8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 13, 2007

ARBINET-THEXCHANGE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-51063	13-3930916
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

120 Albany Street, Tower II, Suite 450 New Brunswick, New Jersey	08901
(Address of Principal Executive Offices)	(Zip Code)

(732) 509-9100

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 1.01 Entry into a Material Definitive Agreement.

(a) On July 13, 2007, Arbinet-thexchange, Inc. (“Arbinet” or the “Company”) entered into the following agreements:

• Settlement and Standstill Agreement dated as of July 13, 2007 (the “Mashinsky Agreement”) by and between Arbinet and Alex Mashinsky and Governing Dynamics Investments, LLC (“Governing Dynamics” and, together with Mr. Mashinsky, the “Mashinsky Stockholders”);

• Settlement and Standstill Agreement dated as of July 13, 2007 (the “Marmon Agreement”) by and between Arbinet and Robert A. Marmon;

• Settlement and Standstill Agreement dated as of July 13, 2007 (the “Singer Agreement”) by and between Arbinet and the Singer Children’s Family Trust (the “Singer Trust”), Karen Singer, and Gary Singer (collectively, the “Singer Stockholders”);

• Settlement and Standstill Agreement dated as of July 13, 2007 (the “Cadence Agreement”) by and between Arbinet and Cadence Master Ltd. (“Cadence”);

• Settlement and Standstill Agreement dated as of July 13, 2007 (the “Archer Capital Agreement”) by and between Arbinet and Archer Capital Master Fund, L.P. (“Archer Capital”);

• Settlement and Standstill Agreement dated as of July 13, 2007 (the “Lampe Conway Agreement”) by and between Arbinet and LC Capital Master Fund, Ltd. (“LC Master”), LC Capital / Capital Z SPV, LP (“LC Capital”), Lampe, Conway & Co. LLC (“Lampe Conway”), Steven G. Lampe, and Richard F. Conway (collectively with LC Master, LC Capital, Lampe Conway, and Mr. Lampe, the “Lampe Conway Stockholders”);

• Settlement and Standstill Agreement dated as of July 13, 2007 (the “Bay Harbour Agreement”) by and between Arbinet and Bay Harbour Management, LC (“Bay Harbour”) and Trophy Hunter Investments, Ltd. (“Trophy Hunter” and, together with Bay Harbour, the “Bay Harbour Stockholders”);

• Settlement and Standstill Agreement dated as of July 13, 2007 (the “Simplex Agreement”) by and between Arbinet and Simplex Trading Company (“Simplex”); and

• Voting Support and Standstill Agreement dated as of July 13, 2007 (the “Greywolf Agreement”) by and between Arbinet and Greywolf Capital Partners II LP (“Greywolf Partners”), Greywolf Capital Overseas Fund (“Greywolf Fund”), Greywolf Advisors LLC (“Greywolf Advisors”), Greywolf Capital Management LP (“Greywolf Management”), Greywolf GP LLC (“Greywolf GP”), and Jonathan

Savitz (collectively with Greywolf Partners, Greywolf Fund, Greywolf Advisors, Greywolf Management and Greywolf GP, the “Greywolf Stockholders”).

In this Current Report on Form 8-K we sometimes refer to the Mashinsky Stockholders, Mr. Marmon, the Singer Stockholders, Cadence, Archer Capital, the Lampe Conway Stockholders, the Bay Harbour Stockholders, Simplex, and the Greywolf Stockholders as the “Stockholders.” Also in this Current Report on Form 8-K we sometimes refer to all of the foregoing agreements as the “Standstill Agreements.”

On March 26, 2007, Mr. Marmon filed a preliminary Proxy Statement with the Securities and Exchange Commission, as amended on April 3, 2007, April 5, 2007, May 16, 2007, May 29, 2007, and May 31, 2007, for the purpose of proposing and soliciting proxies in support of a slate of three nominees, Mr. Marmon, William L. Schrader, and James F. Lavin, to stand for election to the Company’s Board of Directors (the “Board”) at the Company’s 2007 Annual Meeting of Stockholders, in opposition to the Company’s nominees to its Board.

On March 17, 2007, Arbinet received a stockholder notice from Karen Singer, as trustee of the Singer Trust, in which Ms. Singer nominated, on behalf of the Singer Trust, and indicated that the Singer Trust is seeking to elect, each of Shawn F. O’Donnell, Jill Thoerle, and Stanley Kreitman to the Company’s Board.

Pursuant to the terms of the Standstill Agreements, 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. In addition, both the Singer Trust and Mr. Marmon agreed that it would withdraw and terminate its respective nomination papers in connection with the 2007 Annual Meeting of Stockholders upon the appointment of Mr. O’Donnell, Ms. Thoerle, and Mr. Kreitman to the Board.

The Stockholders also each agreed to vote all of their respective shares of the Company’s common stock beneficially owned by them and their respective affiliates and associates in favor of the 2007 Nominees at the 2007 Annual Meeting of Stockholders. In addition, until July 13, 2008 (the “Standstill Period”), the Mashinsky Stockholders, Mr. Marmon, and their respective affiliates and associates, have each agreed to vote for any nominees for director submitted by the Company at any stockholder meeting held during the Standstill Period where directors are to be elected. Each of the Singer Stockholders, Cadence, Archer Capital, the Lampe Conway Stockholders, the Bay Harbour Stockholders, Simplex, and the Greywolf Stockholders and their respective affiliates and associates have also agreed, during the Standstill Period, 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.

All of the Standstill Agreements, except for the Marmon Agreement, also provide that the Board will appoint Mr. O’Donnell to the Compensation Committee, Ms. Thoerle to the Audit

Committee, and Mr. Kreitman to the Nominating and Corporate Governance Committee. Each of Mr. O’Donnell, Ms. Thoerle, and Mr. Kreitman were appointed to the respective committees on July 13, 2007.

Under the terms of their respective agreements, the Company agreed to pay:

• the Singer Stockholders $25,000 as reimbursement for all of their out-of-pocket expenses incurred in connection with the 2007 Annual Meeting of Stockholders and the negotiation of the Singer Agreement;

• Mr. Marmon $262,403 as reimbursement for all of his out-of-pocket expenses incurred in connection with the 2006 Annual Meeting of Stockholders and the 2007 Annual Meeting of Stockholders; and

• Mr. Mashinsky $637,597 as reimbursement for all of his out-of-pocket expenses incurred in connection with, among other things, the 2006 Annual Meeting of Stockholders, the 2007 Annual Meeting of Stockholders, and certain litigation costs.

Under the terms of the Marmon Agreement and the Mashinsky Agreement, the Company, Mr. Marmon, and the Mashinsky Stockholders, as applicable, agreed to a mutual release of all claims based upon events occurring prior to the date of the Marmon Agreement and the Mashinsky Agreement, as applicable.

Also under the Mashinsky Agreement, the Company engaged Mr. Mashinsky as a consultant for a period of six months for the purpose of providing advice with respect to the exchange’s ability in the spot market and assessing opportunities in the advertising area. In exchange for these consulting services, the Company has granted Mr. Mashinsky 50,000 non-qualified stock options, which vest over the six month term of the consulting arrangement, beginning on July 31, 2007.

Under each of the Standstill Agreements, each of the Stockholders and their respective affiliates and associates, without the written consent of Arbinet, have agreed not to take or propose certain actions with respect to asset acquisitions, tender or exchange offers, mergers, business combinations, recapitalizations, restructurings, liquidations, dissolutions or other extraordinary transactions. In addition, each of the Stockholders have also agreed, among other things, not to engage in a proxy contest; form, join or in any way participate in a “group” (as defined under the Securities Exchange Act of 1934, as amended), seek to control or influence the management, the Board, or policies of the Company; and nominate any persons as a director of the Company or propose any matter to be voted on by stockholders of the Company.

The above summary of the Standstill Agreements does not purport to be complete and is qualified in its entirety by reference to each Standstill Agreement, copies of which have been filed as Exhibit 10.1 through Exhibit 10.9 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

On July 13, 2007, the Company issued a press release regarding, among other matters, entering into the Standstill Agreements, as described in this Item 1.01 of this Current Report on

Form 8-K, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On July 13, 2007, the Company and Chi K. Eng, the Senior Vice President of Intellectual Property, mutually agreed to end Mr. Eng’s employment with the Company and to treat such departure as a termination without cause for purposes of the Employment Agreement dated as of October 11, 2002 by and between the Company and Mr. Eng, as amended March 16, 2007.

(d) On July 13, 2007, the Board voted to increase the size of the Board to nine members and elected Stanley Kreitman as a Class II director of the Company, Shawn F. O’Donnell as a Class III director of the Company, and Jill Thoerle as a Class III director of the Company. Class II directors currently serve until the 2009 Annual Meeting of Stockholders and Class III directors currently serve until the 2007 Annual Meeting of Stockholders. In connection with their service to the Company as directors, Mr. Kreitman, Mr. O’Donnell, and Ms. Thoerle will each be entitled to receive the following fees:

• $20,000 annual retainer fee;

• $2,000 per meeting of the Board;

• $1,000 for each committee meeting attended in person and not held on the day of a Board meeting; and

• $350 for each committee meeting that is attended by teleconference and not held on the day of a Board meeting.

Ms. Thoerle, as a member of the Audit Committee will also receive an additional $5,000 annual retainer fee.

In addition, in connection with their appointment to the Board,

• Mr. Kreitman has elected to receive 2,000 shares of restricted stock and an option to purchase 19,000 shares of the Company’s common stock.

• Mr. O’Donnell has elected to receive an option to purchase 25,000 shares of the Company’s common stock.

• Ms. Thoerle has elected to receive 3,000 shares of restricted stock and an option to purchase 16,000 shares of the Company’s common stock.

The restricted stock and options shall vest during the period of, and subject to, each of Mr. Kreitman’s, Mr. O’Donnell’s, and Ms. Thoerle’s continued service as a director.

Each of Mr. Kreitman, Mr. O’Donnell, and Ms. Thoerle will also be entitled to receive an annual grant of:

• an option to purchase no more than 7,000 shares of common stock; and

• 7,000 shares of restricted stock.

The options and restricted stock will vest during the period of, and subject to, each of Mr. Kreitman’s, Mr. O’Donnell’s, and Ms. Thoerle’s continued service as a director.

Pursuant to the terms of the Standstill Agreements (except for the Marmon Agreement), the Board has appointed Mr. Kreitman to the Nominating and Corporate Governance Committee, Mr. O’Donnell to the Compensation Committee, and Ms. Thoerle to the Audit Committee, each effective July 13, 2007.

Each of Mr. Kreitman, Mr. O’Donnell, and Ms. Thoerle were selected as directors pursuant to the Standstill Agreements described in Item 1.01 in this Current Report on Form 8-K. The information in Item 1.01 regarding the terms of the Standstill Agreements is incorporated by reference herein.

There are no related party transactions between the Company and Mr. Kreitman reportable under Item 404(a) of Regulation S-K. There are no related party transactions between the Company and Mr. O’Donnell reportable under Item 404(a) of Regulation S-K. There are no related party transactions between the Company and Ms. Thoerle reportable under Item 404(a) of Regulation S-K.

On July 13, 2007, the Company issued a press release regarding, among other things, the election to the Board of Mr. Kreitman, Mr. O’Donnell, and Ms. Thoerle. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Alex Mashinsky and Governing Dynamics Investments, LLC*
10.2	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Robert A. Marmon*
10.3	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Singer Children’s Family Trust, Karen Singer, and Gary Singer*
10.4	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Cadence Master Ltd.*
10.5	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Archer Capital Master Fund, L.P.*
10.6	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and LC Capital Master Fund, Ltd., LC Capital / Capital Z SPV, LP, Lampe, Conway & Co. LLC, Steven G. Lampe, and Richard F. Conway*
10.7	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Bay Harbour Management, LC and Trophy Hunter Investments, Ltd.*

Exhibit No.	Description
10.8	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Simplex Trading Company*
10.9	Voting Support and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Greywolf Capital Partners II LP, Greywolf Capital Overseas Fund, Greywolf Advisors, Greywolf Capital Management LP, Greywolf GP LLC, and Jonathan Savitz*
99.1	Press Release of Arbinet-thexchange, Inc., dated July 13, 2007*

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARBINET-THEXCHANGE, INC.
Date: July 16, 2007	By:	/s/ W. Terrell Wingfield, Jr.
		Name: W. Terrell Wingfield, Jr. Title: General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Alex Mashinsky and Governing Dynamics Investments, LLC*
10.2	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Robert A. Marmon*
10.3	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Singer Children’s Family Trust, Karen Singer, and Gary Singer*
10.4	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Cadence Master Ltd.*
10.5	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Archer Capital Master Fund, L.P.*
10.6	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and LC Capital Master Fund, Ltd., LC Capital / Capital Z SPV, LP, Lampe, Conway & Co. LLC, Steven G. Lampe, and Richard F. Conway*
10.7	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Bay Harbour Management, LC and Trophy Hunter Investments, Ltd.*
10.8	Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Simplex Trading Company*
10.9	Voting Support and Standstill Agreement dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and Greywolf Capital Partners II LP, Greywolf Capital Overseas Fund, Greywolf Advisors, Greywolf Capital Management LP, Greywolf GP LLC, and Jonathan Savitz*
99.1	Press Release of Arbinet-thexchange, Inc., dated July 13, 2007*

* Filed herewith

EX-10.1

EXHIBIT 10.1

Settlement and Standstill Agreement

This SETTLEMENT AND STANDSTILL AGREEMENT, dated as of July 13, 2007 (the “Agreement”), is by and between Arbinet-thexchange, Inc., a Delaware corporation (“Arbinet”), and the individuals and entities listed on Schedule A hereto (collectively, the “Stockholders”).

