Supplement to Warrant Agreement between Neutral Tandem, Inc. and Venture Lending & Leasing IV, LLC (January 18, 2006)

Summary

This supplement confirms the number of shares and exercise price under a warrant originally issued by Neutral Tandem, Inc. to Venture Lending & Leasing IV, LLC. The holder is now entitled to purchase 21,885 shares of Series B-2 Preferred Stock at $6.2829 per share, based on the final amount drawn under a related promissory note. The terms of the original warrant remain in effect, and the share amount and price may still be adjusted as specified in the warrant agreement.

EX-4.12 4 dex412.htm SUPPLEMENT TO WARRANT DATED JANUARY 18, 2006 Supplement to Warrant dated January 18, 2006

Exhibit 4.12

One South Wacker, Suite 200

Chicago, IL 60606

phone ###-###-####

fax ###-###-####

EXHIBIT A

Reference is hereby made to that certain Warrant dated December 20, 2004, issued by NEUTRAL TANDEM, INC., a Delaware corporation (the “Company”), to VENTURE LENDING & LEASING IV, LLC, a Delaware limited liability company (the “Holder”).

The Warrant provides that the actual number of shares of the Company’s capital stock issuable upon exercise of the Warrant and the initial exercise price per share are to be determined by reference to one or more events or conditions subsequent to the issuance of the Warrant. Such events or conditions have now occurred or lapsed, and the Company wishes to confirm the actual number of shares issuable and the initial exercise price. The provisions of this Supplement to Warrant are incorporated into the Warrant by this reference, and shall control the interpretation and exercise of the Warrant.

Notice is hereby given pursuant to Section 4.5 of the Warrant that the following adjustment(s) have been made to the Warrant: The final amount drawn under the related Promissory Note dated August 5, 2005 was $2,750,000. The warrant is adjusted to reflect the calculation detailed in the Warrant to Purchase Certain Shares of The Capital Stock of Neutral Tandem, Inc.

This certifies that the Holder is entitled to purchase from the Company twenty-one thousand eight hundred eighty five (21,885 ) fully paid and nonassessable shares of the Company’s Series B-2 Preferred Stock at a price of Six and 2,829/10,000 Dollars ($6,2829) per share (the “Stock Purchase Price”). The Stock Purchase Price and the number of shares purchasable under the Warrant remain subject to adjustment as provided in Section 4 of the Warrant.

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Executed this 18th day of January, 2006.

 

NEUTRAL TANDEM, INC.
By:   /s/ Robert M. Junkroski
Name:   Robert M. Junkroski
Title:   Chief Financial Officer