Ibasis Inc Sample Contracts

Ibasis Inc – THIRD AMENDED AND RESTATED BYLAWS (December 23rd, 2009)
Ibasis Inc – RESTATED CERTIFICATE OF INCORPORATION OF IBASIS, INC. (December 23rd, 2009)

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, postal code 19801. The name of its registered agent is The Corporation Trust Company.

Ibasis Inc – AMENDMENT TO RIGHTS AGREEMENT (November 27th, 2009)

THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of November 25, 2009, between iBasis, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), with respect to the following:

Ibasis Inc – SETTLEMENT AGREEMENT dated as of November 23, 2009 among iBasis, Inc., KPN B.V., Celtic ICS Inc., and Koninklijke KPN N.V. (November 23rd, 2009)

SETTLEMENT AGREEMENT (this “Agreement”) dated as of November 23, 2009 among iBasis, Inc., a Delaware corporation (the “Company”), Koninklijke KPN N.V, a public company incorporated under the laws of The Netherlands (“Parent”), KPN B.V., a private limited liability company organized under the laws of The Netherlands and a wholly owned subsidiary of Parent (“Purchaser”), and Celtic ICS Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser (“Merger Subsidiary”).

Ibasis Inc – KPN AND iBASIS REACH AGREEMENT ON TENDER OFFER (November 23rd, 2009)

November 23, 2009, The Hague, The Netherlands and Burlington, MA - KPN B.V. (“KPN”) and iBasis, Inc. (NASDAQ: IBAS) (“iBasis”) today announced that they have entered into a settlement agreement under which KPN will make a last and final increase of its offer for the outstanding shares in iBasis not otherwise held by KPN to $3.00 per share in cash. The Special Committee of iBasis’s Board of Directors has unanimously approved the agreement and recommends that iBasis stockholders tender their shares in KPN’s tender offer.

Ibasis Inc – 2010-2014 Projections - Statement of Profit and Loss (USD, rounded to millions) 2010 2011 2012 2013 2014 Minutes 23,898.0 29,077.3 34,515.9 40,245.6 46,302.2 ARPM 0.0510 0.0477 0.0446 0.0417 0.0389 Total Revenue $ 1,219.9 $ 1,388.1 $ 1,540.1 $ 1,677.8 $ 1,803.0 Total Cost of Revenue 1,068.3 1,210.5 1,333.1 1,439.7 1,531.9 Gross Profit 151.6 177.6 207.0 238.1 271.1 Gross Margin % 12.4% 12.8% 13.4% 14.2% 15.0% Gross Profit / minute 0.0063 0.0061 0.0060 0.0059 0.0059 Total Operating Expenses 98.1 108.6 118.9 130.0 141.1 Adjusted EBITDA* 53.5 69.0 88.1 108.0 130.0 Adjusted EBITDA % * 4.4% 5.0% 5.7 (November 5th, 2009)
Ibasis Inc – FOURTH LOAN MODIFICATION AGREEMENT (October 26th, 2009)

This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of as of the Fourth Loan Modification Effective Date, by and between SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and IBASIS, INC., a Delaware corporation with offices at 20 Second Avenue, Burlington, Massachusetts 01803 (“Borrower”).

Ibasis Inc – iBasis Shareholders: Reject KPN’s Grossly Inadequate Offer iBasis’ Significant Value Proposition Our Roadmap To Value Creation 5 Strong Core Business Significant Outsourcing Opportunity Positioned to Consolidate One of the world’s largest international carriers in a market that favors scale One of the world’s largest VoIP network infrastructures Differentiated and patented technology portfolio Large, blue-chip customer base Strong business momentum post KPN integration We believe carriers lack the scale and/or efficiency to compete profitably in the international voice market Outsourcing provi (August 6th, 2009)

The following is an internal presentation prepared by KPN and delivered to iBasis in June, 2009. The presentation sets forth certain projections with respect to iBasis (the “KPN June Projections”). Such projections do not contain definitions for any of its line items or otherwise expressly indicate the method by which certain of the projected information provided therein, such as EBITDA and free cash flow (which are non-GAAP items), was calculated.

Ibasis Inc – RIGHTS AGREEMENT between iBASIS, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of July 30, 2009 (July 30th, 2009)

RIGHTS AGREEMENT, dated as of July 30, 2009 (this “Agreement”), between iBasis, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”).

Ibasis Inc – CERTIFICATE OF DESIGNATION, PREFERENCES, AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of iBASIS, INC. (July 30th, 2009)

Pursuant to Section 151 of the General Corporation Law of the State of Delaware, iBasis, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

Ibasis Inc – IBASIS, INC. SECTION 409A POLICIES AND PROCEDURES (March 13th, 2009)

THESE POLICIES AND PROCEDURES apply to and amend all plans, agreements and arrangements by and between iBasis, Inc. (the “Corporation”) and any employee that are or could be subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which have not previously been amended to comply with Section 409A in a manner that conflicts with the provisions herein (collectively, the “Agreements”). These policies and procedures are made by the undersigned pursuant to authority delegated by the Compensation Committee of the Board of Directors of the Corporation, effective as of December 31, 2008.