WHEREAS, the Stockholders are the beneficial owners of shares of common stock, par value $0.001 per share, of Arbinet (the “Common Stock”); and

WHEREAS, by letter dated March 6, 2007, Robert A. Marmon (“Marmon”) provided notice to Arbinet of his intention to nominate Marmon, William L. Schrader, and James F. Lavin for election as directors of Arbinet at its 2007 annual meeting of stockholders (the “Stockholder Nomination”); and

WHEREAS, subject to this Agreement, Marmon intends hereby to withdraw the Stockholder Nomination and refrain from contesting the election of directors at Arbinet’s 2007 annual meeting of stockholders; and

WHEREAS, Arbinet and the Stockholders intend to provide hereby for, among other matters, enlargement of the Board of Directors of Arbinet (the “Board”) from six (6) to nine (9) members and for the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board to fill the vacancies resulting therefrom, and furthermore, Arbinet and the Stockholders desire to otherwise resolve all matters between them, including those matters at issue in or with respect to the Stockholder Nomination.

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 Stockholders represents and warrants that this Agreement has been duly authorized, executed and delivered by such Stockholder, and is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

(b) Share Ownership of Common Stock. Each of the Stockholders hereby represents and warrants that, as of the date hereof, it and its Affiliates and Associates (as such terms are hereinafter defined) are the “beneficial owners” (as such term is hereinafter defined) of the shares of Common Stock set forth opposite their respective name on Schedule A hereto (the “Shares”), and that neither it nor its Affiliates or Associates beneficially own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock.

(c) Defined Terms. For purposes of this Agreement, the term “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement, the terms “beneficial owner” and “beneficially own” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act, except that a person shall also be deemed to be the beneficial owner of all shares of Common Stock that such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional.

Section 2. Directors.

(a) Additional Directors. The Stockholders and Arbinet agree that as promptly as practicable (but in no event more than the second (2^nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Shawn O’Donnell and Jill Thoerle to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 2007 annual meeting of stockholders, and (ii) appoint Stanley Kreitman to fill the newly created directorship on the Board as a Class II director whose term shall expire at Arbinet’s 2009 annual meeting of stockholders. At such time as Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall each become a director of Arbinet in accordance with the terms of this Agreement, Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall agree in writing to be bound by the terms and conditions of Arbinet’s policies applicable to directors, including, without limitation, Arbinet’s Code of Business Conduct & Ethics, Corporate Governance Guidelines, and Insider Trading Policy.

(b) Nominations. Arbinet agrees to nominate Michael J. Ruane, Shawn O’Donnell, and Jill Thoerle for election as Class III directors of Arbinet at its 2007 annual meeting of stockholders, and use its reasonable best efforts to cause the election of such persons, each to serve for a three-year term ending upon the election of directors at Arbinet’s 2010 annual meeting of stockholders and until his or her successor is duly elected and qualified.

(c) Committees. Arbinet agrees to appoint (i) Shawn O’Donnell to the Compensation Committee of the Board, (ii) Jill Thoerle to the Audit Committee of the Board, and (iii) Stanley Kreitman to the Nominating and Corporate Governance Committee of the Board.

Section 3. Voting.

(a) 2007 Annual Meeting. The Stockholders, together with their Affiliates and Associates, will not submit any stockholder proposal (pursuant to Rule 14a-8 or otherwise), or any notice of nomination or other business under Arbinet’s Second Amended and Restated By-laws, and will not nominate or oppose directors for election at the 2007 annual meeting of stockholders of Arbinet. The Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for the 2007 annual meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted in favor of Michael J. Ruane, Shawn O’Donnell, and Jill Thoerle at such annual meeting or at any adjournments or postponements thereof.

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(b) Other Meetings. During the Standstill Period (as such term is hereinafter defined), and for so long as the Stockholders has the ability to vote or direct the voting of the Shares, the Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for any other meeting of stockholders of Arbinet at which directors are to be elected, to be present for quorum purposes and to be voted in favor of Arbinet’s nominees for directors at such meeting or any adjournments or postponements thereof.

(c) Further Assurances. The Stockholders further agree to take all action reasonably necessary to carry out the intention of this Section 3, including, without limitation, delivering to Arbinet upon its written request executed proxies naming the proxies appointed by Arbinet for all shares of Common Stock beneficially owned by the Stockholders and/or their Affiliates or Associates as of the record dates for the aforementioned meetings of stockholders.

Section 4. Acquisition of Stock. Each of the Stockholders covenants and agrees that, from and after the date on which Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman are duly appointed to the Board, and until the expiration of the Standstill Period, neither it nor any of its Affiliates or Associates will, without the prior written consent of Arbinet specifically expressed in a vote adopted by the Board, directly or indirectly, purchase or cause to be purchased or otherwise acquire or agree to acquire, or become or agree to become the beneficial owner of, any other securities (other than the Shares) issued by Arbinet, or any securities convertible into or exchangeable for Common Stock or any other equity securities of Arbinet, if in any such case immediately after the taking of such action such Stockholder and its Affiliates and Associates would, in the aggregate, beneficially own more than 10% of the then outstanding shares of Common Stock.

Section 5. Standstill Arrangements. Each of the Stockholders agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither it nor any of its Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others (other than exercising their rights to vote their respective Shares at an annual or special meeting of the stockholders of Arbinet, in each instance in compliance with the terms of this Agreement), to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) except as permitted in Section 4, any acquisition of any securities (or beneficial ownership thereof) or assets of Arbinet or any of its subsidiaries; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; provided, however, that nothing contained herein shall prohibit Alex Mashinsky (“Mashinsky”), subject to his duties and obligations as a director, from participating in any discussions at any meeting of the Board, including voting on any proposals properly brought before the Board, regarding any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries to the extent that such tender or exchange offer, merger or other business combination is properly on the agenda for such meeting of the Board; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of Arbinet; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act); (c)

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otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of Arbinet; provided, however, that nothing contained herein shall prohibit Mashinsky from exercising his duties and obligations as a director of Arbinet; (d) nominate any persons as a director of Arbinet (A) under Arbinet’s Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, or (B) pursuant to Rule 14a-8 promulgated under the Exchange Act, or propose any matter to be voted on by stockholders of Arbinet; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing. The Stockholders also agree during the Standstill Period not to request Arbinet (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).

Section 6. Withdrawal of Demand and Stockholder Nomination and Proposal. Upon Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman appointment to the Board, Marmon has simultaneously agreed to withdraw the Stockholder Nomination and shall immediately cease all efforts, direct or indirect, in furtherance of the Stockholder Nomination and any related solicitation.

Section 7. Press Releases and Other Public Statements. During the Standstill Period, Arbinet and the Stockholders agree as follows:

(a) Arbinet agrees, subject to the requirements of applicable federal securities laws, to provide the Stockholders with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about the Stockholders, prior to its public release.

(b) The Stockholders agree, subject to the requirements of applicable federal securities laws, to provide Arbinet with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about Arbinet, prior to its public release.

(c) The initial press release with respect to the execution of this Agreement shall be a press release to be reasonably agreed upon by Arbinet and the Stockholders.

(d) Neither Arbinet nor any of the Stockholders, nor any of their Affiliates or Associates, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) concerning the other party or any of its respective past, present or future general partners, directors, officers or employees, which disparages any of such other party’s respective past, present or future general partners, directors, officers or employees as individuals (recognizing that the parties shall be free to comment in good faith regarding the business of Arbinet, provided any such comment shall not otherwise violate the terms of this Agreement; provided, further, that nothing contained herein shall prohibit Mashinsky from exercising his duties and obligations as a director of Arbinet).

Section 8. Reimbursement of Certain Expenses. As of the date hereof, Arbinet will pay to Mashinsky Six Hundred Thirty Seven Thousand Five Hundred Ninety Seven Dollars

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($637,597) as reimbursement for (a) all of his out-of-pocket expenses incurred in connection with the 2006 annual meeting of stockholders proxy contest and the 2007 annual meeting of stockholders proxy contest; (b) all of his out-of-pocket expenses incurred in connection with the business plan that Mashinsky prepared and presented to the Board, and (c) litigation expenses incurred in connection with (i) Arbinet-thexchange, Inc. v. Alex Mashinsky, Index No. 590499-06, formerly pending in the Supreme Court of New York, New York County, and (ii) Arbinet-thexchange, Inc. v. Alexander Mashinsky and Robert Marmon, Civil Action No. 06-cv-1916/JLL (D.N.J.).

Section 9. Consulting Agreement. Arbinet acknowledges and agrees that, as of the date hereof, it will engage Mashinsky as a consultant for the period of six (6) months from the date hereof (the “Consulting Period”). Mashinsky’s services in his capacity as a consultant will be limited to advice with respect to the exchange’s ability in the spot market and assessing opportunity in the advertising area (the “Consulting Services”). Arbinet and Mashinsky acknowledge and agree that as full and adequate compensation for the Consulting Services, Arbinet shall grant Mashinsky 50,000 non-qualified stock options, with an exercise price equal to the closing price of Arbinet’s stock on the date of grant (“Consulting Compensation”). Arbinet shall reimburse Mashinsky pursuant to Arbinet’s reimbursement policies, a copy of which has been provided to Mashinsky, for documented reasonable, ordinary, and necessary business expenses incurred by Mashinsky in connection with the performance of the Consulting Services and which are approved by the Board. Arbinet acknowledges and agrees that Arbinet shall not exercise general supervision or control over the time, place or manner in which Mashinsky provides Consulting Services hereunder, and that, in performing Consulting Services pursuant to this Agreement, Mashinsky shall be acting and shall act at all times as an independent contractor only and not as an employee, agent, partner or joint venturer of or with Arbinet. Arbinet and Mashinsky further agree that Mashinsky shall perform all Consulting Services at a location other than at Arbinet’s offices, except as may be reasonably requested by Arbinet’s interim Chief Executive Officer, or Chief Executive Officer, as the case may be. Mashinsky acknowledges and agrees that he will execute and deliver to Arbinet the Agreement to Protect Arbinet’s Confidential Information, Intellectual Property and Business Relationships, as is required of all consultants engaged by Arbinet. The Consultant acknowledges that he is solely responsible for the payment of all Federal, state, local and foreign taxes that are required by applicable laws or regulations to be paid with respect to the Consulting Compensation.

Section 10. General Release.

(a) Each of the Stockholders, on its own behalf and on behalf of its Affiliates, Associates, successors, assigns, heirs, beneficiaries, attorneys, partners, limited partners, employees and agents (as applicable) (collectively, the “Stockholder Releasors”), hereby releases and discharges Arbinet, and its respective directors, officers, employees, agents, shareholders, licensees, sublicensees, customers, suppliers, importers, manufacturers, distributors or insurers, or any heirs, administrators, executors, predecessors, successors or assigns of the foregoing (individually and collectively, the “Arbinet Releasees”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses, known or unknown, including but not limited to those Claims (hereinafter defined) set forth on Schedule B hereto (collectively, “Claims”), which the Stockholder Releasors may have had or may now have, own, or hold, or

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claim to have, own, or hold against the Arbinet Releasees up to the date of this Agreement. The Stockholder Releasors specifically waive any rights under any statute, regulation or rule which purports to limit the right of persons to release or waive unknown Claims. Each of the Stockholder Releasors represents and warrants hereby that it has not filed any complaints or charges asserting any Claims against any of the Arbinet Releasees with any local, state or federal agency or court, or assigned any such Claim to any other person. Each of the Stockholder Releasors agrees never to directly or indirectly commence, authorize or assist in any suit or other proceeding (including asserting any claim or counterclaim against, or participate in or join or otherwise aid, other than as required by law, in any claim or action) against Arbinet Releasees regarding any matter within the scope of this General Release, including but not limited to those Claims set forth on Schedule B hereto. If any of the Stockholder Releasors violates this General Release by suing any Arbinet Releasee or causing any Arbinet Releasee to be sued, the undersigned Stockholder Releasors agree to pay all costs and expenses of defending against the suit incurred by the Arbinet Releasees, including reasonable attorneys’ fees.

(b) Arbinet, on its own behalf and on behalf of its Affiliates, Associates, successors, assigns, heirs, beneficiaries, attorneys, partners, limited partners, employees and agents (as applicable) (collectively, the “Arbinet Releasors”), hereby releases and discharges each of the Stockholders, and its respective directors, officers and employees (the “Stockholder Releasees”) from any and all Claims which the Arbinet Releasors may have had or may now have, own, or hold, or claim to have, own, or hold against the Stockholder Releasees up to the date of this Agreement. The Arbinet Releasors specifically waive any rights under any statute, regulation or rule which purports to limit the right of persons to release or waive unknown Claims. Each of the Arbinet Releasors represents and warrants hereby that it has not filed any complaints or charges asserting any Claims against any of the Stockholder Releasees with any local, state or federal agency or court, or assigned any such Claim to any other person. Each of the Arbinet Releasors agrees never to sue any of the Stockholder Releasees or cause any of the Stockholder Releasees to be sued regarding any matter within the scope of this General Release. If any of the Arbinet Releasors violates this General Release by suing any Stockholder Releasee or causing any Stockholder Releasee to be sued, the undersigned Arbinet Releasors agree to pay all costs and expenses of defending against the suit incurred by the Stockholder Releasees, including reasonable attorneys’ fees.

(c) Each of the undersigned Stockholder Releasors and Arbinet Releasors acknowledge that it has read the contents of the foregoing applicable General Release, that it has had the opportunity to review such General Release with counsel of its choice, that it understands the same and that it has given such General Release as its own free act and deed.

(d) Notwithstanding anything contained in this Section 10 to the contrary, this Section 10 shall not apply to any Claim arising out of a breach of the obligations contained in this Agreement.

(e) The release and covenants in this Section 10 are not transferable by either party, except that they will transfer with any sale, disposition or other grant or authorization of rights by either party of the applicable intellectual property asset and/or right.

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(f) Notwithstanding anything contained in this Agreement to the contrary, each party hereby agrees that this Section 10 does not grant to the other party any right, title or interest in or to such party’s intellectual property and that such other party shall acquire no right, title or interest in or to such party’s intellectual property, by assignment, license, implication, estoppel or otherwise, other than Claims released in the General Release set forth in Section 10(a) and transferred with any rights as set forth in Section 10(e).

