SC 13D/A

0000950123-08-018134.txt : 20081222 0000950123-08-018134.hdr.sgml : 20081222 20081222150131 ACCESSION NUMBER: 0000950123-08-018134 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081222 DATE AS OF CHANGE: 20081222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINGER KAREN CENTRAL INDEX KEY: 0001265181 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 201-750-8415 MAIL ADDRESS: STREET 1: 212 VACCARO DRIVE CITY: CRESSKILL STATE: NJ ZIP: 07626 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARBINET THEXCHANGE INC CENTRAL INDEX KEY: 0001136655 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133930916 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80439 FILM NUMBER: 081263620 BUSINESS ADDRESS: STREET 1: 120 ALBANY STREET, TOWER II STREET 2: SUITE 450 CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 BUSINESS PHONE: 7325099100 MAIL ADDRESS: STREET 1: 120 ALBANY STREET, TOWER II STREET 2: SUITE 450 CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 SC 13D/A 1 y73508sc13dza.htm SC 13D/A: AMENDMENT NO. 12 SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 12)*

Arbinet-thexchange, Inc.

(Name of Issuer)

Common Stock
(Title of Class of Securities)

03875 P100
(CUSIP Number)

Karen Singer
212 Vaccaro Drive
Cresskill, NJ 07626
(201) 750-0415
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)

December 19, 2008
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report this acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: o

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

SCHEDULE 13D


CUSIP No.		03875 P100


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) KAREN SINGER


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	UNITED STATES

		7	SOLE VOTING POWER

NUMBER OF			4,241,608

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			4,241,608

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,241,608

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o N/A

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	18.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

This constitutes Amendment No. 12 (the “Amendment No. 12”) to the statement on Schedule 13D, filed on behalf of Karen Singer (“Ms. Singer” and/or the “Reporting Person”), dated March 16, 2007, as amended (the “Statement”), relating to the common stock (the “Common Stock”) of Arbinet-thexchange, Inc., a Delaware corporation (the “Issuer” or “Arbinet”). Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended and restated as follows:

Ms. Singer is the trustee of the Singer Children’s Family Trust (the “Trust”), which was created pursuant to Trust Agreement, dated May 29, 1998 (the “Trust Agreement”). All of the shares of Common Stock of the Issuer reported above were purchased by funds generated and held by Trust. The aggregate amount of funds used for the purchase of these shares was approximately $19,874,404.00.

Item 4. Purpose of the Transaction.

Items 4 of the Statement is hereby amended and restated in its entirety as follows:

The shares of Common Stock of the Issuer covered by this Schedule 13D were acquired for investment purposes. Ms. Singer has previously disclosed the following:

	•		On March 19, 2007, Ms. Singer submitted notice (the “Notice”) to the Issuer, in accordance with the requirements of Issuer’s Second Amended and Restated By-laws and/or the procedures outlined in the Issuer’s most recent proxy statement, dated May 3, 2006, that would enable Ms. Singer to nominate Mr. Shawn O’Donnell, Ms. Jill Thoerle and Mr. Stanley Kreitman to be elected to the Board of Directors of the Issuer (the “Board”).

	•		On July 13, 2007, Ms. Singer entered in to a Settlement and Standstill Agreement, dated as of July 13, 2007 by and among Arbinet, the Singer Children’s Family Trust, Ms. Singer, and Gary Singer (the “Standstill Agreement”). Pursuant to the terms of the Standstill Agreement, on July 13, 2007, Arbinet increased the size of the Board from six to nine members and appointed Mr. O’Donnell and Ms. Thoerle to the Board as Class III directors, with terms expiring at the 2007 Annual Meeting of Stockholders, and Mr. Kreitman to the Board as a Class II director, with a term expiring at the 2009 Annual Meeting of Stockholders. Arbinet also agreed to nominate Michael J. Ruane, a current Class III director, Mr. O’Donnell, and Ms. Thoerle (collectively, the “2007 Nominees”) for election to the Board as Class III directors at the 2007 Annual Meeting of Stockholders and to use its reasonable best efforts to elect each of the 2007 Nominees. Ms. Singer agreed that she would withdraw and terminate the Notice in connection upon the appointment of Mr. O’Donnell, Ms. Thoerle, and Mr. Kreitman to the Board. Ms. Singer also agreed to vote all of the Trust’s shares of the Issuer in favor of the 2007 Nominees at the 2007 Annual Meeting of Stockholders.

	•		Until July 13, 2008 (the “Standstill Period”), Ms. Singer has agreed to vote in favor of any matter brought before a stockholder meeting held during the Standstill Period upon the

			recommendation of the Board by a two-thirds vote of the Board members voting unless her fiduciary duties require otherwise.

