American Telecom Services Inc Sample Contracts

American Telecom Services Inc – Contract (February 16th, 2007)

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 8045 Leesburg Pike, Suite 300, 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 (“New Telephones” and/or “New Telephone”) to be reviewed and approved by SP from time to time as further outlined herein. Such approval shall be subject to the certification process and requirements as set forth in Appendix F herein. SP provides Internet Phone services

American Telecom Services Inc – Contract (February 5th, 2007)

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR APPLICABLE STATE SECURITIES LAWS.

American Telecom Services Inc – REGISTRATION RIGHTS AGREEMENT (February 5th, 2007)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 30, 2007, by and between American Telecom Services, Inc., (the “Company”), and each purchaser of securities of the Company pursuant to a Subscription Agreement (as defined below) (each a “Purchaser” and collectively, the “Purchasers”), a list of which is attached hereto as Annex A. This Agreement is made pursuant to Subscription Agreements by and between the Company and each Purchaser (the “Subscription Agreement”), submitted in accordance with and subject to the terms and conditions described in the Subscription Agreement, including all documents incorporated by reference therein and all attachments, schedules and exhibits thereto, relating to the offering (the “Offering”) by the Company (i) of its 8% Series A Cumulative Convertible Preferred Stock, par valu

American Telecom Services Inc – AMERICAN TELECOM SERVICES, INC. CERTIFICATE OF DESIGNATION 5,000 SHARES OF 8% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK (February 5th, 2007)

AMERICAN TELECOM SERVICES, INC. (the “Corporation”), a corporation organized and existing under the laws of the General Corporation Law of the State of Delaware, hereby certifies that on January 19, 2007, the following resolutions were adopted by the Board of Directors of the Corporation pursuant to authority of the Board of Directors as required by Section 151 of the General Corporation Law (the “DGCL”) of the State of Delaware:

American Telecom Services Inc – American Telecom Services Announces Financial Results for First Quarter of Fiscal 2007 (November 15th, 2006)

City of Industry, California, November 14, 2006 - American Telecom Services Inc. (AMEX: TES), a provider of converged communications solutions today announced financial results for the first fiscal quarter ended September 30, 2006.

American Telecom Services Inc – EMPLOYMENT AGREEMENT (the “Agreement”) dated February 6, 2006 (the “Effective Time”) by and between ADAM SOMER, an individual (the “Employee”), and AMERICAN TELECOM SERVICES, INC., a Delaware corporation (the “Company”). (September 28th, 2006)

NOW, THEREFORE, in consideration of their mutual promises and agreements and subject to the terms and conditions set forth below, the parties agree as follows:

American Telecom Services Inc – EMPLOYMENT AGREEMENT (the “Agreement”) dated February 6, 2006 (the “Effective Time”) by and between BRUCE LAYMAN, an individual (the “Employee”), and AMERICAN TELECOM SERVICES, INC., a Delaware corporation (the “Company”). (September 28th, 2006)

NOW, THEREFORE, in consideration of their mutual promises and agreements and subject to the terms and conditions set forth below, the parties agree as follows:

American Telecom Services Inc – EMPLOYMENT AGREEMENT (the “Agreement”) dated February 6, 2006 (the “Effective Time”) by and between BRUCE HAHN, an individual (the “Employee”), and AMERICAN TELECOM SERVICES, INC., a Delaware corporation (the “Company”). (September 28th, 2006)

NOW, THEREFORE, in consideration of their mutual promises and agreements and subject to the terms and conditions set forth below, the parties agree as follows:

American Telecom Services Inc – LEASE AGREEMENT CONCOURSE ATLANTA, GEORGIA (September 28th, 2006)

THIS LEASE AGREEMENT (this “Lease”), made this 21st day of December, 2005, by and between 485 PROPERTIES, LLC (“Landlord”), a Delaware limited liability company, which has as its address for all purposes hereunder as follows:

American Telecom Services Inc – EMPLOYMENT AGREEMENT (the “Agreement”) dated February 6, 2006 (the “Effective Time”) by and between YU WEN CHING, an individual (the “Employee”), and AMERICAN TELECOM SERVICES, INC., a Delaware corporation (the “Company”). (September 28th, 2006)

NOW, THEREFORE, in consideration of their mutual promises and agreements and subject to the terms and conditions set forth below, the parties agree as follows:

American Telecom Services Inc – Kaufman Brothers Investor Conference September 2006 (September 7th, 2006)

During today's presentation we will be making both historical and forward-looking statements in order to help you better understand our business. These forward looking statements include references to our plans, intentions, expectations, beliefs, strategies and objectives. Any forward-looking statements speak only as of today's date. In addition, these forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those stated or implied by the forward-looking statements. The risks and uncertainties associated with our business are highlighted in our filings with the SEC.