(g) Notwithstanding anything contained in this Agreement to the contrary, the Stockholder Releasors hereby agree that in the event that the Stockholder Releasors directly or indirectly commence, authorize or assist in any suit or other proceeding (including asserting any claim or counterclaim against, or participate in or join or otherwise aid, other than as required by law, in any claim or action) against the Arbinet Releasees under any of the Stockholder Technology (as defined on Schedule B) (each a “Stockholder Technology Claim”), then the Arbinet Releasees shall have the right to assert any and all defenses (including asserting any claim or counterclaim and any defenses, claims or counterclaims that may have been waived or released pursuant to this Section 10) against the Stockholder Releasors which relate directly to any such Stockholder Technology Claim.

Section 11. 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 12. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

Section 13. 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 Stockholders:	Addressed to such Stockholder at the address set forth on Schedule C hereto

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Section 14. 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 15. 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 16. 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.

Section 17. 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 that is held invalid, void or unenforceable by a court of competent jurisdiction.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, each of the parties hereto has executed this Settlement and Standstill 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/ Roger H. Moore
Name:	Roger H. Moore
Title:	Interim Chief Executive Officer and President

/s/ Alex Mashinsky

Alex Mashinsky, individually

GOVERNING DYNAMICS INVESTMENTS, LLC
By:	/s/ Alex Mashinsky
Name:	Alex Mashinsky
Title:	Sole Member and Manager

Schedule A

Beneficial and Record Ownership of Common Stock

Stockholder	Number of Shares of Common Stock Held Beneficially	Number of Shares of Common Stock Held of Record
Alex Mashinsky	1,445,183 (1)	20,320
Governing Dynamics Investments, LLC	—	1,424,863

(1) Includes the 1,424,863 shares owned by Governing Dynamics Investments, LLC, of which Mr. Mashinsky is the sole member and manager. Mr. Mashinsky has entered into certain loan, pledge and profit sharing arrangements with Ms. Thai Lee and the Thai Lee 2003 GRAT Agreement A (the “Lee Trust” and together with Ms. Lee, “Lee”) pursuant to which, among other things, an aggregate of 1,424,863 shares of common stock owned by Mr. Mashinsky and Governing Dynamics have been pledged to Lee pursuant to the terms of confirmatory pledge agreements with each of Ms. Lee and the Lee Trust (together, the “Pledge”) to collateralize certain loans evidenced by the confirmatory negotiable promissory notes from Ms. Lee and the Lee Trust (collectively, the “Notes”). Lee has declared a default on the Notes and pursuant to the Pledge has certain rights with respect to the shares that are subject to the Pledge. The Stockholders’ beneficial ownership in the Shares is subject to the terms of the Pledge.

Stock Options

Stockholder	Number of Outstanding Stock Options	Vesting Date(s)	Expiration Date(s)	Grant Date
Alex Mashinsky	19,000	(1)	8/2/2016	8/3/2006

(1) Vest over a three year period, with  ¹/3 of the option vesting on the first anniversary of the grant date and the remaining  ²/3 of the option vesting equally on a quarterly basis over the following two years.

Schedule B

1. Any Claims relating to Arbinet’s Series E preferred stock offering consummated in 2001 (the “Series E Offering”), including, but not limited to, Mashinsky’s allegations of breach of fiduciary duty, self-dealing, fraud, and breach of contract in connection with the Series E Offering, all of which are outlined in a letter dated May 13, 2005 sent to Arbinet by counsel to Mashinsky and a draft complaint and a draft press release, each of which were included in such letter. A copy of the letter, draft complaint and draft press release is attached hereto as Exhibit B-1.

2. Arbinet-thexchange, Inc. v. Alex Mashinsky, Index No. 590499-06, formerly pending in the Supreme Court of New York, New York County.

3. Stockholder Technology means collectively, (i) the invention titled “Method of Digital Good Placement in a Dynamic Real Time Environment,” (ii) patent application 60/674,703, (iii) any foreign counterparts thereof, (iv) all divisionals, continuations, continuations-in-part thereof or any other patent application claiming priority directly or indirectly to (a) any of the patents or patent applications identified in item (ii) or (b) any patent or patent application from which the patents or patent applications identified in item (ii) claim direct or indirect priority, and (v) all patents issuing on any of the foregoing, and any foreign counterparts thereof, together with all registrations, reissues, re-examinations, renewals, supplemental protection certificates, or extensions of any of the foregoing, and any foreign counterparts thereof.

Schedule C

Stockholder	Address
Alex Mashinsky Governing Dynamics Investments, LLC	Governing Dynamics Investments, LLC 510 Berkeley Square Memphis, Tennessee 38120
with a copy to:	Eaton & Van Winkle LLP 3 Park Avenue New York, New York 10016 Attention: Joseph Cannella, Esq.

EX-10.2

EXHIBIT 10.2

Settlement and Standstill Agreement

This SETTLEMENT AND STANDSTILL AGREEMENT, dated as of July 13, 2007 (the “Agreement”), is by and between Arbinet-thexchange, Inc., a Delaware corporation (“Arbinet”), and Robert A. Marmon (the “Stockholder”).

WHEREAS, the Stockholder is the beneficial owners of shares of common stock, par value $0.001 per share, of Arbinet (the “Common Stock”); and

WHEREAS, by letter dated March 6, 2007, the Stockholder provided notice to Arbinet of his intention to nominate the Stockholder, William L. Schrader, and James F. Lavin for election as directors of Arbinet at its 2007 annual meeting of stockholders (the “Stockholder Nomination”); and

WHEREAS, subject to this Agreement, the Stockholder intends hereby to withdraw the Stockholder Nomination and refrain from contesting the election of directors at Arbinet’s 2007 annual meeting of stockholders; and

WHEREAS, Arbinet and the Stockholder intend to provide hereby for, among other matters, enlargement of the Board of Directors of Arbinet (the “Board”) from six (6) to nine (9) members and for the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board to fill the vacancies resulting therefrom, and furthermore, Arbinet and the Stockholder desire to otherwise resolve all matters between them, including those matters at issue in or with respect to the Stockholder Nomination.

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. The Stockholder represents and warrants that this Agreement has been duly authorized, executed and delivered by the Stockholder, and is a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms.

(b) Share Ownership of Common Stock. The Stockholder hereby represents and warrants that, as of the date hereof, he and his Affiliates and Associates (as such terms are hereinafter defined) are the “beneficial owners” (as such term is hereinafter defined) of the shares of Common Stock set forth opposite their respective name on Schedule A hereto (the “Shares”), and that neither he nor his Affiliates or Associates beneficially own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock.

(c) Defined Terms. For purposes of this Agreement, the term “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement, the terms “beneficial owner” and “beneficially own” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act, except that a person shall also be deemed to be the beneficial owner of all shares of Common Stock that such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional.

Section 2. Directors.

(a) Additional Directors. The Stockholder and Arbinet agree that as promptly as practicable (but in no event more than the second (2^nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Shawn O’Donnell and Jill Thoerle to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 2007 annual meeting of stockholders, and (ii) appoint Stanley Kreitman to fill the newly created directorship on the Board as a Class II director whose term shall expire at Arbinet’s 2009 annual meeting of stockholders. At such time as Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall each become a director of Arbinet in accordance with the terms of this Agreement, Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall agree in writing to be bound by the terms and conditions of Arbinet’s policies applicable to directors, including, without limitation, Arbinet’s Code of Business Conduct & Ethics, Corporate Governance Guidelines, and Insider Trading Policy.

(b) Nominations. Arbinet agrees to nominate Michael J. Ruane, Shawn O’Donnell, and Jill Thoerle for election as Class III directors of Arbinet at its 2007 annual meeting of stockholders, and use its reasonable best efforts to cause the election of such persons, each to serve for a three-year term ending upon the election of directors at Arbinet’s 2010 annual meeting of stockholders and until his or her successor is duly elected and qualified.

Section 3. Voting.

(a) 2007 Annual Meeting. The Stockholder, together with his Affiliates and Associates, will not submit any stockholder proposal (pursuant to Rule 14a-8 or otherwise), or any notice of nomination or other business under Arbinet’s Second Amended and Restated By-laws, and will not nominate or oppose directors for election at the 2007 annual meeting of stockholders of Arbinet. The Stockholder shall cause all Shares of Common Stock beneficially owned by him, and/or his Affiliates or Associates, as of the record date for the 2007 annual meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted in favor of Michael J. Ruane, Shawn O’Donnell, and Jill Thoerle at such annual meeting or at any adjournments or postponements thereof.

(b) Other Meetings. During the Standstill Period (as such term is hereinafter defined), the Stockholder shall cause all Shares of Common Stock beneficially owned by him, and/or his Affiliates or Associates, as of the record date for any other meeting of stockholders of Arbinet at which directors are to be elected, to be present for quorum purposes and to be voted in favor of Arbinet’s nominees for directors at such meeting or any adjournments or postponements thereof.

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(c) Further Assurances. The Stockholder further agrees to take all action reasonably necessary to carry out the intention of this Section 3, including, without limitation, delivering to Arbinet upon its written request executed proxies naming the proxies appointed by Arbinet for all shares of Common Stock beneficially owned by the Stockholder and/or his Affiliates or Associates as of the record dates for the aforementioned meetings of stockholders.

Section 4. Acquisition of Stock. The Stockholder covenants and agrees that, from and after the date on which Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman are duly appointed to the Board, and until the expiration of the Standstill Period, neither he nor any of his Affiliates or Associates will, without the prior written consent of Arbinet specifically expressed in a vote adopted by the Board, directly or indirectly, purchase or cause to be purchased or otherwise acquire or agree to acquire, or become or agree to become the beneficial owner of, any other securities (other than the Shares) issued by Arbinet, or any securities convertible into or exchangeable for Common Stock or any other equity securities of Arbinet, if in any such case immediately after the taking of such action the Stockholder and his Affiliates and Associates would, in the aggregate, beneficially own more than 5% of the then outstanding shares of Common Stock.

Section 5. Standstill Arrangements. The Stockholder agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither he nor any of his Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others (other than exercising his rights to vote his Shares at an annual or special meeting of the stockholders of Arbinet, in each instance in compliance with the terms of this Agreement), to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of Arbinet or any of its subsidiaries; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of Arbinet; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act); (c) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of Arbinet; (d) nominate any persons as a director of Arbinet, or propose any matter to be voted on by stockholders of Arbinet; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing. The Stockholder also agrees during the Standstill Period not to request Arbinet (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).

Section 6. Withdrawal of Demand and Stockholder Nomination and Proposal. Upon Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman appointment to the Board, the Stockholder hereby withdraws the Stockholder Nomination and shall immediately cease all efforts, direct or indirect, in furtherance of the Stockholder Nomination and any related solicitation.

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Section 7. Press Releases and Other Public Statements. During the Standstill Period, Arbinet and the Stockholder agree as follows:

(a) Arbinet agrees, subject to the requirements of applicable federal securities laws, to provide the Stockholder with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about the Stockholder, prior to its public release.

(b) The Stockholder agrees, subject to the requirements of applicable federal securities laws, to provide Arbinet with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about Arbinet, prior to its public release.

(c) The initial press release with respect to the execution of this Agreement shall be a press release to be reasonably agreed upon by Arbinet and the Stockholder (the “Press Release”).

(d) Neither Arbinet nor the Stockholder, nor any of his Affiliates or Associates, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) concerning the other party or any of its respective past, present or future general partners, directors, officers or employees, which disparages any of such other party’s respective past, present or future general partners, directors, officers or employees as individuals (recognizing that the parties shall be free to comment in good faith regarding the business of Arbinet, provided any such comment shall not otherwise violate the terms of this Agreement).

Section 8. Reimbursement of Certain Expenses. As of the date hereof, Arbinet will pay to the Stockholder by wire transfer prior to the date of the Press Release Two Hundred Sixty Two Thousand Four Hundred Three Dollars ($262,403) as reimbursement for all of his out-of-pocket expenses incurred in connection with the 2006 annual meeting of stockholders proxy contest and the 2007 annual meeting of stockholders proxy contest.

Section 9. General Release.

(a) The Stockholder, on his own behalf and on behalf of his Affiliates, Associates, successors, assigns, heirs, beneficiaries, attorneys, partners, limited partners, employees and agents (as applicable) (collectively, the “Stockholder Releasors”), hereby releases and discharges Arbinet, and its respective directors, officers, employees, agents, shareholders, licensees, sublicensees, customers, suppliers, importers, manufacturers, distributors or insurers, or any heirs, administrators, executors, predecessors, successors or assigns of the foregoing (individually and collectively, the “Arbinet Releasees”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses, known or unknown (collectively, “Claims”), which the Stockholder Releasors may have had or may now have, own, or hold, or claim to have, own, or hold against the Arbinet Releasees up to the date of this Agreement. The Stockholder Releasors specifically waive any rights under any statute, regulation or rule which purports to limit the right of persons to release or waive unknown Claims. Each of the

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Stockholder Releasors represents and warrants hereby that it has not filed any complaints or charges asserting any Claims against any of the Arbinet Releasees with any local, state or federal agency or court, or assigned any such Claim to any other person. Each of the Stockholder Releasors agrees never to directly or indirectly commence, authorize or assist in any suit or other proceeding (including asserting any claim or counterclaim against, or participate in or join or otherwise aid, other than as required by law, in any claim or action) against Arbinet Releasees regarding any matter within the scope of this General Release. If any of the Stockholder Releasors violates this General Release by suing any Arbinet Releasee or causing any Arbinet Releasee to be sued, the undersigned Stockholder Releasors agree to pay all costs and expenses of defending against the suit incurred by the Arbinet Releasees, including reasonable attorneys’ fees.