	•		On May 30, 2008, Ms. Singer entered into a Stock Ownership Agreement, dated as of May 30, 2008 (the “Stock Agreement”), by and among the Issuer, the Singer Children’s Management Trust, Gary Singer and Ms. Singer which provides, on the terms and subject to the conditions set forth in the Stock Agreement, for a waiver of the applicability of the provisions of Section 203 (“Section 203”) of the Delaware General Corporation Law.

	•		Pursuant to the terms of the Stock Agreement, the Board of Directors of the Issuer approved, for purposes of Section 203, the purchase by the Trust of up to eighteen percent of the outstanding voting stock of the Issuer through open market purchases, privately negotiation transactions or otherwise.

	•		The Stock Agreement also provides that if, at any time during the three year period from the date of the Stock Agreement, Ms. Singer, Gary Singer or the Singer Children’s Management Trust (collectively, the “Singer Entities”) becomes the owner of eighteen percent or more of the outstanding voting stock of the Issuer, the Singer Entities will not be able to engage in any “business combination” (as defined in Section 203) with the Issuer for a period of three years following the date on which the Singer Entities became the owner of eighteen percent or more of the outstanding voting stock of the Issuer. The above summary of the Stock Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Agreement.

	•		On September 3, 2008, the Singer Children’s Management Trust requested, pursuant to a certain letter to the Chairman of the Board of the Company, that the Board of Directors of the Issuer approve the elimination of the stock ownership restrictions contained in the Stock Agreement. This request was made so that, notwithstanding the fact that the Singer Entities may, together with their Affiliates and Associates, acquire ownership of 18% or more of the Issuer’s outstanding voting stock, the Singer Entities and such Affiliates and Associates will be able, for purposes of Section 203(a)(1) of the Delaware General Corporate Law, to engage in any business combination with the Issuer at any time during the three-year period after the date on which the Singer Entities and such Affiliates and Associates acquire such ownership.

The purpose of this Amendment No. 12 is to report that, since the filing of Amendment No. 11 to the Statement, dated September 5, 2008 (“Amendment No. 11”), the Singer Children’s Management Trust and the Company have entered into that certain Amended and Restated Stock Ownership Agreement, dated as of December 19, 2008 (the “Amended Stock Agreement”), a copy of which has been filed as Exhibit 99.4 to this Amendment No. 12. Pursuant to the Amended Stock Agreement, a committee of disinterested members of the Board of Directors of the Issuers approved the purchase by the Trust of up to 5,141,608 shares of the outstanding voting stock of the Issuer (the “Share Limit”). The Amended Stock Agreement also provides that if, at any time during the three year period from the date of the Amended Stock Agreement, the Singer Entities, together with their affiliates and associates, become the owner of shares of voting stock of the Issuer exceeding the Share Limit, the parties agree that neither the Singer Entities nor any of their respective affiliates or associates will be able to engage in any business combination with the Issuer for a period of three years following the date on which the Singer Entities exceed the Share Limit, subject to certain exceptions. The above summary of the Amended Stock

Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Stock Agreement.

Ms. Singer reserves the right, subject to the terms of the Standstill Agreement and the Stock Agreement, to take any and all actions permitted by applicable law that she may deem appropriate to maximize the value of her investments in light of her general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer.

Item 5. Interest in Securities of the Issuer.

Items 5 of the Statement is hereby amended and restated in its entirety as follows:

(a) Ms. Singer is the beneficial owner of 4,241,608 shares of Common Stock of the Issuer as trustee of the Trust, comprising approximately 18.8% of the shares of Common Stock of the Issuer, based upon representations of the Issuer as set forth in the Amended Stock Agreement that the outstanding shares of Common Stock of the Issuer is 22,579,874, not 25,962,305 as set forth in the Issuer’s 10-Q filed on November 10, 2008.

(b) Ms. Singer has sole dispositive and voting power over all of the shares of Common Stock of the Issuer reported on this Schedule 13D.

(c) Ms. Singer has effected the following transactions in shares of Common Stock of the Issuer on the open market in the past 60 days:

No. of

Transaction

Trade date

Price/share

Purchase

11/10/2008

5,800

2.25

Purchase

11/21/2008

75,000

1.4438

Purchase

12/11/2008

25,000

1.63

(d) No person other than Ms. Singer has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

As more specifically described in Item 4 hereto, Ms. Singer entered into the Amended Stock Agreement with the Issuer.

Item 7. Material to be Filed as Exhibits


Exhibit
99.1 -		Standstill Agreement, dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and the Singer Children’s Family Trust, Karen Singer, and Gary Singer. (Filed as Exhibit 99.1 to Schedule 13D by the Reporting Person with the Securities and Exchange Commission on July 23, 2007 and incorporated herein by reference).