American Telecom Services Inc – AMERICAN TELECOM TO ROLLOUT PAY N' TALK(TM) TELECOM LONG DISTANCE SERVICE BUNDLED WITH DIGITAL CORDLESS PHONES IN SEARS STORES NATIONWIDE Company Contact: Bruce Hahn, CEO (310) 871-9904 Investor Contact: Matt Hayden, Hayden Communications (858) 704-5059 matt@haydenir.com FOR IMMEDIATE RELEASE City of Industry, California, April 18, 2006 - American Telecom Services Inc. (AMEX:TES), a leading provider of Digital Cordless Multi Handset Home phones bundled with services, announced the launch of its initial program to sell home phones bundled with its proprietary Pay N' Talk prepaid residential lon (April 20th, 2006)
American Telecom Services Inc – [LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL LLP] (February 1st, 2006)

In our capacity as counsel to American Telecom Services, Inc., a Delaware corporation (the “Company”), we have been asked to render this opinion in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-1 (the “462(b) Registration Statement”), which is being filed contemporaneously herewith pursuant to Rule 462(b) under the Securities Act, relating to the Company’s earlier effective registration statement, as amended, for the same offering on Form S-1 (File No. 333-129361) (the “Initial Registration Statement”). The 462(b) Registration Statement covers up to:

American Telecom Services Inc – [LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL LLP] (January 31st, 2006)

In our capacity as counsel to American Telecom Services, Inc., a Delaware corporation (the “Company”), we have been asked to render this opinion in connection with a registration statement on Form S-1, as amended (File No. 333-129361), heretofore filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Registration Statement”), covering up to:

American Telecom Services Inc – CODE OF ETHICS (January 27th, 2006)

American Telecom Services, Inc. (“ATS”) expects all of its employees, including its principal executive officer, principal financial officer and principal accounting officer, as well as the members of its board of directors, to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities, to comply with all applicable laws, rules and regulations, to deter wrongdoing and to abide by other policies and procedures adopted by ATS that govern the conduct of its employees and directors. This Code of Ethics is intended to supplement any other policies and procedures adopted by ATS.

American Telecom Services Inc – IDT Puerto Rico & Co. 5108 Ganges Street, El Paraiso Industrial Park, Rio Piedras, Puerto Rico 00926 P (787) 620-0440 F (787) 620-0431 (January 27th, 2006)

This Letter Agreement (“Agreement”), effective as of the date executed by the last to sign of the parties (“Effective Date”), between IDT Puerto Rico & Co. (“IDT”), a Puerto Rico corporation, located at Ganges Plaza, 108 Ganges Street, El Paraiso Industrial Park, Rio Piedras, Puerto Rico 00926, and American Telecom Services Corporation a Delaware corporation (“Customer”) located at 1191 Huntington Drive, Suite 311, Duarte CA 91010-2400 memorializes the obligations of the parties in connection with cordless landline telephone sets including a pre-programmed prepaid residential service account button (“Telephones”) provided by Customer. IDT, through one or more of its Affiliates, provides long distance telecommunication and debit platform services, customer services and wholesale minutes (“Services”) to support prepaid long distance telecommunication services accounts (“Account” or “Accounts”). Customer desires to purchase Accounts from IDT with such Services. The Telephones shall be lin

American Telecom Services Inc – Contract (January 27th, 2006)

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

American Telecom Services Inc – MARKETING AND CONSULTING AGREEMENT (January 13th, 2006)

This Marketing and Consulting Agreement (this “Agreement”) dated                     , 2006 is entered into by and between Future Marketing, LLC, a Delaware limited liability company (“Future”), and American Telecom Services, Inc., a Delaware corporation (the “Company”), and effective as of the date of the consummation of the initial public offering of the Company’s stock (the “Effective Time”).

American Telecom Services Inc – [LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL LLP] (January 13th, 2006)

In our capacity as counsel to American Telecom Services, Inc., a Delaware corporation (the “Company”), we have been asked to render this opinion in connection with a registration statement on Form S-1, as amended (File No. 333-129361), heretofore filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Registration Statement”), covering up to:

American Telecom Services Inc – INDEMNIFICATION AGREEMENT (the “Agreement”) dated [ ] , 2006 (the “Agreement Date”) by and between AMERICAN TELECOM SERVICES, INC., a Delaware corporation (including any successors thereto, the “Company”) and [ ] (“Indemnitee”). (January 13th, 2006)

Competent and experienced persons are reluctant to serve or to continue to serve corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or indemnification (or both) against claims and actions against them arising out of their service to, and activities on behalf of, those corporations.

American Telecom Services Inc – EMPLOYMENT AGREEMENT (January 13th, 2006)

This Employment Agreement (this “Agreement”) dated             , 2006 is entered into by and between                     , an individual (the `Employee”), and American Telecom Services, Inc., a Delaware corporation (the “Company”), and effective as of the date of the consummation of the initial public offering of the Company’s stock (the “Effective Time”).