(b) Arbinet, on its own behalf and on behalf of its Affiliates, Associates, successors, assigns, heirs, beneficiaries, attorneys, partners, limited partners, employees and agents (as applicable) (collectively, the “Arbinet Releasors”), hereby releases and discharges the Stockholder (the “Stockholder Releasee”) from any and all Claims which the Arbinet Releasors may have had or may now have, own, or hold, or claim to have, own, or hold against the Stockholder Releasee up to the date of this Agreement. The Arbinet Releasors specifically waive any rights under any statute, regulation or rule which purports to limit the right of persons to release or waive unknown Claims. Each of the Arbinet Releasors represents and warrants hereby that it has not filed any complaints or charges asserting any Claims against the Stockholder Releasee with any local, state or federal agency or court, or assigned any such Claim to any other person. Each of the Arbinet Releasors agrees never to sue the Stockholder Releasee or cause the Stockholder Releasee to be sued regarding any matter within the scope of this General Release. If any of the Arbinet Releasors violates this General Release by suing the Stockholder Releasee or causing the Stockholder Releasee to be sued, the undersigned Arbinet Releasors agree to pay all costs and expenses of defending against the suit incurred by the Stockholder Releasee, including reasonable attorneys’ fees.

(c) Each of the undersigned Stockholder Releasors and Arbinet Releasors acknowledge that it has read the contents of the foregoing applicable General Release, that it has had the opportunity to review such General Release with counsel of its choice, that it understands the same and that it has given such General Release as its own free act and deed.

(d) Notwithstanding anything contained in this Section 9 to the contrary, this Section 9 shall not apply to any Claim arising out of a breach of the obligations contained in this Agreement.

Section 10. 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.

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Section 11. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

Section 12. 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 Stockholder:	Robert A. Marmon
	339 North Latch’s Lane
	Merion Station, Pennsylvania 19066-1728

Section 13. 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 14. 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 15. 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.

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Section 16. 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 that is held invalid, void or unenforceable by a court of competent jurisdiction.

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IN WITNESS WHEREOF, each of the parties hereto has executed this Settlement and Standstill 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/ Roger H. Moore
Name:	Roger H. Moore
Title:	Interim Chief Executive Officer and President

/s/ Robert A. Marmon

Robert A. Marmon, individually

Schedule A

Beneficial and Record Ownership of Common Stock

Stockholder	Number of Shares of Common Stock Held Beneficially	Number of Shares of Common Stock Held of Record
Robert A. Marmon	120,811(1)	500

(1) Includes (a) 500 shares of Common Stock owned of record by Mr. Marmon, (b) 90,308 shares of Common Stock owned by Mr. Marmon through an account for his benefit at E*Trade Financial, and (c) the following shares of Common Stock owned by the trusts listed below, the trustee of each of such trusts is Mr. Marmon’s spouse:

Stockholder	Number of Shares of Common Stock Held of Record
Charitable Remainder Unitrust for Vicki Marmon-Youngelman	3,702
Charitable Remainder Unitrust for Maxine Youngelman	1,863
Charitable Remainder Unitrust for Larry Arthur Simms	3,682
Charitable Remainder Unitrust for Beverly H. Marmon Deangelo	5,583
Charitable Remainder Unitrust for Herman S. Marmon	5,707
Annette Powell Trust, Toby Marmon Trustee	1,871
Joanna A. Marmon Trust, Toby Marmon Trustee	45
James Owens Trust, Toby Marmon Trustee	1,801
David Ray Youngelman Trust, Toby Marmon Trustee	5,749
Total:	30,003

EX-10.3

EXHIBIT 10.3

Settlement and Standstill Agreement

This SETTLEMENT AND STANDSTILL AGREEMENT, dated as of July 13, 2007 (the “Agreement”), is by and between Arbinet-thexchange, Inc., a Delaware corporation (“Arbinet”), and the individuals and entities listed on Schedule A hereto (collectively, the “Stockholders”).

WHEREAS, the Stockholders are the beneficial owners of shares of common stock, par value $0.001 per share, of Arbinet (the “Common Stock”); and

WHEREAS, by letter dated March 19, 2007, Karen Singer, as trustee for the Singer Children’s Management Trust (the “Trust”), provided notice to Arbinet of her intention to nominate Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman for election as directors of Arbinet at its 2007 annual meeting of stockholders (the “Stockholder Nomination”);

WHEREAS, Gary Singer acts as a consultant to the Trust; and

WHEREAS, subject to this Agreement the Trust intends hereby to withdraw the Stockholder Nomination and refrain from contesting the election of directors at Arbinet’s 2007 annual meeting of stockholders; and

WHEREAS, Arbinet and the Stockholders intend to provide hereby for, among other matters, enlargement of the Board of Directors of Arbinet (the “Board”) from six (6) to nine (9) members and for the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board to fill the vacancies resulting therefrom, and furthermore, Arbinet and the Stockholders desire to otherwise resolve all matters between them, including those matters at issue in or with respect to the Stockholder Nomination.

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 Stockholders represents and warrants that this Agreement has been duly authorized, executed and delivered by such Stockholder, and is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

(b) Share Ownership of Common Stock. Each of the Stockholders hereby represents and warrants that, as of the date hereof, it and its Affiliates and Associates (as such terms are hereinafter defined) are the “beneficial owners” (as such term is hereinafter defined) of the shares of Common Stock set forth opposite their respective name on Schedule A hereto (the “Shares”), and that neither it nor its Affiliates or Associates beneficially own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock.

(c) Defined Terms. For purposes of this Agreement, the term “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement, the terms “beneficial owner” and “beneficially own” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act, except that a person shall also be deemed to be the beneficial owner of all shares of Common Stock that such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional.

Section 2. Directors.

(a) Additional Directors. The Stockholders and Arbinet agree that as promptly as practicable (but in no event more than the second (2^nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Shawn O’Donnell and Jill Thoerle (together with any successor nominees appointed by the Stockholders pursuant to this Agreement, the “Class III Nominees”) to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 2007 annual meeting of stockholders, and (ii) appoint Stanley Kreitman to fill the newly created directorships on the Board as a Class II director whose term shall expire at Arbinet’s 2009 annual meeting of stockholders. At such time as Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall each become a director of Arbinet in accordance with the terms of this Agreement, Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall agree in writing to be bound by the terms and conditions of Arbinet’s policies applicable to directors, including, without limitation, Arbinet’s Code of Business Conduct & Ethics, Corporate Governance Guidelines, and Insider Trading Policy.

(b) Nominations. Arbinet agrees to nominate Michael J. Ruane, Shawn O’Donnell and Jill Thoerle for election as Class III directors of Arbinet at its 2007 annual meeting of stockholders, and use its reasonable best efforts to cause the election of such persons, each to serve for a three-year term ending upon the election of directors at Arbinet’s 2010 annual meeting of stockholders and until his or her successor is duly elected and qualified.

(c) Committees. Arbinet agrees to appoint (i) Shawn O’Donnell to the Compensation Committee of the Board, (ii) Jill Thoerle to the Audit Committee of the Board, and (iii) Stanley Kreitman to the Nominating and Corporate Governance Committee of the Board.

Section 3. Voting.

(a) 2007 Annual Meeting. The Stockholders, together with their Affiliates and Associates, will not submit any stockholder proposal (pursuant to Rule 14a-8 or otherwise), or any notice of nomination or other business under Arbinet’s Second Amended and Restated By-laws, and will not nominate or oppose directors for election at the 2007 annual meeting of

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stockholders of Arbinet. The Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for the 2007 annual meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted in favor of Michael J. Ruane, Shawn O’Donnell, and Jill Thoerle at such annual meeting or at any adjournments or postponements thereof.

(b) Other Meetings. During the Standstill Period (as such term is hereinafter defined), the Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for any other meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted, at such meeting or any adjournments or postponements thereof, in favor of any matter brought before such meeting upon the recommendation of the Board by a two-thirds ( ²/3^rd) vote of those members voting; provided, however, that this provision will not restrict the Stockholders from voting as they deem appropriate in the exercise of their fiduciary duty with respect to a merger, tender offer, reorganization, recapitalization, sale of assets or other similar transaction that is submitted for stockholder approval at such meeting (it being understood that to the extent any such proposal includes the proposed election of an alternate slate of directors in lieu of directors nominated by Arbinet, the Stockholders, together with their Affiliates and Associates, will in all events be required to vote in favor of Arbinet’s nominees).

(c) Further Assurances. The Stockholders further agree to take all action reasonably necessary to carry out the intention of this Section 3, including, without limitation, delivering to Arbinet upon its written request (and compliance by it with applicable laws) executed proxies naming the proxies appointed by Arbinet for all shares of Common Stock beneficially owned by the Stockholders and/or their Affiliates or Associates as of the record dates for the aforementioned meetings of stockholders.

Section 4. Standstill Arrangements. Each of the Stockholders agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither it nor any of its Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any assets of Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated acquisition of assets of Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; provided, however,

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that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of Arbinet; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act); (c) except as otherwise expressly provided herein, otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of Arbinet; (d) nominate any persons as a director of Arbinet or propose any matter to be voted on by stockholders of Arbinet; (e) take any action which would reasonably be expected to force Arbinet to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) except as otherwise expressly provided herein, enter into any discussions or arrangements with any third party with respect to any of the foregoing. The Stockholders also agree during the Standstill Period not to request Arbinet (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).

Section 5. Withdrawal of Demand and Stockholder Nomination and Proposal. Upon the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board and the committees thereof as required by this Agreement, the Trust hereby withdraws the Stockholder Nomination and shall immediately cease all efforts, direct or indirect, in furtherance of the Stockholder Nomination and any related solicitation.

Section 6. Press Releases and Other Public Statements. During the Standstill Period, Arbinet and the Stockholders agree as follows:

(a) Arbinet agrees, subject to the requirements of applicable federal securities laws, to provide the Stockholders with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about the Stockholders, prior to its public release.

(b) The Stockholders agree, subject to the requirements of applicable federal securities laws, to provide Arbinet with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about Arbinet, prior to its public release.

(c) The initial press release with respect to the execution of this Agreement shall be a press release to be reasonably agreed upon by Arbinet and the Stockholders.

(d) Neither Arbinet nor any of the Stockholders, nor any of their Affiliates or Associates, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) concerning the other party or any of its respective past, present or future general partners, directors, officers or employees, which disparages any of such other party’s respective past, present or future general partners, directors, officers or

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employees as individuals (recognizing that the parties shall be free to comment in good faith regarding the business of Arbinet, provided any such comment shall not otherwise violate the terms of this Agreement).

Section 7. Reimbursement of Certain Expenses. (a) As of the date hereof, Arbinet will pay to the Stockholders $25,000 as reimbursement for all of the Stockholders out-of-pocket expenses incurred in connection with the 2007 annual meeting of stockholders proxy contest and the negotiation of this Agreement.

Section 8. 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 9. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

Section 10. 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 Stockholders:	Addressed to such Stockholder at the address set forth on Schedule B hereto

Section 11. 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

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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 12. 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 13. 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.

Section 14. 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 that is held invalid, void or unenforceable by a court of competent jurisdiction.

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IN WITNESS WHEREOF, each of the parties hereto has executed this Settlement and Standstill 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/ Roger H. Moore
Name:	Roger H. Moore
Title:	Interim Chief Executive Officer and President
SINGER CHILDREN’S FAMILY TRUST
By:	/s/ Karen Singer
Name:	Karen Singer, its Trustee
/s/ Gary Singer
Gary Singer, individually and as consultant to the Singer Children’s Family Trust
/s/ Karen Singer
Karen Singer, individually

Schedule A

Beneficial and Record Ownership of Common Stock

Stockholder	Number of Shares of Common Stock Held Beneficially	Number of Shares of Common Stock Held of Record
Singer Children’s Family Trust	2,460,174	2,460,174
Gary Singer	0	0
Karen Singer	0	0

Schedule B

Stockholder	Address
Singer Children’s Family Trust Gary Singer Karen Singer	212 Vaccaro Drive Cresskill, New Jersey 07626

EX-10.4

EXHIBIT 10.4

Settlement and Standstill Agreement

This SETTLEMENT AND STANDSTILL AGREEMENT, dated as of July 13, 2007 (the “Agreement”), is by and between Arbinet-thexchange, Inc., a Delaware corporation (“Arbinet”), and the individuals and entities listed on Schedule A hereto (collectively, the “Stockholders”).

WHEREAS, the Stockholders are the beneficial owners of shares of common stock, par value $0.001 per share, of Arbinet (the “Common Stock”); and

WHEREAS, by letter dated March 19, 2007, Karen Singer, as trustee for the Singer Children’s Management Trust (the “Trust”), provided notice to Arbinet of her intention to nominate Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman for election as directors of Arbinet at its 2007 annual meeting of stockholders (the “Stockholder Nomination”); and

WHEREAS, subject to this Agreement the Trust intends hereby to withdraw the Stockholder Nomination and refrain from contesting the election of directors at Arbinet’s 2007 annual meeting of stockholders; and

WHEREAS, Arbinet and the Stockholders intend to provide hereby for, among other matters, enlargement of the Board of Directors of Arbinet (the “Board”) from six (6) to nine (9) members and for the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board to fill the vacancies resulting therefrom, and furthermore, Arbinet and the Stockholders desire to otherwise resolve all matters between them, including those matters at issue in or with respect to the Stockholder Nomination.

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 Stockholders represents and warrants that this Agreement has been duly authorized, executed and delivered by such Stockholder, and is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

(b) Share Ownership of Common Stock. Each of the Stockholders hereby represents and warrants that, as of the date hereof, it and its Affiliates and Associates (as such terms are hereinafter defined) are the “beneficial owners” (as such term is hereinafter defined) of the shares of Common Stock set forth opposite their respective name on Schedule A hereto (the “Shares”), and that neither it nor its Affiliates or Associates beneficially own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock.

(c) Defined Terms. For purposes of this Agreement, the term “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement, the terms “beneficial owner” and “beneficially own” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act, except that a person shall also be deemed to be the beneficial owner of all shares of Common Stock that such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional.

Section 2. Directors.