Ibasis Inc – 2009 Executive Bonus Plan (March 13th, 2009)

Subject to the achievement of a minimum overall Gross Margin Percentage for the full year 2009 (the “Gross Margin Hurdle Amount”), the determination of the actual amount of the annual incentive bonus under the 2009 Executive Bonus Plan to be paid to each such Plan Participant (the “Bonus Payout”) shall be based on two components which shall be given equal weight as follows: i) the Adjusted EBITDA percentage (“EBITDA Percentage”) shall be determined by the percentage achievement of the Adjusted EBITDA amount reflected in the Corporation’s 2009 Annual Financial Plan as approved by the Board of Directors on December 18, 2009 (the “2009 Plan”) such that the EBITDA Percentage increases linearly from zero at zero Adjusted EBITDA to 100% at 100% of Adjusted EBITDA reflected in the 2009 Plan and further, from achievement of Adjusted EBITDA of 100% of the 2009 Plan to Adjusted EBITDA of 150% of the 2009 Plan, the EBITDA Percentage increases linearly from 100% to 200%, ii) the Free Cash Flow per

Ibasis Inc – THIRD LOAN MODIFICATION AGREEMENT (March 13th, 2009)

This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of January 26, 2009 and is effective as of the Third Loan Modification Effective Date, by and between SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and IBASIS, INC., a Delaware corporation with offices at 20 Second Avenue, Burlington, Massachusetts 01803 (“Borrower”).

Ibasis Inc – SECOND LOAN MODIFICATION AGREEMENT (October 6th, 2008)

EXHIBIT 99.1 SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this "Loan Modification Agreement") is entered into as of the Second Loan Modification Effective Date, by and between SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 ("Bank"), and IBASIS, INC., a Delaware corporation with offices at 20 Second Avenue, Burlington, Massachusetts 01803 ("Borrower"). 1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of October 2, 2007, evidenced by, among other documents, a certain Second Amended

Ibasis Inc – iBasis Reports Second Quarter 2008 Results Company Resumes Growth in Minutes, Revenue and Gross Profit (July 22nd, 2008)

BURLINGTON, Mass.--(BUSINESS WIRE)--iBasis, Inc. (NASDAQ: IBAS), a KPN affiliate, today announced results for the second quarter ended June 30, 2008.

Ibasis Inc – FIRST LOAN MODIFICATION AGREEMENT (May 2nd, 2008)

EXHIBIT 99.1 FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement (this "Loan Modification Agreement") is entered into as of April 28, 2008, by and between SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 ("Bank"), and IBASIS, INC., a Delaware corporation with offices at 20 Second Avenue, Burlington, Massachusetts 01803 ("Borrower"). 1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of October 2, 2007, evidenced by, among other documents, a certain Second Amended and Restat

Ibasis Inc – 2008 EXECUTIVE BONUS PLAN (March 3rd, 2008)

Exhibit 10.1 2008 EXECUTIVE BONUS PLAN The 2008 Executive Bonus Plan (the "Bonus Plan") covers executive officers, vice presidents and other key employees. The basis for determining bonus payouts under the Bonus Plan is the percentage achievement by iBasis of the Adjusted EBITDA amount reflected in the iBasis, Inc. 2008 Annual Financial Plan (the "Financial Plan") as approved by Board of Directors. The bonus payout will increase linearly from zero bonus at zero Adjusted EBITDA to 100% of the target bonus amount payable upon achievement of 100% of the Adjusted EBITDA under the Financial Plan. By contrast, from achievement of 100% of the Adjusted EBITDA under the Financial Plan up to achievement of 150% of the Adjusted EBITDA under the Financial Plan, the bonus payout will increase linearly from 100% of the target bonus amount to 200% of the 2008 target bonus amount. Bonus payouts under the

Ibasis Inc – iBasis Reports Fourth Quarter 2007 Financial Results Company Expands Gross Profit, Gross Margin, and Adjusted EBITDA Sequentially on Strength of Merger Integration Progress and Synergies (February 4th, 2008)

BURLINGTON, Mass.--(BUSINESS WIRE)--iBasis, Inc. (NASDAQ: IBAS), a KPN affiliate, today announced results for the fourth quarter ended December 31, 2007.