American Telecom Services Inc – [LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL LLP] (December 20th, 2005)

In our capacity as counsel to American Telecom Services, Inc., a Delaware corporation (the “Company”), we have been asked to render this opinion in connection with a registration statement on Form S-1, as amended (File No. 333-129361), heretofore filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Registration Statement”), covering up to:

American Telecom Services Inc – ASSIGNMENT AGREEMENT (December 20th, 2005)

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”).

American Telecom Services Inc – IDT Puerto Rico & Co. 5108 Ganges Street, El Paraiso Industrial Park, Rio Piedras, Puerto Rico 00926 P (787) 620-0440 F (787) 620-0431 (December 20th, 2005)

This Letter Agreement (“Agreement”), effective as of the date executed by the last to sign of the parties (“Effective Date”), between IDT Puerto Rico & Co. (“IDT”), a Puerto Rico corporation, located at Ganges Plaza, 108 Ganges Street, El Paraiso Industrial Park, Rio Piedras, Puerto Rico 00926, and American Telecom Services Corporation a Delaware corporation (“Customer”) located at 1191 Huntington Drive, Suite 311, Duarte CA 91010-2400 memorializes the obligations of the parties in connection with cordless landline telephone sets including a pre-programmed prepaid residential service account button (“Telephones”) provided by Customer. IDT, through one or more of its Affiliates, provides long distance telecommunication and debit platform services, customer services and wholesale minutes (“Services”) to support prepaid long distance telecommunication services accounts (“Account” or “Accounts”). Customer desires to purchase Accounts from IDT with such Services. The Telephones shall be lin

American Telecom Services Inc – SERVICES AND DISTRIBUTION AGREEMENT (December 20th, 2005)

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”).

American Telecom Services Inc – Trust Account Agreement (December 20th, 2005)

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.

American Telecom Services Inc – CIT COMMERCIAL SERVICES (December 20th, 2005)

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”).

American Telecom Services Inc – FORM OF EMPLOYMENT AGREEMENT (December 20th, 2005)

This Employment Agreement (this “Agreement”) dated December __, 2005 is entered into by and between _________, an individual (the “Employee”), and American Telecom Services, Inc., a Delaware corporation (the “Company”), and effective as of the date of the consummation of the initial public offering of the Company’s stock (the “Effective Time”).

American Telecom Services Inc – SALES CONTRACT (December 20th, 2005)
American Telecom Services Inc – FINANCIAL ADVISORY AGREEMENT (November 1st, 2005)

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”).

American Telecom Services Inc – Contract (November 1st, 2005)

THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED.

American Telecom Services Inc – CIT COMMERCIAL SERVICES (November 1st, 2005)

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”).

American Telecom Services Inc – IDT Puerto Rico & Co. 5108 Ganges Street, El Paraiso Industrial Park, Rio Piedras, Puerto Rico 00926 P (787) 620-0440 F (787) 620-0431 (November 1st, 2005)

This Letter Agreement (“Agreement”), effective as of the date executed by the last to sign of the parties (“Effective Date”), between IDT Puerto Rico & Co. (“IDT”), a Puerto Rico corporation, located at Ganges Plaza, 108 Ganges Street, El Paraiso Industrial Park, Rio Piedras, Puerto Rico 00926, and American Telecom Services Corporation a Delaware corporation (“Customer”) located at 1191 Huntington Drive, Suite 311, Duarte CA 91010-2400 memorializes the obligations of the parties in connection with cordless landline telephone sets including a pre-programmed prepaid residential service account button (“Telephones”) provided by Customer. IDT, through one or more of its Affiliates, provides long distance telecommunication and debit platform services, customer services and wholesale minutes (“Services”) to support prepaid long distance telecommunication services accounts (“Account” or “Accounts”). Customer desires to purchase Accounts from IDT with such Services. The Telephones shall be lin

American Telecom Services Inc – Audit Committee Charter (November 1st, 2005)

Organization. This charter governs the operations of the Audit Committee (the “Committee”) of American Telecom Services, Inc. (the “Company”). The Committee shall review and reassess the charter at least annually and recommend any changes to the charter to the full Board of Directors of the Company (the “Board”). The Committee shall be comprised of at least three directors determined by the Board to meet the independence and financial literacy requirements of The Nasdaq Stock Market, Inc. and applicable federal law. Appointment to the Committee, including the designation of the Chair of the Committee and designation of any Committee members as “audit committee financial experts,” shall be made on an annual basis by the full Board.

American Telecom Services Inc – SERVICES AND DISTRIBUTION AGREEMENT (November 1st, 2005)

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”).