(a) Additional Directors. The Stockholders and Arbinet agree that as promptly as practicable (but in no event more than the second (2^nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Shawn O’Donnell and Jill Thoerle (together with any successor nominees appointed by the Stockholders pursuant to this Agreement, the “Class III Nominees”) to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 2007 annual meeting of stockholders, and (ii) appoint Stanley Kreitman to fill the newly created directorships on the Board as a Class II director whose term shall expire at Arbinet’s 2009 annual meeting of stockholders. At such time as Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall each become a director of Arbinet in accordance with the terms of this Agreement, Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall agree in writing to be bound by the terms and conditions of Arbinet’s policies applicable to directors, including, without limitation, Arbinet’s Code of Business Conduct & Ethics, Corporate Governance Guidelines, and Insider Trading Policy.

(b) Nominations. Arbinet agrees to nominate Michael J. Ruane, Shawn O’Donnell and Jill Thoerle for election as Class III directors of Arbinet at its 2007 annual meeting of stockholders, and use its reasonable best efforts to cause the election of such persons, each to serve for a three-year term ending upon the election of directors at Arbinet’s 2010 annual meeting of stockholders and until his or her successor is duly elected and qualified.

(c) Committees. Arbinet agrees to appoint (i) Shawn O’Donnell to the Compensation Committee of the Board, (ii) Jill Thoerle to the Audit Committee of the Board, and (iii) Stanley Kreitman to the Nominating and Corporate Governance Committee of the Board.

Section 3. Voting.

(a) 2007 Annual Meeting. The Stockholders, together with their Affiliates and Associates, will not submit any stockholder proposal (pursuant to Rule 14a-8 or otherwise), or any notice of nomination or other business under Arbinet’s Second Amended and Restated By-laws, and will not nominate or oppose directors for election at the 2007 annual meeting of stockholders of Arbinet. The Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for the 2007 annual meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted in favor of Michael J. Ruane, Shawn O’Donnell, and Jill Thoerle at such annual meeting or at any adjournments or postponements thereof.

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(b) Other Meetings. During the Standstill Period (as such term is hereinafter defined), the Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for any other meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted, at such meeting or any adjournments or postponements thereof, in favor of any matter brought before such meeting upon the recommendation of the Board by a two-thirds ( ²/3^rd) vote of those members voting; provided, however, that this provision will not restrict the Stockholders from voting as they deem appropriate in the exercise of their fiduciary duty with respect to a merger, tender offer, reorganization, recapitalization, sale of assets or other similar transaction that is submitted for stockholder approval at such meeting (it being understood that to the extent any such proposal includes the proposed election of an alternate slate of directors in lieu of directors nominated by Arbinet, the Stockholders, together with their Affiliates and Associates, will in all events be required to vote in favor of Arbinet’s nominees).

(c) Further Assurances. The Stockholders further agree to take all action reasonably necessary to carry out the intention of this Section 3, including, without limitation, delivering to Arbinet upon its written request (and compliance by it with applicable laws) executed proxies naming the proxies appointed by Arbinet for all shares of Common Stock beneficially owned by the Stockholders and/or their Affiliates or Associates as of the record dates for the aforementioned meetings of stockholders.

Section 4. Standstill Arrangements. Each of the Stockholders agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither it nor any of its Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any assets of Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated acquisition of assets of Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its

3

subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of Arbinet; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act); (c) except as otherwise expressly provided herein, otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of Arbinet; (d) nominate any persons as a director of Arbinet or propose any matter to be voted on by stockholders of Arbinet; (e) take any action which would reasonably be expected to force Arbinet to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) except as otherwise expressly provided herein, enter into any discussions or arrangements with any third party with respect to any of the foregoing. The Stockholders also agree during the Standstill Period not to request Arbinet (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).

Section 5. Withdrawal of Demand and Stockholder Nomination and Proposal. Upon the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board and the committees thereof as required by this Agreement, the Trust has simultaneously agreed to withdraw the Stockholder Nomination and shall immediately cease all efforts, direct or indirect, in furtherance of the Stockholder Nomination and any related solicitation.

Section 6. Press Releases and Other Public Statements. During the Standstill Period, Arbinet and the Stockholders agree as follows:

(a) Arbinet agrees, subject to the requirements of applicable federal securities laws, to provide the Stockholders with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about the Stockholders, prior to its public release.

(b) The Stockholders agree, subject to the requirements of applicable federal securities laws, to provide Arbinet with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about Arbinet, prior to its public release.

(c) The initial press release with respect to the execution of this Agreement shall be a press release to be reasonably agreed upon by Arbinet and the Stockholders.

(d) Neither Arbinet nor any of the Stockholders, nor any of their Affiliates or Associates, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) concerning the other party or any of its respective past, present or future general partners, directors, officers or employees, which disparages any of such other party’s respective past, present or future general partners, directors, officers or employees as individuals (recognizing that the parties shall be free to comment in good faith regarding the business of Arbinet, provided any such comment shall not otherwise violate the terms of this Agreement).

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Section 7. 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 8. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

Section 9. 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 Stockholders:	Addressed to such Stockholder at the address set forth on Schedule B hereto

Section 10. 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.

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Section 11. 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 12. 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.

Section 13. 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 that is held invalid, void or unenforceable by a court of competent jurisdiction.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, each of the parties hereto has executed this Settlement and Standstill 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/ Roger H. Moore
Name:	Roger H. Moore
Title:	Interim Chief Executive Officer and President

CADENCE MASTER LTD.
By:	/s/ Philip R. Broenniman
Name:	Philip R. Broenniman
Title:	Managing Member of
	Cadence Investment Management, LLC
	On behalf of
	Cadence Master Ltd.

Schedule A

Beneficial and Record Ownership of Common Stock

Stockholder	Number of Shares of Common Stock Held Beneficially	Number of Shares of Common Stock Held of Record
Cadence Master Ltd.	318,570	0

Schedule B

Stockholder	Address
Cadence Master Ltd.	Philip R. Broenniman 800 Third Avenue 10th Floor New York, New York 10022

EX-10.5

EXHIBIT 10.5

Settlement and Standstill Agreement

This SETTLEMENT AND STANDSTILL AGREEMENT, dated as of July 13, 2007 (the “Agreement”), is by and between Arbinet-thexchange, Inc., a Delaware corporation (“Arbinet”), and the individuals and entities listed on Schedule A hereto (collectively, the “Stockholders”).

WHEREAS, the Stockholders are the beneficial owners of shares of common stock, par value $0.001 per share, of Arbinet (the “Common Stock”); and

WHEREAS, by letter dated March 19, 2007, Karen Singer, as trustee for the Singer Children’s Management Trust (the “Trust”), provided notice to Arbinet of her intention to nominate Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman for election as directors of Arbinet at its 2007 annual meeting of stockholders (the “Stockholder Nomination”); and

WHEREAS, subject to this Agreement the Trust intends hereby to withdraw the Stockholder Nomination and refrain from contesting the election of directors at Arbinet’s 2007 annual meeting of stockholders; and

WHEREAS, Arbinet and the Stockholders intend to provide hereby for, among other matters, enlargement of the Board of Directors of Arbinet (the “Board”) from six (6) to nine (9) members and for the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board to fill the vacancies resulting therefrom, and furthermore, Arbinet and the Stockholders desire to otherwise resolve all matters between them, including those matters at issue in or with respect to the Stockholder Nomination.

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 Stockholders represents and warrants that this Agreement has been duly authorized, executed and delivered by such Stockholder, and is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

(b) Share Ownership of Common Stock. Each of the Stockholders hereby represents and warrants that, as of the date hereof, it and its Affiliates and Associates (as such terms are hereinafter defined) are the “beneficial owners” (as such term is hereinafter defined) of the shares of Common Stock set forth opposite their respective name on Schedule A hereto (the “Shares”), and that neither it nor its Affiliates or Associates beneficially own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock.

(c) Defined Terms. For purposes of this Agreement, the term “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement, the terms “beneficial owner” and “beneficially own” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act, except that a person shall also be deemed to be the beneficial owner of all shares of Common Stock that such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional.

Section 2. Directors.

(a) Additional Directors. The Stockholders and Arbinet agree that as promptly as practicable (but in no event more than the second (2^nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Shawn O’Donnell and Jill Thoerle (together with any successor nominees appointed by the Stockholders pursuant to this Agreement, the “Class III Nominees”) to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 2007 annual meeting of stockholders, and (ii) appoint Stanley Kreitman to fill the newly created directorships on the Board as a Class II director whose term shall expire at Arbinet’s 2009 annual meeting of stockholders. At such time as Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall each become a director of Arbinet in accordance with the terms of this Agreement, Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall agree in writing to be bound by the terms and conditions of Arbinet’s policies applicable to directors, including, without limitation, Arbinet’s Code of Business Conduct & Ethics, Corporate Governance Guidelines, and Insider Trading Policy.

(b) Nominations. Arbinet agrees to nominate Michael J. Ruane, Shawn O’Donnell and Jill Thoerle for election as Class III directors of Arbinet at its 2007 annual meeting of stockholders, and use its reasonable best efforts to cause the election of such persons, each to serve for a three-year term ending upon the election of directors at Arbinet’s 2010 annual meeting of stockholders and until his or her successor is duly elected and qualified.

(c) Committees. Arbinet agrees to appoint (i) Shawn O’Donnell to the Compensation Committee of the Board, (ii) Jill Thoerle to the Audit Committee of the Board, and (iii) Stanley Kreitman to the Nominating and Corporate Governance Committee of the Board.

Section 3. Voting.

(a) 2007 Annual Meeting. The Stockholders, together with their Affiliates and Associates, will not submit any stockholder proposal (pursuant to Rule 14a-8 or otherwise), or any notice of nomination or other business under Arbinet’s Second Amended and Restated By-laws, and will not nominate or oppose directors for election at the 2007 annual meeting of stockholders of Arbinet. The Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for the 2007 annual meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted in favor of Michael J. Ruane, Shawn O’Donnell, and Jill Thoerle at such annual meeting or at any adjournments or postponements thereof.

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(b) Other Meetings. During the Standstill Period (as such term is hereinafter defined), the Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for any other meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted, at such meeting or any adjournments or postponements thereof, in favor of any matter brought before such meeting upon the recommendation of the Board by a two-thirds ( ²/3^rd) vote of those members voting; provided, however, that this provision will not restrict the Stockholders from voting as they deem appropriate in the exercise of their fiduciary duty with respect to a merger, tender offer, reorganization, recapitalization, sale of assets or other similar transaction that is submitted for stockholder approval at such meeting (it being understood that to the extent any such proposal includes the proposed election of an alternate slate of directors in lieu of directors nominated by Arbinet, the Stockholders, together with their Affiliates and Associates, will in all events be required to vote in favor of Arbinet’s nominees).

(c) Further Assurances. The Stockholders further agree to take all action reasonably necessary to carry out the intention of this Section 3, including, without limitation, delivering to Arbinet upon its written request (and compliance by it with applicable laws) executed proxies naming the proxies appointed by Arbinet for all shares of Common Stock beneficially owned by the Stockholders and/or their Affiliates or Associates as of the record dates for the aforementioned meetings of stockholders.

Section 4. Standstill Arrangements. Each of the Stockholders agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither it nor any of its Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any assets of Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated acquisition of assets of Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its

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subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of Arbinet; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act); (c) except as otherwise expressly provided herein, otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of Arbinet; (d) nominate any persons as a director of Arbinet or propose any matter to be voted on by stockholders of Arbinet; (e) take any action which would reasonably be expected to force Arbinet to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) except as otherwise expressly provided herein, enter into any discussions or arrangements with any third party with respect to any of the foregoing. The Stockholders also agree during the Standstill Period not to request Arbinet (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).

Section 5. Withdrawal of Demand and Stockholder Nomination and Proposal. Upon the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board and the committees thereof as required by this Agreement, the Trust has simultaneously agreed to withdraw the Stockholder Nomination and shall immediately cease all efforts, direct or indirect, in furtherance of the Stockholder Nomination and any related solicitation.

Section 6. Press Releases and Other Public Statements. During the Standstill Period, Arbinet and the Stockholders agree as follows:

(a) Arbinet agrees, subject to the requirements of applicable federal securities laws, to provide the Stockholders with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about the Stockholders, prior to its public release.

(b) The Stockholders agree, subject to the requirements of applicable federal securities laws, to provide Arbinet with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about Arbinet, prior to its public release.

(c) The initial press release with respect to the execution of this Agreement shall be a press release to be reasonably agreed upon by Arbinet and the Stockholders.

(d) Neither Arbinet nor any of the Stockholders, nor any of their Affiliates or Associates, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) concerning the other party or any of its respective past, present or future general partners, directors, officers or employees, which disparages any of such other party’s respective past, present or future general partners, directors, officers or employees as individuals (recognizing that the parties shall be free to comment in good faith regarding the business of Arbinet, provided any such comment shall not otherwise violate the terms of this Agreement).

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Section 7. 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 8. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

Section 9. 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 Stockholders:	Addressed to such Stockholder at the address set forth on Schedule B hereto

Section 10. 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.

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Section 11. 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 12. 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.

Section 13. 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 that is held invalid, void or unenforceable by a court of competent jurisdiction.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, each of the parties hereto has executed this Settlement and Standstill 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/ Roger H. Moore
Name:	Roger H. Moore
Title:	Interim Chief Executive Officer and President
ARCHER CAPITAL MASTER FUND, L.P.
By:	/s/ Eric Edidin
Name:	Eric Edidin
Title:	Director

Schedule A

Beneficial and Record Ownership of Common Stock

Stockholder	Number of Shares of Common Stock Held Beneficially	Number of Shares of Common Stock Held of Record
Archer Capital Master Fund, L.P.	586,494	586,494

Schedule B

Stockholder	Address
Archer Capital Master Fund, L.P.	570 Lexington Avenue 40th Floor New York, New York 10022

EX-10.6

EXHIBIT 10.6

Settlement and Standstill Agreement

This SETTLEMENT AND STANDSTILL AGREEMENT, dated as of July 13, 2007 (the “Agreement”), is by and between Arbinet-thexchange, Inc., a Delaware corporation (“Arbinet”), and the individuals and entities listed on Schedule A hereto (collectively, the “Stockholders”).