Exhibit
99.2 -		Stock Ownership Agreement, dated as of May 30, 3008, among Arbinet-thexchange, Inc., and the Singer Children’s Management Trust, Gary Singer and Karen Singer. (Filed as Exhibit 10.1 to Form 8-K by Arbinet-thexchange, Inc. with the SEC on June 10, 2008 and incorporated herein by reference).

99.3 -		Letter, dated September 3, 2008 by Singer Children’s Management Trust to the Chairman of the Board of the Issuer. (Filed as Exhibit 99.3 to Amendment No. 11 and incorporated herein by reference).

99.4 -		Amended and Restated Stock Ownership Agreement, dated as of December 19, 2008, among Arbinet-thexchange, Inc., and the Singer Children’s Management Trust, Gary Singer and Karen Singer.

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: December 22, 2008



	/s/ Karen Singer
	Karen Singer

EX-99.4 2 y73508exv99w4.htm EX-99.4: AMENDED AND RESTATED STOCK OWNERSHIP AGREEMENT EX-99.4

Amended and Restated Stock Ownership Agreement

This AMENDED AND RESTATED STOCK OWNERSHIP AGREEMENT, dated as of December 19, 2008 (the “Agreement”), is by and between Arbinet-thexchange, Inc., a Delaware corporation (“Arbinet”), and the Singer Children’s Management Trust (the “Trust”), Gary Singer (“GS”) and Karen Singer (“KS” and together with the Trust and GS, the “Singer Entities”).

WHEREAS, Arbinet and the Singer Entities entered into a Stock Ownership Agreement dated as of May 30, 2008 (the “Original Stock Ownership Agreement”);

WHEREAS, Arbinet and the Singer Entities desire to amend and restate the Original Stock Ownership Agreement with this Amended and Restated Stock Ownership Agreement in the manner set forth herein and intend that, upon execution of this Agreement, the provisions of the Original Stock Ownership Agreement shall be terminated and superseded in their entirety by this Agreement;

WHEREAS, the Singer Entities are the beneficial owners of 4,241,608 shares of common stock, par value $0.001 per share, of Arbinet (the “Common Stock”);

WHEREAS, GS acts as a consultant to the Trust;

WHEREAS, the Singer Entities may, from time to time, purchase additional shares of the outstanding voting stock (as such term is hereinafter defined) of Arbinet through open market purchases, privately negotiated transactions or otherwise; and

WHEREAS, Arbinet and the Singer Entities wish to make certain agreements regarding the Singer Entities ability to purchase additional shares of the outstanding voting stock of Arbinet without being subject to limitations on their ability to enter into business combinations (as such term is hereinafter defined) with Arbinet.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Representations.

(a) Binding Agreement; Authority. Arbinet hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by Arbinet, and is a valid and binding obligation of Arbinet, enforceable against Arbinet in accordance with its terms. Each of the Singer Entities hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by such Singer Entity, and is a valid and binding obligation of such Singer Entity, enforceable against such Singer Entity in accordance with its terms.

(b) Share Ownership of Common Stock. The Trust hereby represents and warrants that, as of the date hereof, it is the owner (as such term is hereinafter defined) of 4,241,608 shares of Common Stock, and that neither it nor its Affiliates or Associates (as such terms are hereinafter defined) own, or have any rights, options or agreements to acquire or vote,

any other shares of Common Stock. GS hereby represents and warrants that, as of the date hereof, he does not own any shares of Common Stock, and that neither he nor his Affiliates or Associates (other than the Trust) own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock. KS hereby represents and warrants that, as of the date hereof, she does not own any shares of Common Stock, and that neither she nor her Affiliates or Associates (other than the Trust) own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock. Each of the Singer Entities, together with his, her or its Affiliates or Associates, is not an interested stockholder (as such term is hereinafter defined).

(c) Capitalization. Arbinet hereby represents and warrants that, at the close of business on December 18, 2008, there were 22,579,874 shares of Common Stock issued and outstanding.

(d) Defined Terms. For purposes of this Agreement, the terms “Affiliate,” “Associate,” “business combination,” “control,” “interested stockholder,” “person,” “stock,” “voting stock,” “owner,” “own,” and “owned” shall have the respective meanings set forth in Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) in effect as of the date hereof.

Section 2. Approval of Acquisitions of Common Stock. Subject to the due execution and delivery of this Agreement by the Singer Entities, a committee of disinterested members of the Board of Directors of Arbinet (the “Committee”) has approved, for purposes of Section 203 of the DGCL, the purchase by the Trust of up to 5,141,608 shares of the outstanding voting stock of Arbinet (the “Share Limit”).

Section 3. Stock Ownership.

(a) As a condition to the approval by the Committee of the Transaction, if, at any time during the three (3) year period from the date hereof, the Singer Entities, together with their Affiliates and Associates, become the owner of shares of voting stock exceeding the Share Limit, the parties hereby agree that neither the Singer Entities nor any of their respective Affiliates or Associates will be able to engage in any business combination with Arbinet for a period of three (3) years following the date on which the Singer Entities exceeded the Share Limit. Without limiting the foregoing, each of the Singer Entities hereby represents that any such business combination would be null and void.

