Independent Wireless One Corp Sample Contracts

Independent Wireless One Corp – STOCK INCENTIVE PLAN (July 9th, 2001)

Exhibit 10.15 IWO HOLDINGS, INC. STOCK INCENTIVE PLAN (AS AMENDED ON MAY 31, 2001) 1. Establishment and Purpose of the Plan. This Management Stock Incentive Plan (the "Plan") is established by IWO Holdings, Inc., a Delaware corporation ("Holdings"), as of December 20, 1999. The Plan is designed to enable Holdings to attract, retain and motivate directors, members of the management and certain other officers and key employees of Holdings and its subsidiaries, by providing for or increasing their proprietary interest in Holdings. The Plan provides for the grant of options ("Options") that qualify as incentive stock options ("Incentive Stock Options") under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), as well as Options that do not so qualify ("Non-Qualified Options"), for the grant of stock apprecia

Independent Wireless One Corp – INDENTURE (April 13th, 2001)

Exhibit 4.1 ----------- IWO HOLDINGS, INC. 14% Senior Notes due 2011 INDENTURE Dated as of February 2, 2001 FIRSTAR BANK, N.A. Trustee TABLE OF CONTENTS Page No. -------- ARTICLE I Definitions and Incorporation by Reference SECTION 1.01. Definitions............................................

Independent Wireless One Corp – STOCK INCENTIVE PLAN (April 13th, 2001)

Exhibit 10.15 ------------- IWO HOLDINGS, INC. STOCK INCENTIVE PLAN (AS AMENDED ON SEPTEMBER 18, 2000) 1. Establishment and Purpose of the Plan. This Management Stock Incentive ------------------------------------- Plan (the "Plan") is established by IWO Holdings, Inc., a Delaware corporation ---- ("Holdings"), as of December 20, 1999. The Plan is designed to enable Holdings -------- to attract, retain and motivate directors, members of the management and certain other officers and key employees of Holdings and its subsidiaries, by providing for or increasing their proprietary interest in Holdings. The Plan provides for the grant of options ("Options") that qualify as incentive stock options ------- ("Incentive St

Independent Wireless One Corp – STOCK OPTION AGREEMENT (April 13th, 2001)

Exhibit 10.16.1 --------------- STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of December 20, --------- 1999 (the "Effective Date"), between IWO Holdings, Inc., a Delaware corporation -------------- ("Holdings"), and David Standig (the "Optionee"). -------- -------- RECITALS -------- WHEREAS, Holdings has adopted the IWO Holdings, Inc. Stock Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit 1. ---- WHEREAS, Optionee is an employee of Holdings, and Holdings desires to grant the Optionee the opportunity to acquire a proprietary interest in Holdings to encourage the Optionee's contribution to the

Independent Wireless One Corp – AMENDED AND RESTATED stockholders Agreement (April 13th, 2001)

Exhibit 10.7.1 -------------- AMENDED AND RESTATED stockholders Agreement ------------------------------------------- This Amended and Restated Stockholders Agreement (this "Agreement"), dated --------- as of December 4, 2000, is by and among IWO Holdings, Inc., a Delaware corporation ("Holdings"), the holders of Holdings' Class B Common Stock (or -------- rights thereto) listed on Exhibit A hereto (each individually, a "Class B --------- ------- Stockholder" and, collectively, the "Class B Stockholders"), Paribas North ----------- -------------------- America, Inc., a Delaware corporation ("Paribas"), Investcorp Investment Equity

Independent Wireless One Corp – REGISTRATION RIGHTS AGREEMENT (April 13th, 2001)

Exhibit 4.6 ----------- -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT Dated as of February 2, 2001 Among IWO HOLDINGS, INC. and INDEPENDENT WIRELESS ONE CORPORATION as Issuers, and DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION (an affiliate of Credit Suisse First Boston Corporation), CHASE SECURITIES INC., BNP PARIBAS SECURITIES CORP. and UBS WARBURG LLC

Independent Wireless One Corp – AGREEMENT OF EMPLOYMENT (April 13th, 2001)