WHEREAS, the Stockholders are the beneficial owners of shares of common stock, par value $0.001 per share, of Arbinet (the “Common Stock”); and

WHEREAS, by letter dated March 19, 2007, Karen Singer, as trustee for the Singer Children’s Management Trust (the “Trust”), provided notice to Arbinet of her intention to nominate Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman for election as directors of Arbinet at its 2007 annual meeting of stockholders (the “Stockholder Nomination”); and

WHEREAS, subject to this Agreement the Trust intends hereby to withdraw the Stockholder Nomination and refrain from contesting the election of directors at Arbinet’s 2007 annual meeting of stockholders; and

WHEREAS, Arbinet and the Stockholders intend to provide hereby for, among other matters, enlargement of the Board of Directors of Arbinet (the “Board”) from six (6) to nine (9) members and for the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board to fill the vacancies resulting therefrom, and furthermore, Arbinet and the Stockholders desire to otherwise resolve all matters between them, including those matters at issue in or with respect to the Stockholder Nomination.

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 Stockholders represents and warrants that this Agreement has been duly authorized, executed and delivered by such Stockholder, and is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

(b) Share Ownership of Common Stock. Each of the Stockholders hereby represents and warrants that, as of the date hereof, it and its Affiliates and Associates (as such terms are hereinafter defined) are the “beneficial owners” (as such term is hereinafter defined) of the shares of Common Stock set forth opposite their respective name on Schedule A hereto (the “Shares”), and that neither it nor its Affiliates or Associates beneficially own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock.

(c) Defined Terms. For purposes of this Agreement, the term “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement, the terms “beneficial owner” and “beneficially own” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act, except that a person shall also be deemed to be the beneficial owner of all shares of Common Stock that such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional.

Section 2. Directors.

(a) Additional Directors. The Stockholders and Arbinet agree that as promptly as practicable (but in no event more than the second (2^nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Shawn O’Donnell and Jill Thoerle (together with any successor nominees appointed by the Stockholders pursuant to this Agreement, the “Class III Nominees”) to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 2007 annual meeting of stockholders, and (ii) appoint Stanley Kreitman to fill the newly created directorships on the Board as a Class II director whose term shall expire at Arbinet’s 2009 annual meeting of stockholders. At such time as Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall each become a director of Arbinet in accordance with the terms of this Agreement, Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall agree in writing to be bound by the terms and conditions of Arbinet’s policies applicable to directors, including, without limitation, Arbinet’s Code of Business Conduct & Ethics, Corporate Governance Guidelines, and Insider Trading Policy.

(b) Nominations. Arbinet agrees to nominate Michael J. Ruane, Shawn O’Donnell and Jill Thoerle for election as Class III directors of Arbinet at its 2007 annual meeting of stockholders, and use its reasonable best efforts to cause the election of such persons, each to serve for a three-year term ending upon the election of directors at Arbinet’s 2010 annual meeting of stockholders and until his or her successor is duly elected and qualified.

(c) Committees. Arbinet agrees to appoint (i) Shawn O’Donnell to the Compensation Committee of the Board, (ii) Jill Thoerle to the Audit Committee of the Board, and (iii) Stanley Kreitman to the Nominating and Corporate Governance Committee of the Board.

Section 3. Voting.

(a) 2007 Annual Meeting. The Stockholders, together with their Affiliates and Associates, will not submit any stockholder proposal (pursuant to Rule 14a-8 or otherwise), or any notice of nomination or other business under Arbinet’s Second Amended and Restated By-laws, and will not nominate or oppose directors for election at the 2007 annual meeting of stockholders of Arbinet. The Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for the 2007 annual meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted in favor of Michael J. Ruane, Shawn O’Donnell, and Jill Thoerle at such annual meeting or at any adjournments or postponements thereof.

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(b) Other Meetings. During the Standstill Period (as such term is hereinafter defined), the Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for any other meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted, at such meeting or any adjournments or postponements thereof, in favor of any matter brought before such meeting upon the recommendation of the Board by a two-thirds ( ²/3^rd) vote of those members voting; provided, however, that this provision will not restrict the Stockholders from voting as they deem appropriate in the exercise of their fiduciary duty with respect to a merger, tender offer, reorganization, recapitalization, sale of assets or other similar transaction that is submitted for stockholder approval at such meeting (it being understood that to the extent any such proposal includes the proposed election of an alternate slate of directors in lieu of directors nominated by Arbinet, the Stockholders, together with their Affiliates and Associates, will in all events be required to vote in favor of Arbinet’s nominees).

(c) Further Assurances. The Stockholders further agree to take all action reasonably necessary to carry out the intention of this Section 3, including, without limitation, delivering to Arbinet upon its written request (and compliance by it with applicable laws) executed proxies naming the proxies appointed by Arbinet for all shares of Common Stock beneficially owned by the Stockholders and/or their Affiliates or Associates as of the record dates for the aforementioned meetings of stockholders.

Section 4. Standstill Arrangements. Each of the Stockholders agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither it nor any of its Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any assets of Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated acquisition of assets of Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its

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subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of Arbinet; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act); (c) except as otherwise expressly provided herein, otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of Arbinet; (d) nominate any persons as a director of Arbinet or propose any matter to be voted on by stockholders of Arbinet; (e) take any action which would reasonably be expected to force Arbinet to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) except as otherwise expressly provided herein, enter into any discussions or arrangements with any third party with respect to any of the foregoing. The Stockholders also agree during the Standstill Period not to request Arbinet (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).

Section 5. Withdrawal of Demand and Stockholder Nomination and Proposal. Upon the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board and the committees thereof as required by this Agreement, the Trust has simultaneously agreed to withdraw the Stockholder Nomination and shall immediately cease all efforts, direct or indirect, in furtherance of the Stockholder Nomination and any related solicitation.

Section 6. Press Releases and Other Public Statements. During the Standstill Period, Arbinet and the Stockholders agree as follows:

(a) Arbinet agrees, subject to the requirements of applicable federal securities laws, to provide the Stockholders with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about the Stockholders, prior to its public release.

(b) The Stockholders agree, subject to the requirements of applicable federal securities laws, to provide Arbinet with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about Arbinet, prior to its public release.

(c) The initial press release with respect to the execution of this Agreement shall be a press release to be reasonably agreed upon by Arbinet and the Stockholders.

(d) Neither Arbinet nor any of the Stockholders, nor any of their Affiliates or Associates, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) concerning the other party or any of its respective past, present or future general partners, directors, officers or employees, which disparages any of such other party’s respective past, present or future general partners, directors, officers or employees as individuals (recognizing that the parties shall be free to comment in good faith regarding the business of Arbinet, provided any such comment shall not otherwise violate the terms of this Agreement).

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Section 7. 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 8. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

Section 9. 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 Stockholders:	Addressed to such Stockholder at the address set forth on Schedule B hereto

Section 10. 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.

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Section 11. 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 12. 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.

Section 13. 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 that is held invalid, void or unenforceable by a court of competent jurisdiction.

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IN WITNESS WHEREOF, each of the parties hereto has executed this Settlement and Standstill 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/ Roger H. Moore
Name:	Roger H. Moore
Title:	Interim Chief Executive Officer and President
LC Capital Master Fund, Ltd.
By:	/s/ Richard F. Conway
Name:	Richard F. Conway
Title:	Director
LC Capital/Capital Z SPV, LP
By:	/s/ Richard F. Conway
Name:	Richard F. Conway
Title:	Managing Member of General Partner
Lampe, Conway & Co. LLC
By:	/s/ Steven G. Lampe
Name:	Steven G. Lampe
Title:	Managing Member
By:	/s/ Richard F. Conway
Name:	Richard F. Conway
By:	/s/ Steven G. Lampe
Name:	Steven G. Lampe

Schedule A

Beneficial and Record Ownership of Common Stock

Stockholder	Number of Shares of Common Stock Held Beneficially	Number of Shares of Common Stock Held of Record
LC Capital Master Fund, Ltd.	1,366,318	1,233,693
LC Capital / Capital Z SPV, LP	1,366,318	132,625
Lampe, Conway & Co. LLC	1,366,318	0
Steven G. Lampe	1,366,318	0
Richard F. Conway	1,366,318	0

Lampe, Conway & Co. LLC is investment manager of LC Capital Master Fund, Ltd. and LC Capital / Capital Z SPV, LP.

Steven G. Lampe and Richard F. Conway are managing members of Lampe, Conway & Co. LLC.

Lampe, Conway & Co. LLC, Steven G. Lampe and Richard F. Conway have shared power to vote, direct vote, shared power to dispose and to direct the disposition of shares held by LC Capital Master Fund, Ltd. and LC Capital / Capital Z SPV, LP.

Schedule B

Stockholder	Address
LC Capital Master Fund, Ltd. LC Capital / Capital Z SPV, LP Lampe, Conway & Co. LLC Steven G. Lampe Richard F. Conway	c/o Lampe, Conway & Co. LLC 680 Fifth Avenue—12th Floor New York, New York 10019

EX-10.7

EXHIBIT 10.7

Settlement and Standstill Agreement

This SETTLEMENT AND STANDSTILL AGREEMENT, dated as of July 13, 2007 (the “Agreement”), is by and between Arbinet-thexchange, Inc., a Delaware corporation (“Arbinet”), and the individuals and entities listed on Schedule A hereto (collectively, the “Stockholders”).

WHEREAS, the Stockholders are the beneficial owners of shares of common stock, par value $0.001 per share, of Arbinet (the “Common Stock”); and

WHEREAS, by letter dated March 19, 2007, Karen Singer, as trustee for the Singer Children’s Management Trust (the “Trust”), provided notice to Arbinet of her intention to nominate Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman for election as directors of Arbinet at its 2007 annual meeting of stockholders (the “Stockholder Nomination”); and

WHEREAS, subject to this Agreement the Trust intends hereby to withdraw the Stockholder Nomination and refrain from contesting the election of directors at Arbinet’s 2007 annual meeting of stockholders; and

WHEREAS, Arbinet and the Stockholders intend to provide hereby for, among other matters, enlargement of the Board of Directors of Arbinet (the “Board”) from six (6) to nine (9) members and for the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board to fill the vacancies resulting therefrom, and furthermore, Arbinet and the Stockholders desire to otherwise resolve all matters between them, including those matters at issue in or with respect to the Stockholder Nomination.

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 Stockholders represents and warrants that this Agreement has been duly authorized, executed and delivered by such Stockholder, and is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

(b) Share Ownership of Common Stock. Each of the Stockholders hereby represents and warrants that, as of the date hereof, it and its Affiliates and Associates (as such terms are hereinafter defined) are the “beneficial owners” (as such term is hereinafter defined) of the shares of Common Stock set forth opposite their respective name on Schedule A hereto (the “Shares”), and that neither it nor its Affiliates or Associates beneficially own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock.

(c) Defined Terms. For purposes of this Agreement, the term “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement, the terms “beneficial owner” and “beneficially own” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act, except that a person shall also be deemed to be the beneficial owner of all shares of Common Stock that such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional.

Section 2. Directors.

(a) Additional Directors. The Stockholders and Arbinet agree that as promptly as practicable (but in no event more than the second (2^nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Shawn O’Donnell and Jill Thoerle (together with any successor nominees appointed by the Stockholders pursuant to this Agreement, the “Class III Nominees”) to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 2007 annual meeting of stockholders, and (ii) appoint Stanley Kreitman to fill the newly created directorships on the Board as a Class II director whose term shall expire at Arbinet’s 2009 annual meeting of stockholders. At such time as Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall each become a director of Arbinet in accordance with the terms of this Agreement, Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall agree in writing to be bound by the terms and conditions of Arbinet’s policies applicable to directors, including, without limitation, Arbinet’s Code of Business Conduct & Ethics, Corporate Governance Guidelines, and Insider Trading Policy.

(b) Nominations. Arbinet agrees to nominate Michael J. Ruane, Shawn O’Donnell and Jill Thoerle for election as Class III directors of Arbinet at its 2007 annual meeting of stockholders, and use its reasonable best efforts to cause the election of such persons, each to serve for a three-year term ending upon the election of directors at Arbinet’s 2010 annual meeting of stockholders and until his or her successor is duly elected and qualified.

(c) Committees. Arbinet agrees to appoint (i) Shawn O’Donnell to the Compensation Committee of the Board, (ii) Jill Thoerle to the Audit Committee of the Board, and (iii) Stanley Kreitman to the Nominating and Corporate Governance Committee of the Board.

Section 3. Voting.

(a) 2007 Annual Meeting. The Stockholders, together with their Affiliates and Associates, will not submit any stockholder proposal (pursuant to Rule 14a-8 or otherwise), or any notice of nomination or other business under Arbinet’s Second Amended and Restated By-laws, and will not nominate or oppose directors for election at the 2007 annual meeting of stockholders of Arbinet. The Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for the 2007 annual meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted in favor of Michael J. Ruane, Shawn O’Donnell, and Jill Thoerle at such annual meeting or at any adjournments or postponements thereof.

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(b) Other Meetings. During the Standstill Period (as such term is hereinafter defined), the Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for any other meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted, at such meeting or any adjournments or postponements thereof, in favor of any matter brought before such meeting upon the recommendation of the Board by a two-thirds (2/3^rd) vote of those members voting; provided, however, that this provision will not restrict the Stockholders from voting as they deem appropriate in the exercise of their fiduciary duty with respect to a merger, tender offer, reorganization, recapitalization, sale of assets or other similar transaction that is submitted for stockholder approval at such meeting (it being understood that to the extent any such proposal includes the proposed election of an alternate slate of directors in lieu of directors nominated by Arbinet, the Stockholders, together with their Affiliates and Associates, will in all events be required to vote in favor of Arbinet’s nominees).

(c) Further Assurances. The Stockholders further agree to take all action reasonably necessary to carry out the intention of this Section 3, including, without limitation, delivering to Arbinet upon its written request (and compliance by it with applicable laws) executed proxies naming the proxies appointed by Arbinet for all shares of Common Stock beneficially owned by the Stockholders and/or their Affiliates or Associates as of the record dates for the aforementioned meetings of stockholders.