Ibasis Inc – FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IBASIS, INC. (December 21st, 2007)

iBasis, Inc. (the “CORPORATION”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “GENERAL CORPORATION LAW”), hereby certifies as follows:

Ibasis Inc – AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED BY-LAWS OF iBASIS, INC. (November 14th, 2007)
Ibasis Inc – iBASIS, INC. Stock Option Grant Notice Stock Option Grant under the Company's 2007 Stock Plan (November 9th, 2007)
Ibasis Inc – SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (October 9th, 2007)

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date by and between SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and IBASIS, INC., a Delaware corporation with offices located at 20 Second Avenue, Burlington, Massachusetts 01803 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank and amends and restates in its entirety a certain Amended and Restated Loan and Security Agreement dated as of December 29, 2003 entered into by and between Bank and Borrower, as amended. The parties agree as follows:

Ibasis Inc – IBASIS, INC. SECOND AMENDED AND RESTATED BY-LAWS (October 5th, 2007)
Ibasis Inc – Contract (October 5th, 2007)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2007, between IBASIS, INC., a Delaware corporation (the “Company”), and KPN B.V., a private limited liability company with its registered office at Maanplein 55, The Hague, and incorporated under the laws of the Netherlands (“Purchaser”).

Ibasis Inc – IBASIS, INC. 2007 STOCK PLAN (October 3rd, 2007)
Ibasis Inc – AMENDMENT NO. 3 TO SHARE PURCHASE AND SALE AGREEMENT (August 7th, 2007)

AMENDMENT NO. 3 dated as of August 1, 2007 (this “Amendment No. 3”), to the Share Purchase and Sale Agreement dated as of June 21, 2006, as amended by Amendment No. 1 dated as of December 18, 2006 and Amendment No. 2 dated as of April 26, 2007 (the “Agreement”), between IBASIS, INC., a Delaware corporation (“Seller”) and KPN B.V., (formerly KPN Telecom B.V.) a private limited liability company with its registered office at Maanplein 55, The Hague, and incorporated under the laws of the Netherlands (“Purchaser”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Agreement.

Ibasis Inc – 2007 EXECUTIVE OFFICER BONUS PLAN (June 28th, 2007)

The basis for determining actual payouts under the bonus plan is the budgeted corporate net income per the 2007 budget plan presented to the Board of Directors (the 2007 Plan). The payout will be linear up to 100% of the net income in the 2007 budget plan, so that 100% of the target bonus amounts will be paid at 100% achievement of the net income in the 2007 budget plan. From 100% of the net income in the 2007 budget plan up to 150% of the net income in the 2007 budget plan, the payout will increase linearly from 100% of the 2007 target bonus amount to 200% of the 2007 target bonus amount. The payout under the 2007 bonus plan is capped at 200%. The actual bonus payments under such awards may, at the discretion of the Compensation Committee of the Board of Directors, be less than or greater than the target amounts, depending on the Corporation’s business performance, and performance of individuals, regardless of whether the goals upon which such bonuses are based are achieved.

Ibasis Inc – AMENDMENT NO. 2 TO SHARE PURCHASE AND SALE AGREEMENT (April 27th, 2007)

Exhibit 10.1 AMENDMENT NO. 2 TO SHARE PURCHASE AND SALE AGREEMENT AMENDMENT NO. 2 dated as of April 26, 2007 (the "Amendment"), to the Share Purchase and Sale Agreement dated as of June 21, 2006, as amended by Amendment No. 1 dated as of December 18, 2006 (the "Agreement"), between IBASIS, INC., a Delaware corporation ("Seller") and KPN B.V., (formerly KPN Telecom B.V.) a private limited liability company with its registered office at Maanplein 55, The Hague, and incorporated under the laws of the Netherlands ("Purchaser"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. WHEREAS, Seller and Purchaser entered into that certain Agreement on June 21, 2006; WHEREAS, Seller and Purchaser amended the Agreement on December 18, 2006, to confirm access to certain information of Seller and extend the

Ibasis Inc – AMENDMENT NO. 2 TO SHARE PURCHASE AND SALE AGREEMENT (April 27th, 2007)

Exhibit 10.1 AMENDMENT NO. 2 TO SHARE PURCHASE AND SALE AGREEMENT AMENDMENT NO. 2 dated as of April 26, 2007 (the "Amendment"), to the Share Purchase and Sale Agreement dated as of June 21, 2006, as amended by Amendment No. 1 dated as of December 18, 2006 (the "Agreement"), between IBASIS, INC., a Delaware corporation ("Seller") and KPN B.V., (formerly KPN Telecom B.V.) a private limited liability company with its registered office at Maanplein 55, The Hague, and incorporated under the laws of the Netherlands ("Purchaser"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. WHEREAS, Seller and Purchaser entered into that certain Agreement on June 21, 2006; WHEREAS, Seller and Purchaser amended the Agreement on December 18, 2006, to confirm access to certain information of Seller and extend the