(b) The restrictions contained in Section 3(a) of this Agreement shall not apply if the Singer Entities, together with their Affiliates and Associates, inadvertently exceeds the Share Limit (the “Inadvertent Transaction”) and (i) as soon as practicable, but in any event within ten (10) business days of the Inadvertent Transaction, the Singer Entities, together with their Affiliates and Associates, divest themselves of ownership of a sufficient number of shares so that the Singer Entities, together with their Affiliates and Associates, cease to own more than the Share Limit, and (ii) the Singer Entities, together with their Affiliates and Associates, would not, at any time within the three (3) year period immediately prior to a business combination between Arbinet and the Singer Entities, have been the owner of more than the Share Limit but for the Inadvertent Transaction.

(c) The restrictions contained in Section 3(a) of this Agreement shall not apply if the Singer Entities would be entitled to rely on the exemptions from prohibitions on business combinations set forth in Section 203(b)(6) of the DGCL.

(d) The restrictions contained in Section 3(a) of this Agreement shall not apply if the Singer Entities, together with their Affiliates and Associates, become the owner of shares of the outstanding voting stock of Arbinet in excess of the Share Limit as a result of action taken solely by Arbinet; provided, that the restrictions contained in Section 3(a) of this Agreement shall apply if the Singer Entities, together with their Affiliates and Associates, thereafter acquire additional shares of voting stock of Arbinet, except as a result of further corporate action not caused, directly or indirectly, by the Singer Entities or their respective Affiliates and Associates.

(e) Each of the Singer Entities agrees to cause its respective Affiliates and Associates to comply with the terms of this Agreement, including the restrictions on ownership set forth in this Section 3.

Section 4. Remedies. Each party hereto hereby acknowledges and agrees that irreparable harm would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in the State of Delaware, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 5. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, including without limitation the Original Stock Ownership Agreement, which understandings or agreements (if any) are of no further force or effect, and may be amended only by an agreement in writing executed by the parties hereto. For the avoidance of doubt, this Agreement does not supersede or replace that certain Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet and the Trust, KS, and GS, which remains in full force and effect in accordance with its terms.

Section 6. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be validly given, made or served, if in writing and sent by U.S. registered mail, return receipt requested:


		if to Arbinet:		Arbinet-thexchange, Inc.
				Tower II, Suite 450
				120 Albany Street
				New Brunswick, New Jersey 08901
				Attention: General Counsel


		with a copy to:		Goodwin Procter LLP
				Exchange Place
				Boston, Massachusetts 02109
				Attention: Joseph L. Johnson III

		if to the Singer Entities:		Singer Children’s Management Trust
				Gary Singer
				Karen Singer
				212 Vaccaro Drive
				Cresskill, New Jersey 07626

		with a copy to:		Andrews Kurth LLP
				450 Lexington Avenue
				New York, New York 10017
				Attention: Paul Silverstein

Section 7. Law Governing. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to any conflict of laws provisions thereof. The parties, on behalf of itself and its Affiliates and Associates, hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts in the State of Delaware and/or the courts of the United States of America located in the State of Delaware for any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and agree not to commence any action, suit or proceeding related thereto except in such courts. The parties, on behalf of itself and its Affiliates and Associates, hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the courts in the State of Delaware and/or the courts of the United States of America located in the State of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding in any such court has been brought in any inconvenient forum.

Section 8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 9. No Presumption Against Draftsman. Each of the undersigned parties hereby acknowledges the undersigned parties fully negotiated the terms of this Agreement, that each such party had an equal opportunity to influence the drafting of the language contained in this Agreement and that there shall be no presumption against any such party on the ground that such party was responsible for preparing this Agreement or any part hereof. The headings contained in this Agreement are for convenience purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 10. Enforceability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain

in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that the parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any such term, provision, covenant or restriction that is held invalid, void or unenforceable by a court of competent jurisdiction. Each of the Singer Entities acknowledges that this Agreement shall be binding upon each of their respective heirs, successors and assigns, and agrees to take all action necessary to cause this Agreement to be binding on such persons.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the parties hereto has executed this Amended and Restated Stock Ownership Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.


		ARBINET-THEXCHANGE, INC.

		By:		/s/ W. Terrell Wingfield, Jr.

		Name:		W. Terrell Wingfield, Jr.
		Title:		General Counsel

		SINGER CHILDREN’S MANAGEMENT TRUST

		By:		/s/ Karen Singer

		Name:		Karen Singer, its Trustee

		/s/ Gary Singer

		Gary Singer, individually and as consultant to the
		Singer Children’s Management Trust

		/s/ Karen Singer

		Karen Singer, individually