Section 4. Standstill Arrangements. Each of the Stockholders agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither it nor any of its Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any assets of Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated acquisition of assets of Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its

3

subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of Arbinet; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act); (c) except as otherwise expressly provided herein, otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of Arbinet; (d) nominate any persons as a director of Arbinet or propose any matter to be voted on by stockholders of Arbinet; (e) take any action which would reasonably be expected to force Arbinet to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) except as otherwise expressly provided herein, enter into any discussions or arrangements with any third party with respect to any of the foregoing. The Stockholders also agree during the Standstill Period not to request Arbinet (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).

Section 5. Withdrawal of Demand and Stockholder Nomination and Proposal. Upon the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board and the committees thereof as required by this Agreement, the Trust has simultaneously agreed to withdraw the Stockholder Nomination and shall immediately cease all efforts, direct or indirect, in furtherance of the Stockholder Nomination and any related solicitation.

Section 6. Press Releases and Other Public Statements. During the Standstill Period, Arbinet and the Stockholders agree as follows:

(a) Arbinet agrees, subject to the requirements of applicable federal securities laws, to provide the Stockholders with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about the Stockholders, prior to its public release.

(b) The Stockholders agree, subject to the requirements of applicable federal securities laws, to provide Arbinet with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about Arbinet, prior to its public release.

(c) The initial press release with respect to the execution of this Agreement shall be a press release to be reasonably agreed upon by Arbinet and the Stockholders.

(d) Neither Arbinet nor any of the Stockholders, nor any of their Affiliates or Associates, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) concerning the other party or any of its respective past, present or future general partners, directors, officers or employees, which disparages any of such other party’s respective past, present or future general partners, directors, officers or employees as individuals (recognizing that the parties shall be free to comment in good faith regarding the business of Arbinet, provided any such comment shall not otherwise violate the terms of this Agreement).

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Section 7. 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 8. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

Section 9. 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 Stockholders:	Addressed to such Stockholder at the address set forth on Schedule B hereto

Section 10. 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.

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Section 11. 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 12. 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.

Section 13. 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 that is held invalid, void or unenforceable by a court of competent jurisdiction.

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IN WITNESS WHEREOF, each of the parties hereto has executed this Settlement and Standstill 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/ Roger H. Moore
Name:	Roger H. Moore
Title:	Interim Chief Executive Officer and President
BAY HARBOUR MANAGEMENT, LC
By:	/s/ Steven A. Van Dyke
Name:	Steven A. Van Dyke, CFA
Title:	Managing Principal and Founder
TROPHY HUNTER INVESTMENTS, LTD.
By:	/s/ Steven A. Van Dyke
Name:	Steven A. Van Dyke
Title:	Member of General Partner of Trophy Hunter Investments, Ltd.

Schedule A

Beneficial and Record Ownership of Common Stock

Stockholder	Number of Shares of Common Stock Held Beneficially		Number of Shares of Common Stock Held of Record
Bay Harbour Management, LC	519,900	(1)	0
Trophy Hunter Investments, Ltd.	0		519,900

(1) Bay Harbour Management, LC is the investment manager to Trophy Hunter Investments, Ltd.

Schedule B

Stockholder	Address
Bay Harbour Management, LC	885 3rd Avenue, 34th Floor,
Trophy Hunter Investments, Ltd.	New York, New York 10022

EX-10.8

EXHIBIT 10.8

Settlement and Standstill Agreement

This SETTLEMENT AND STANDSTILL AGREEMENT, dated as of July 13, 2007 (the “Agreement”), is by and between Arbinet-thexchange, Inc., a Delaware corporation (“Arbinet”), and the individuals and entities listed on Schedule A hereto (collectively, the “Stockholders”).

WHEREAS, the Stockholders are the beneficial owners of shares of common stock, par value $0.001 per share, of Arbinet (the “Common Stock”); and

WHEREAS, by letter dated March 19, 2007, Karen Singer, as trustee for the Singer Children’s Management Trust (the “Trust”), provided notice to Arbinet of her intention to nominate Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman for election as directors of Arbinet at its 2007 annual meeting of stockholders (the “Stockholder Nomination”); and

WHEREAS, subject to this Agreement the Trust intends hereby to withdraw the Stockholder Nomination and refrain from contesting the election of directors at Arbinet’s 2007 annual meeting of stockholders; and

WHEREAS, Arbinet and the Stockholders intend to provide hereby for, among other matters, enlargement of the Board of Directors of Arbinet (the “Board”) from six (6) to nine (9) members and for the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board to fill the vacancies resulting therefrom, and furthermore, Arbinet and the Stockholders desire to otherwise resolve all matters between them, including those matters at issue in or with respect to the Stockholder Nomination.

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 Stockholders represents and warrants that this Agreement has been duly authorized, executed and delivered by such Stockholder, and is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

(b) Share Ownership of Common Stock. Each of the Stockholders hereby represents and warrants that, as of the date hereof, it and its Affiliates and Associates (as such terms are hereinafter defined) are the “beneficial owners” (as such term is hereinafter defined) of the shares of Common Stock set forth opposite their respective name on Schedule A hereto (the “Shares”), and that neither it nor its Affiliates or Associates beneficially own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock.

(c) Defined Terms. For purposes of this Agreement, the term “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement, the terms “beneficial owner” and “beneficially own” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act, except that a person shall also be deemed to be the beneficial owner of all shares of Common Stock that such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional.

Section 2. Directors.

(a) Additional Directors. The Stockholders and Arbinet agree that as promptly as practicable (but in no event more than the second (2^nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Shawn O’Donnell and Jill Thoerle (together with any successor nominees appointed by the Stockholders pursuant to this Agreement, the “Class III Nominees”) to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 2007 annual meeting of stockholders, and (ii) appoint Stanley Kreitman to fill the newly created directorships on the Board as a Class II director whose term shall expire at Arbinet’s 2009 annual meeting of stockholders. At such time as Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall each become a director of Arbinet in accordance with the terms of this Agreement, Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman shall agree in writing to be bound by the terms and conditions of Arbinet’s policies applicable to directors, including, without limitation, Arbinet’s Code of Business Conduct & Ethics, Corporate Governance Guidelines, and Insider Trading Policy.

(b) Nominations. Arbinet agrees to nominate Michael J. Ruane, Shawn O’Donnell and Jill Thoerle for election as Class III directors of Arbinet at its 2007 annual meeting of stockholders, and use its reasonable best efforts to cause the election of such persons, each to serve for a three-year term ending upon the election of directors at Arbinet’s 2010 annual meeting of stockholders and until his or her successor is duly elected and qualified.

(c) Committees. Arbinet agrees to appoint (i) Shawn O’Donnell to the Compensation Committee of the Board, (ii) Jill Thoerle to the Audit Committee of the Board, and (iii) Stanley Kreitman to the Nominating and Corporate Governance Committee of the Board.

Section 3. Voting.

(a) 2007 Annual Meeting. The Stockholders, together with their Affiliates and Associates, will not submit any stockholder proposal (pursuant to Rule 14a-8 or otherwise), or any notice of nomination or other business under Arbinet’s Second Amended and Restated By-laws, and will not nominate or oppose directors for election at the 2007 annual meeting of stockholders of Arbinet. The Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for the 2007 annual meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted in favor of Michael J. Ruane, Shawn O’Donnell, and Jill Thoerle at such annual meeting or at any adjournments or postponements thereof.

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(b) Other Meetings. During the Standstill Period (as such term is hereinafter defined), the Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for any other meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted, at such meeting or any adjournments or postponements thereof, in favor of any matter brought before such meeting upon the recommendation of the Board by a two-thirds (2/3^rd) vote of those members voting; provided, however, that this provision will not restrict the Stockholders from voting as they deem appropriate in the exercise of their fiduciary duty with respect to a merger, tender offer, reorganization, recapitalization, sale of assets or other similar transaction that is submitted for stockholder approval at such meeting (it being understood that to the extent any such proposal includes the proposed election of an alternate slate of directors in lieu of directors nominated by Arbinet, the Stockholders, together with their Affiliates and Associates, will in all events be required to vote in favor of Arbinet’s nominees).

(c) Further Assurances. The Stockholders further agree to take all action reasonably necessary to carry out the intention of this Section 3, including, without limitation, delivering to Arbinet upon its written request (and compliance by it with applicable laws) executed proxies naming the proxies appointed by Arbinet for all shares of Common Stock beneficially owned by the Stockholders and/or their Affiliates or Associates as of the record dates for the aforementioned meetings of stockholders.

Section 4. Standstill Arrangements. Each of the Stockholders agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither it nor any of its Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any assets of Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated acquisition of assets of Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its

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subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of Arbinet; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act); (c) except as otherwise expressly provided herein, otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of Arbinet; (d) nominate any persons as a director of Arbinet or propose any matter to be voted on by stockholders of Arbinet; (e) take any action which would reasonably be expected to force Arbinet to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) except as otherwise expressly provided herein, enter into any discussions or arrangements with any third party with respect to any of the foregoing. The Stockholders also agree during the Standstill Period not to request Arbinet (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).

Section 5. Withdrawal of Demand and Stockholder Nomination and Proposal. Upon the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board and the committees thereof as required by this Agreement, the Trust has simultaneously agreed to withdraw the Stockholder Nomination and shall immediately cease all efforts, direct or indirect, in furtherance of the Stockholder Nomination and any related solicitation.

Section 6. Press Releases and Other Public Statements. During the Standstill Period, Arbinet and the Stockholders agree as follows:

(a) Arbinet agrees, subject to the requirements of applicable federal securities laws, to provide the Stockholders with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about the Stockholders, prior to its public release.

(b) The Stockholders agree, subject to the requirements of applicable federal securities laws, to provide Arbinet with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about Arbinet, prior to its public release.

(c) The initial press release with respect to the execution of this Agreement shall be a press release to be reasonably agreed upon by Arbinet and the Stockholders.

(d) Neither Arbinet nor any of the Stockholders, nor any of their Affiliates or Associates, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) concerning the other party or any of its respective past, present or future general partners, directors, officers or employees, which disparages any of such other party’s respective past, present or future general partners, directors, officers or employees as individuals (recognizing that the parties shall be free to comment in good faith regarding the business of Arbinet, provided any such comment shall not otherwise violate the terms of this Agreement).

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Section 7. 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 8. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

Section 9. 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 Stockholders:	Addressed to such Stockholder at the address set forth on Schedule B hereto

Section 10. 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.

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Section 11. 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 12. 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.

Section 13. 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 that is held invalid, void or unenforceable by a court of competent jurisdiction.

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IN WITNESS WHEREOF, each of the parties hereto has executed this Settlement and Standstill 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/ Roger H. Moore
Name:	Roger H. Moore
Title:	Interim Chief Executive Officer and President
SIMPLEX TRADING COMPANY
By:	/s/ David S. Oros
Name:	David S. Oros
Title:	President/Treasurer

Schedule A

Beneficial and Record Ownership of Common Stock

Stockholder	Number of Shares of Common Stock Held Beneficially	Number of Shares of Common Stock Held of Record
Simplex Trading Company*	200,400*	0

* Merrill Lynch account

Schedule B

Stockholder	Address
Simplex Trading Company	621 E. Pratt Street Suite 601 Baltimore, Maryland 21202

EX-10.9

EXHIBIT 10.9

Voting Support and Standstill Agreement

This VOTING SUPPORT AND STANDSTILL AGREEMENT, dated as of July 13, 2007 (the “Agreement”), is by and between Arbinet-thexchange, Inc., a Delaware corporation (“Arbinet”), and the individuals and entities listed on Schedule A hereto (collectively, the “Stockholders”).

WHEREAS, the Stockholders are the beneficial owners of shares of common stock, par value $0.001 per share, of Arbinet (the “Common Stock”); and

WHEREAS, by letter dated March 19, 2007, Karen Singer, as trustee for the Singer Children’s Management Trust (the “Trust”), provided notice to Arbinet of her intention to nominate Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman for election as directors of Arbinet at its 2007 annual meeting of stockholders (the “Stockholder Nomination”); and

WHEREAS, Arbinet has informed the Stockholders that it intends to provide for, among other matters, enlargement of the Board of Directors of Arbinet (the “Board”) from six (6) to nine (9) members and for the appointment of Shawn O’Donnell, Jill Thoerle, and Stanley Kreitman to the Board to fill the vacancies resulting therefrom.

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 Stockholders represents and warrants that this Agreement has been duly authorized, executed and delivered by such Stockholder, and is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

(b) Share Ownership of Common Stock. Each of the Stockholders hereby represents and warrants that, as of the date hereof, it is the “beneficial owner” (as such term is hereinafter defined) of the shares of Common Stock set forth opposite its name on Schedule A hereto (the “Shares”), that neither it nor its Affiliates or Associates (as such terms are hereinafter defined) beneficially own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock, and that no person or entity other than itself or its Affiliates and Associates may be deemed the beneficial owner of the Shares set forth on Schedule A hereto.

(c) Defined Terms. For purposes of this Agreement, the term “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”). For purposes of this Agreement, the terms “beneficial owner” and “beneficially own” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act, except that a person shall also be deemed to be the beneficial owner of all shares of Common Stock that such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional.

Section 2. Directors.

(a) Additional Directors. Arbinet agrees that as promptly as practicable (but in no event more than the second (2^nd) business day) following the execution of this Agreement by the parties hereto, the Board will increase the size of the Board to nine (9) members and (i) appoint Shawn O’Donnell and Jill Thoerle (together with any successor nominees appointed by the Stockholders pursuant to this Agreement, the “Class III Nominees”) to fill the newly created directorships on the Board as Class III directors whose term shall expire at Arbinet’s 2007 annual meeting of stockholders, and (ii) appoint Stanley Kreitman to fill the newly created directorships on the Board as a Class II director whose term shall expire at Arbinet’s 2009 annual meeting of stockholders.