Ibasis Inc – AMENDMENT NO.1 TO SHARE PURCHASE AND SALE AGREEMENT (December 18th, 2006)

Exhibit 10.1 Execution Copy AMENDMENT NO.1 TO SHARE PURCHASE AND SALE AGREEMENT AMENDMENT NO. I dated as of December 18, 2006 (the "Amendment"), to the Share Purchase and Sale Agreement dated as of June 21, 2006 (the "Agreement"), between IBASIS, INC., a Delaware corporation ("Seller") and KPN TELECOM B.V., a private limited liability company with its registered office at Maanplein 55, The Hague, and incorporated under the laws of the Netherlands ("Purchaser"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. WHEREAS, Seller and Purchaser entered into that certain Agreement on June 21, 2006; and WHEREAS, pursuant to Section 10.13 of the Agreement, Seller and Purchaser desire to amend the Agreement to confirm access to certain

Ibasis Inc – AMENDMENT NO.1 TO SHARE PURCHASE AND SALE AGREEMENT (December 18th, 2006)

Exhibit 10.1 Execution Copy AMENDMENT NO.1 TO SHARE PURCHASE AND SALE AGREEMENT AMENDMENT NO. I dated as of December 18, 2006 (the "Amendment"), to the Share Purchase and Sale Agreement dated as of June 21, 2006 (the "Agreement"), between IBASIS, INC., a Delaware corporation ("Seller") and KPN TELECOM B.V., a private limited liability company with its registered office at Maanplein 55, The Hague, and incorporated under the laws of the Netherlands ("Purchaser"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. WHEREAS, Seller and Purchaser entered into that certain Agreement on June 21, 2006; and WHEREAS, pursuant to Section 10.13 of the Agreement, Seller and Purchaser desire to amend the Agreement to confirm access to certain

Ibasis Inc – SHARE PURCHASE AND SALE AGREEMENT between IBASIS, INC. and KPN TELECOM B.V. Dated as of June 21, 2006 (August 9th, 2006)

SHARE PURCHASE AND SALE AGREEMENT dated as of June 21, 2006 (together with all exhibits and schedules hereto, this "Agreement"), between IBASIS, INC., a Delaware corporation ("Seller"), and KPN TELECOM B.V., a private limited liability company with its registered office at Maanplein 55, The Hague, and incorporated under the laws of the Netherlands ("Purchaser");

Ibasis Inc – 2006 EXECUTIVE OFFICER BONUS PLAN The proposed bonus plan covers executive officers. (March 16th, 2006)

The basis for the bonus plan is the XXXXXXX per the plan presented to the Board of Directors on Nov. 10, 2005 (the 2006 Plan). The payout will be linear up to XXX% of the XXXXXXXXXXXXXXX in the 2006 Plan, so XXX% of the bonus plan will be paid at XXX% of the XXXXXXXXXXXXXXX in the 2006 plan. From XXX% of the XXXXXXXXXXXXXXX in the 2006 Plan up to XXX% of the XXXXXXXXXXXXXXX in the plan, the payout will increase linearly from 100% of the bonus plan to 200% of the bonus plan. The plan is capped at 200%. The actual bonus payments under such awards may, at the discretion of the Compensation Committee, be less than or greater than the target amounts, depending on the Corporation’s business performance, and performance of individuals, regardless of whether the goals upon which such bonuses are based are achieved.

Ibasis Inc – December 13, 2005 Timothy P. Enright Groton, MA 01450 (March 16th, 2006)

On behalf of iBasis, Inc. (iBasis), it is a pleasure to extend to you an offer of employment as Senior Vice President, Retail. In this position you will be assigned to our Burlington, Massachusetts, office and you will report to Ofer Gneezy, President & Chief Executive Officer.

Ibasis Inc – iBasis Announces Redemption of its 6 3/4% Convertible Subordinated Notes (August 19th, 2005)

Exhibit 99.1 iBasis Announces Redemption of its 6 3/4% Convertible Subordinated Notes BURLINGTON, Mass.--(BUSINESS WIRE)--Aug. 16, 2005--iBasis, Inc. (OTCBB: IBAS), a leader in international long distance, VoIP, and prepaid calling cards, announced today it will redeem all of its outstanding 6 3/4% Convertible Subordinated Notes due June 2009. The redemption date will be September 6, 2005. The aggregate principal amount of Notes outstanding is $32,599,000. The redemption price will be $1,000.00 plus accrued interest up to but not including the redemption date for each $1,000.00 Note principal amount. The redemption of the Notes will be funded from existing cash, cash equivalents and short-term marketable investments. Holders of the Notes will be notified by the Trustee, The Bank of New York, of specific instructions regarding redemption of the Notes. Holders have the right to convert their Notes into