Exhibit 10.12.1 --------------- AGREEMENT OF EMPLOYMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), as of April 9, 2000 by and among INDEPENDENT WIRELESS ONE CORPORATION, a Delaware Corporation ("IWO"), IWO Holdings Inc., a Delaware Corporation ("Holdings" and together with IWO the "Corporation") and, STEVEN M. NIELSEN, residing at 2405 Squak Mountain Loop, SW, Issaquah, Washington 98027, hereinafter called the ("Employee"). RECITALS WHEREAS, the Corporation desires to induce and secure the employment of the Employee as Chief Financial Officer and Employee desires to be so employed by the Corporation, beginning as of May 1, 2000 ("Effective Date"). AGREEMENTS 1. Employment and Term. Subject to the provisions for earlier termination

Independent Wireless One Corp – CONSULTING AGREEMENT (April 13th, 2001)

Exhibit 10.17.5 --------------- CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement"), effective as of September 17, 2000, is hereby made by and between INDEPENDENT WIRELESS ONE CORPORATION ("IWO") a Delaware corporation, IWO HOLDINGS INC., a Delaware corporation ("Holdings" and along with its wholly owned subsidiary, IWO, the "Corporation") having an office at 319 Great Oaks Boulevard, Albany, New York, 12203-5971 and Mr. J.K. Hage, III, Esq., 610 Charlotte Street, Utica, New York, 13501 (the "Consultant"). W I T N E S S E T H: -------------------- WHEREAS, Consultant wishes to provide strategic consulting and advisory services to the Corporation on the terms and conditions contained herein and shall make himself available to perform such serv

Independent Wireless One Corp – STOCK OPTION AGREEMENT (April 13th, 2001)

Exhibit 10.16.2 --------------- STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of December 20, --------- 1999 (the "Effective Date"), between IWO Holdings, Inc., a Delaware corporation -------------- ("Holdings"), and John Hart, Jr. (the "Optionee"). -------- -------- RECITALS -------- WHEREAS, Holdings has adopted the IWO Holdings, Inc. Stock Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit 1. ---- WHEREAS, Optionee is an employee of Holdings, and Holdings desires to grant the Optionee the opportunity to acquire a proprietary interest in Holdings to encourage the Optionee's contribution to

Independent Wireless One Corp – STOCK OPTION AGREEMENT (April 13th, 2001)

Exhibit 10.16.3 --------------- STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of March 20, 2000 --------- (the "Effective Date"), between IWO Holdings, Inc., a Delaware corporation -------------- ("Holdings"), and David L. Standig (the "Optionee"). ---------- -------- RECITALS -------- WHEREAS, Holdings has adopted the IWO Holdings, Inc. Stock Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit 1. ---- WHEREAS, Optionee is an employee of Holdings, and Holdings desires to grant the Optionee the opportunity to acquire an additional proprietary interest in Holdings to encourage the Optionee's contribut

Independent Wireless One Corp – STOCK OPTION AGREEMENT (April 13th, 2001)

Exhibit 10.16.6 --------------- STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of September 13, --------- 2000 (the "Effective Date"), between IWO Holdings, Inc., a Delaware corporation -------------- ("Holdings"), and Steven M. Nielsen (the "Optionee"). -------- -------- RECITALS -------- WHEREAS, Holdings has adopted the IWO Holdings, Inc. Stock Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit 1. ---- WHEREAS, Optionee is an employee of Holdings, and Holdings desires to grant the Optionee the opportunity to acquire a proprietary interest in Holdings to encourage the Optionee's contributi

Independent Wireless One Corp – STOCK OPTION AGREEMENT (April 13th, 2001)

Exhibit 10.17.1 --------------- STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of December 20, --------- 1999 (the "Effective Date"), between IWO Holdings, Inc., a Delaware corporation -------------- ("Holdings"), and J.K. Hage, III (the "Optionee"). -------- -------- RECITALS -------- WHEREAS, Holdings has adopted the IWO Holdings, Inc. Stock Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit 1. ---- WHEREAS, Optionee is an employee of Holdings, and Holdings desires to grant the Optionee the opportunity to acquire a proprietary interest in Holdings to encourage the Optionee's contribution to t

Independent Wireless One Corp – LICENSE AGREEMENT (April 13th, 2001)