(b) Nominations. Arbinet agrees to nominate Michael J. Ruane, Shawn O’Donnell and Jill Thoerle for election as Class III directors of Arbinet at its 2007 annual meeting of stockholders, and use its reasonable best efforts to cause the election of such persons, each to serve for a three-year term ending upon the election of directors at Arbinet’s 2010 annual meeting of stockholders and until his or her successor is duly elected and qualified.

(c) Committees. Arbinet agrees to appoint (i) Shawn O’Donnell to the Compensation Committee of the Board, (ii) Jill Thoerle to the Audit Committee of the Board, and (iii) Stanley Kreitman to the Nominating and Corporate Governance Committee of the Board.

Section 3. Voting.

(a) 2007 Annual Meeting. The Stockholders, together with their Affiliates and Associates, will not submit any stockholder proposal (pursuant to Rule 14a-8 or otherwise), or any notice of nomination or other business under Arbinet’s Second Amended and Restated By-laws, and will not nominate or oppose directors for election at the 2007 annual meeting of stockholders of Arbinet. The Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for the 2007 annual meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted in favor of Michael J. Ruane, Shawn O’Donnell, and Jill Thoerle at such annual meeting or at any adjournments or postponements thereof.

(b) Other Meetings. During the Standstill Period (as such term is hereinafter defined), the Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for any other meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted, at such meeting or any adjournments or postponements thereof, in favor of any matter brought before such meeting

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upon the recommendation of the Board by a two-thirds (2/3^rd) vote of those members voting; provided, however, that this provision will not restrict the Stockholders from voting as they deem appropriate in the exercise of their fiduciary duty with respect to a merger, tender offer, reorganization, recapitalization, sale of assets or other similar transaction that is submitted for stockholder approval at such meeting (it being understood that to the extent any such proposal includes the proposed election of an alternate slate of directors in lieu of directors nominated by Arbinet, the Stockholders, together with their Affiliates and Associates, will in all events be required to vote in favor of Arbinet’s nominees).

(c) Further Assurances. The Stockholders further agree to take all action reasonably necessary to carry out the intention of this Section 3, including, without limitation, delivering to Arbinet upon its written request (and compliance by it with applicable laws) executed proxies naming the proxies appointed by Arbinet for all shares of Common Stock beneficially owned by the Stockholders and/or their Affiliates or Associates as of the record dates for the aforementioned meetings of stockholders.

Section 4. Standstill Arrangements. Each of the Stockholders agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither it nor any of its Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any assets of Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated acquisition of assets of Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of Arbinet; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to any of the items listed in Section 4(a) above; (c) except as otherwise expressly provided herein, otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of Arbinet; (d) nominate any persons as a director of Arbinet

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or propose any matter to be voted on by stockholders of Arbinet; (e) take any action which would reasonably be expected to force Arbinet to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) except as otherwise expressly provided herein, enter into any discussions or arrangements with any third party with respect to any of the foregoing. The Stockholders also agree during the Standstill Period not to request Arbinet (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).

Section 5. Press Releases and Other Public Statements. During the Standstill Period, Arbinet and the Stockholders agree as follows:

(a) Arbinet agrees, subject to the requirements of applicable federal securities laws, to provide the Stockholders with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about the Stockholders, prior to its public release.

(b) The Stockholders agree, subject to the requirements of applicable federal securities laws, to provide Arbinet with an opportunity to review and comment on any press release, public filing, or letter to Arbinet’s stockholders containing statements about Arbinet, prior to its public release.

(c) The initial press release with respect to the execution of this Agreement shall be a press release to be reasonably agreed upon by Arbinet and the Stockholders.

(d) Neither Arbinet nor any of the Stockholders, nor any of their Affiliates or Associates, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) concerning the other party or any of its respective past, present or future general partners, directors, officers or employees, which disparages any of such other party’s respective past, present or future general partners, directors, officers or employees as individuals (recognizing that the parties shall be free to comment in good faith regarding the business of Arbinet, provided any such comment shall not otherwise violate the terms of this Agreement).

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Section 6. 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 7. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

Section 8. 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 Stockholders:	Addressed to such Stockholder at the address set forth on Schedule C hereto

Section 9. 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.

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Section 10. 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 11. 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.

Section 12. 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 that is held invalid, void or unenforceable by a court of competent jurisdiction.

Section 13. No Third Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for the benefit of the parties hereto and no other person or entity shall be a third party beneficiary thereof.

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IN WITNESS WHEREOF, each of the parties hereto has executed this Voting Support and Standstill 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/ Roger H. Moore
Name:	Roger H. Moore
Title:	Interim Chief Executive Officer and President
GREYWOLF CAPITAL PARTNERS II LP
By:	Greywolf Advisors LLC
Its:	General Partner
By:	/s/ Jonathan Savitz
Name:	Jonathan Savitz
Title:	Senior Managing Member
GREYWOLF CAPITAL OVERSEAS FUND
By:	Greywolf Capital Management LP
Its:	Investment Manager
By:	/s/ Jonathan Savitz
Name:	Jonathan Savitz
Title:	Managing Member
GREYWOLF ADVISORS LLC
By:	/s/ Jonathan Savitz
Name:	Jonathan Savitz
Title:	Senior Managing Member

GREYWOLF CAPITAL MANAGEMENT LP
By:	/s/ Jonathan Savitz
Name:	Jonathan Savitz
Title:	Managing Member
GREYWOLF GP LLC
By:	/s/ Jonathan Savitz
Name:	Jonathan Savitz
Title:	Managing Member
/s/ Jonathan Savitz
Jonathan Savitz, individually

Schedule A

Beneficial and Record Ownership of Common Stock

Stockholder	Number of Shares of Common Stock Held Beneficially		Number of Shares of Common Stock Held of Record
Greywolf Capital Partners II LP	455,576	(1)	455,576	(1)
Greywolf Capital Overseas Fund	1,084,263	(1)	1,084,263	(1)
Greywolf Advisors LLC	455,576	(1)	—
Greywolf Capital Management LP	1,539,839	(1)	—
Greywolf GP LLC	1,539,839	(1)	—
Jonathan Savitz	1,539,839	(1)	—

(1) The shares reported listed above for Greywolf Capital Partners II LP (“Greywolf Capital II”) are owned directly by Greywolf Capital II and those reported by Greywolf Capital Overseas Fund (“Greywolf Overseas” and together with Greywolf Capital II, the “Greywolf Funds”) are owned directly by Greywolf Overseas. Greywolf Advisors LLC (the “General Partner”), as general partner to Greywolf Capital II, may be deemed to be the beneficial owner of all such shares owned by Greywolf Capital II. Greywolf Capital Management LP (the “Investment Manager”), as investment manager of the Greywolf Funds, may be deemed to be the beneficial owner of all such shares owned by the Greywolf Funds. Greywolf GP LLC (the “Investment Manager General Partner”), as general partner of the Investment Manager, may be deemed to be the beneficial owner of all such shares owned by the Greywolf Funds. Jonathan Savitz, as the senior managing member of the General Partner and as the sole managing member of the Investment Manager General Partner, may be deemed to be the beneficial owner of all such shares owned by the Greywolf Funds. Each of the General Partner, the Investment Manager, the Investment Manager General Partner, and Mr. Savitz hereby disclaims any beneficial ownership of any such shares.

Schedule B

Stockholder	Address
Greywolf Capital Partners II LP Greywolf Advisors LLC Greywolf Capital Management LP Greywolf GP LLC Jonathan Savitz	4 Manhattanville Road Suite 201 Purchase, New York 10577
Greywolf Capital Overseas Fund	Queensgate House South Church Street P.O. Box 1234 George Town, Grand Cayman

EX-99.1

EXHIBIT 99.1

For Immediate Release

ARBINET EXPANDS BOARD WITH THREE NEW INDEPENDENT DIRECTORS

Annual Meeting to be Held on August 21, 2007

New Brunswick, NJ, July 13, 2007 – Arbinet-thexchange, Inc. (NasdaqGM: ARBX) today announced that three new independent directors, Stanley Kreitman, Shawn F. O’Donnell, and Jill Thoerle, have been appointed to the Company’s Board of Directors. With the addition of these directors, Arbinet’s Board has been expanded to nine directors, seven of whom are independent.

The Company also announced that its 2007 Annual Meeting of Stockholders will be held at Heldrich Hotel, 10 Livingston Avenue in New Brunswick, New Jersey on Tuesday, August 21, 2007 at 10:00 a.m. Eastern time. The record date for determination of stockholders entitled to vote at the meeting has been set as the close of business on July 19, 2007. Mr. O’Donnell and Ms. Thoerle will be nominated for election at the 2007 Annual Meeting. Michael J. Ruane, a director of the Company since March 2004 and Chairman of the Company’s Audit Committee, will also be nominated for re-election at the 2007 Annual Meeting. Mr. Kreitman has been appointed as a Class II director, which are nominated for election at the 2009 Annual Meeting.

“We are pleased to welcome these directors to Arbinet’s Board,” said Robert C. Atkinson, Chairman of Arbinet’s Board of Directors. “Collectively, these new directors bring over 70 years of experience in the telecommunications and technology sectors as well as additional expertise in finance and operational turnarounds. We are confident that their support and insight can accelerate our progress in strengthening the core business and our plan for growth.”

On June 11, 2007, Arbinet announced that the Board’s Nominating and Corporate Governance Committee had initiated a search for new, independent director candidates and that the Committee would solicit input from shareholders regarding such candidates. The appointments announced today are a result of that process and are part of individual agreements reached with certain investors that will enable Arbinet to avoid a proxy contest at the Company’s 2007 Annual Meeting. As part of each of the individual agreements, which will be incorporated into a report on Form 8-K to be filed by Arbinet, the investors have agreed to abide by certain standstill provisions through July 13, 2008 and to vote their shares in favor of the Company’s director nominees at the 2007 Annual Meeting.

Biography of Mr. Kreitman

Since 1993, Mr. Kreitman has served as Chairman of Manhattan Associates, an investment banking company. In addition, since 2001, he has served as Senior Advisor of the Advisory Board to Signature Bank. From 1975 until his retirement in 1994, Mr. Kreitman was President of United States Banknote Corporation, a securities printing company. Mr. Kreitman serves as a member of the Board of Directors of Capital Lease Funding, CCA Industries, Geneva Mortgage Corp., KSW, Inc., and Medallion Financial Corp., all publicly-traded companies. He also serves as Chairman of the New York Board of Corrections and as a member of the Century Bank (Sarasota, Florida) Board of Directors. Mr. Kreitman received a B.S. from New York University and an M.B.A. from New York University Graduate School of Business.

Biography of Mr. O’Donnell

Mr. O’Donnell currently is a Senior Director at the consulting firm CXO, which specializes in management and operational consulting. From 2005 through 2006, Mr. O’Donnell served as Chief Operating Officer for Capital and Technology Advisors, a consulting firm specializing in the telecommunications and technology sectors. Previously, Mr. O’Donnell was Executive Vice President of Network Services and Systems at PathNet Telecommunications, Inc., which he joined in 1989. Prior to that, Mr. O’Donnell held several positions at MCI Telecommunications Corporation, including Director of Transmission and Facility Standards and Engineering. Mr. O’Donnell served on the Boards of Terrestar Networks, Inc. and Mobile Satellite Ventures, LP from 2004 through 2006. He is currently a member of the Board of Shared Technologies. He received his B.S. in Electrical Engineering from Pennsylvania State University and his Masters in Electrical Engineering from Virginia Polytechnic University.

Biography of Ms. Thoerle

In March 2007, Ms. Thoerle was appointed Chief Financial Officer of Mediaport Entertainment Inc., a digital media distribution company, where she has served as a Board member and advisor since March 2006. In 2001, Ms. Thoerle co-founded the REO Group, a consulting firm where she served through 2006. From 2001 through 2004, Ms. Thoerle was an Operations Professional with Cerberus Capital Management, where she provided investment and turnaround services for portfolio companies in the media, technology and communications sector. She served as the President and Chief Executive Officer of OnTera Broadband, a telecommunication services company, from 2000 through 2001. From 1996 through 2000, Ms. Thoerle was Vice President, Corporate Strategy and New Business Development at AT&T/Teleport Communications Group. Ms. Thoerle holds a Bachelor’s degree from City College of New York and a Master’s degree from Columbia University.

About Arbinet

Arbinet solutions simplify the exchange of digital communications in a converging world. These include exchanges, a transaction management platform, and managed services which streamline performance and improve profitability for Members.

Arbinet’s 900 voice and data Members, including the world’s 10 largest international carriers, use Arbinet’s Internet based electronic platforms to buy, sell, deliver and settle transactions valued at about $500 million in 2006. These Members include fixed, mobile and VoIP carriers, ISPs and content providers from more than 60 countries who exchange voice, data, content and value added services.

For more information about Arbinet’s solutions visit www.arbinet.com.

Forward-Looking Statements

This press release contains forward-looking statements, including but not limited to statements about the Company’s strategic and business plans. Various important risks and uncertainties may cause the Company’s actual results to differ materially from the results indicated by these forward-looking statements, including, without limitation: the effect on the Company’s business of the announcements concerning the strategic alternative process and the changes to its management; the ability to retain and attract key management personnel; members (in particular, significant trading members) not trading on our exchange or utilizing our new and additional services (including data on thexchange, DirectAxcess^SM, PrivateExchange^SM, AssuredAxcess^SM, PeeringSolutions^SM, and rightsrouter^®); continued volatility in the volume and mix of trading activity (including the average call duration and the mix of geographic markets traded); our uncertain and long member enrollment cycle; the failure to manage our credit risk and pricing pressure. For a further list and description of the risks and uncertainties the Company faces, please refer to the Company’s Annual Report on Form 10-K and other filings, which have been filed with the Securities and Exchange Commission. The Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise and such statements are current only as of the date they are made.

Contacts:

Jack Wynne

Arbinet-thexchange, Inc.

(732) 509-9230

Eric Brielmann / Andi Salas

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449