consideration of my employment or continued employment, as the case may be, by Neutral Tandem, Inc. (the “Company”), I, the undersigned employee, hereby agree with the Company as follows:
NEUTRAL TANDEM, INC. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated as of October 31, 2006 (the “Amendment”) is entered into by and among Neutral Tandem, Inc., a Delaware corporation (the “Company”) and the other parties signatory hereto.
NEUTRAL TANDEM, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 19, 2004, is entered into by and among Neutral Tandem, Inc., a Delaware corporation (the “Company”), and the parties whose names are listed on Exhibit A hereto (the “Investors”). Certain capitalized terms used herein are defined in Section 10 of this Agreement.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
This Intellectual Property Security Agreement (this “Agreement”) is made as of May 28, 2004, by and between NEUTRAL TANDEM, INC., a Delaware corporation (“Grantor”), and VENTURE LENDING & LEASING IV, INC., a Maryland corporation (“Secured Party”).
NEUTRAL TANDEM, INC. FIRST AMENDMENT to AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
THIS FIRST AMENDMENT to the Amended and Restated Restricted Stock Agreement (“First Amendment”), dated as of March 1, 2005 is made to the Amended and Restated Restricted Stock Agreement (the “Amended RSA”), dated as of November 26, 2003, by and among Neutral Tandem, Inc., a Delaware corporation (the “Company”), Ronald W. Gavillet and Salomon Smith Barney as IRA Custodian FBO Ronald W. Gavillet (collectively, the “Stockholder”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Amended RSA.
NEUTRAL TANDEM, INC. Two North LaSalle Street Suite 1615 Chicago, IL 60602 November 26, 2003Management Rights Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
This letter will confirm our agreement that effective upon your purchase of 3,700,000 shares of Series A Convertible Preferred Stock of Neutral Tandem, Inc. (the “Company”), you will be entitled to the following contractual management rights, in addition to rights to certain non-public financial information, inspection rights and other rights that you may be entitled to pursuant to the Series A Convertible Preferred Stock Purchase Agreement:
NEUTRAL TANDEM, INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This Amendment No. 2 to Amended and Restated Restricted Stock Agreement (the “Amendment”) is made as of June 10, 2005 (the “Effective Date”), by and between Neutral Tandem, Inc., a Delaware corporation (the “Company”), and Ronald W. Gavillet and Salomon Smith Barney as IRA Custodian FBO Ronald W. Gavillet (collectively, the “Stockholder”).
AMENDMENT to INTERCONNECTION AGREEMENTSInterconnection Agreements • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
THIS AMENDMENT (this “Amendment”), effective as of August 1, 2006 (the “Effective Date”)(the terms of which originally were effective as of November 1, 2004), amends each of the Interconnection Agreements (the “Interconnection Agreements”) by and between each of the Verizon incumbent local exchange carrier (“ILEC”) affiliates (individually and collectively “Verizon” or the “Verizon Parties”) and each of the AT&T wireline competitive local exchange carrier (“CLEC”) affiliates (individually and collectively “AT&T” or the “AT&T Parties”; Verizon and AT&T are referred to herein individually as a “Party” and collectively as the “Parties”), but only to the extent the Interconnection Agreements referenced directly below were not already amended to address the same intercarrier compensation (including, without limitation, reciprocal compensation), interconnection architecture and related matters set forth herein. Attachment 1 hereto lists, to the best of the Parties’ knowledge, the Interconnec
NEUTRAL TANDEM, INC.Observation Rights Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone)
This letter will confirm our agreement that effective upon your purchase of shares of Series B-1 Convertible Preferred Stock of Neutral Tandem, Inc. (the “Company”), and for so long as you continue to own 50% of such shares, you will be entitled to the following board observation rights, in addition to rights to certain non-public financial information, inspection rights and other rights that you may be entitled to pursuant to the Stock Purchase Agreement and Stockholders’ Agreement among the Company and the investor parties thereto, each dated as of the date hereof:
NEUTRAL TANDEM, INC. VOTING AGREEMENTVoting Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made November 19, 2004, among Neutral Tandem, Inc. (“NTI”), a Delaware corporation and those stockholders of NTI listed on Exhibit A, hereof (the “Stockholders”).
NEUTRAL TANDEM, INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2007 • Neutral Tandem Inc • Telephone communications (no radiotelephone) • Delaware
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 2, 2006, by and among Neutral Tandem, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule 1 hereto (the “Investors”), and the existing stockholders of the Company listed on Schedule 2 hereto (the “Common Holders”, and, collectively with the Investors, the “Stockholders”)