Exhibit 10.3 ------------ SPRINT TRADEMARK AND SERVICE MARK LICENSE AGREEMENT Between SPRINT COMMUNICATIONS COMPANY, L.P. and INDEPENDENT WIRELESS ONE CORPORATION Dated as of February 9, 1999 SPRINT TRADEMARK AND SERVICE MARK LICENSE AGREEMENT THIS AGREEMENT is made as of the 9th day of February, 1999, by and between Sprint Communications Company, L.P., a Delaware limited partnership, as licensor ("Licensor"), and Independent Wireless One Corporation, a Delaware corporation, as licensee ("Licensee"). Th

Independent Wireless One Corp – STOCK OPTION AGREEMENT (April 13th, 2001)

Exhibit 10.16.4 --------------- STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of March 20, 2000 --------- (the "Effective Date"), between IWO Holdings, Inc., a Delaware corporation -------------- ("Holdings"), and John Hart, Jr. (the "Optionee"). ---------- -------- RECITALS -------- WHEREAS, Holdings has adopted the IWO Holdings, Inc. Stock Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit 1. ---- WHEREAS, Optionee is an employee of Holdings, and Holdings desires to grant the Optionee the opportunity to acquire an additional proprietary interest in Holdings to encourage the Optionee's contribution

Independent Wireless One Corp – WARRANT REGISTRATION RIGHTS AGREEMENT (April 13th, 2001)

Exhibit 10.21 ------------- WARRANT REGISTRATION RIGHTS AGREEMENT by and between IWO HOLDINGS, INC. and DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION (an affiliate of Credit Suisse First Boston Corporation), CHASE SECURITIES INC., BNP PARIBAS SECURITIES CORP. and UBS WARBURG LLC Dated as of February 2, 2001 ______________________________________ 160,000 Warrants Initially Exercisable to Purchase 2,000,040 Shares of Class C Common Stock _________________________

Independent Wireless One Corp – WARRANT AGREEMENT (April 13th, 2001)

Exhibit 10.20 ------------- -------------------------------------------------------------------------------- IWO Holdings, Inc. Warrants to Purchase 2,000,040 Shares of Class C Common Stock WARRANT AGREEMENT Dated as of February 2, 2001 Firstar Bank, N.A. as Warrant Agent -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ----

Independent Wireless One Corp – SECURITY AND CONTROL AGREEMENT (April 13th, 2001)

Exhibit 4.7 ----------- SECURITY AND CONTROL AGREEMENT IWO HOLDINGS, INC., a Delaware corporation (the "Pledgor"), FIRSTAR ------- BANK, N.A., as trustee (in that capacity, the "Trustee") for the registered ------- holders from time to time (the "Holders") of the Notes (as defined herein) ------- issued by the Pledgor under the Indenture referred to below, and FIRSTAR BANK, N.A., as securities intermediary (in that capacity, the "Securities Intermediary"), hereby enter into this SECURITY AND CONTROL AGREEMENT (this "Security Agreement") as of and on February 2, 2001. All references herein to the "UCC" are to the Uniform Commercial Code in effect in the State of New York. Capitalized terms

Independent Wireless One Corp – LICENSE AGREEMENT (April 13th, 2001)

Exhibit 10.4 ------------ SPRINT SPECTRUM TRADEMARK AND SERVICE MARK LICENSE AGREEMENT Between SPRINT SPECTRUM L.P. and INDEPENDENT WIRELESS ONE CORPORATION Dated as of February 9, 1999 SPRINT SPECTRUM TRADEMARK AND SERVICE MARK LICENSE AGREEMENT THIS AGREEMENT is made as of the 9th day of February, 1999, by and between Sprint Spectrum L.P., a Delaware limited partnership, as licensor ("Licensor"), and Independent Wireless One Corporation, a Delaware corporation, as licensee ("Licensee"). The definitions

Independent Wireless One Corp – AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (April 13th, 2001)

Exhibit 10.7.2 -------------- AMENDMENT NO. 1 TO ------------------- AMENDED AND RESTATED STOCKHOLDERS AGREEMENT ------------------------------------------- This Amendment No. 1 (this "Amendment") to the Amended and Restated --------- Stockholders Agreement (the "Stockholders Agreement"), dated as of December 4, ---------------------- 2000, by and among IWO Holdings, Inc., a Delaware corporation ("Holdings"), and -------- the stockholders of Holdings parties thereto (the "Stockholders"), is entered ------------ into as of April 2, 2001. RECIT