EX-10.1



 Exhibit 10.1 

March 30, 2015 
 Voltari
Corporation 
 601 West 26th Street, Suite 415 
 New York, NY
10001 
 Attn: Richard Sadowsky 
  

			
	RE:		Waiver of the Right to Exercise Holder Redemption Option w/r/t Shares of Series J Preferred Stock of Voltari Corporation Owned, Beneficially or of Record, by the Waiving Holders

 Mr. Sadowsky: 

Reference is hereby made to Exhibit A to the Amended and Restated Certificate of Incorporation, as amended (the “Certificate of
Designations”), of Voltari Corporation (the “Company”), establishing the Company’s 13% Redeemable Series J Preferred Stock, $0.001 par value per share (the “Series J Preferred Stock”). All capitalized
terms used but not specifically defined in this letter agreement shall have the meanings given to such terms in the Certificate of Designations. 

On March 30, 2015, the Company closed its previously announced offering of subscription rights (the “Rights Offering”)
to purchase up to an aggregate of 4,300,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”). Following the completion, and as a result of the Rights Offering, Mr. Carl C. Icahn,
through the holders set forth on the signature page below, became the “beneficial owner” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of an aggregate of
approximately 52.3% of the Common Stock (which constitutes the Company’s only Company Voting Securities), resulting in a Change in Control pursuant to the terms of the Certificate of Designations, which in turn constitutes a Redemption Event
pursuant to the terms of the Certificate of Designations (the “Rights Offering Redemption Event”). 
 Pursuant to
Section 5(ii) of the Certificate of Designations, upon the occurrence of a Redemption Event, subject to certain conditions each Holder shall have the right, at such Holder’s option, to require the Company to redeem at the Redemption Price
on the Holder Redemption Date all or a portion of such Holder’s shares of Series J Preferred Stock (the “Holder Redemption Option”), in accordance with the terms, procedures, and conditions set forth in the Certificate of
Designations. 
 Solely with respect to the Rights Offering Redemption Event, each holder set forth on the signature page below (each a
“Waiving Holder” and collectively, the “Waiving Holders”) hereby absolutely, unconditionally and irrevocably waives, on its own behalf and on behalf of its successors and assigns, its right to exercise the Holder
Redemption Option with respect to all shares of Series J Preferred Stock owned, beneficially or of record, by such Waiving Holder (the “Shares”). Each Waiving Holder agrees to take all such further action as may be necessary, proper
or desirable, at the request and at the expense of the Company, in order to evidence, effectuate or to otherwise carry out the intent of this 







 
letter agreement, including, but not limited to, instructing the Depository Trust Company, or through its nominee, Cede & Co., to waive the right to exercise the Holder Redemption Option
with respect to the Shares. 
 Each Waiving Holder hereby represents and warrants to the Company that this letter agreement constitutes a
legal, valid and binding waiver and obligation, enforceable against such Waiving Holder in accordance with its terms. 
 The validity,
interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York without regard to choice of law principles thereof. 

[Signature Page Follows] 







 
			
	Sincerely,
	
	HIGH RIVER LIMITED PARTNERSHIP
	By:		Hopper Investments LLC, general partner
	By:		Barberry Corp., its sole member
		
	By:		 /s/ Keith Cozza

	Name:		Keith Cozza
	Title:		Secretary and Treasurer
	
	KOALA HOLDING LP
	By:		Koala Holding GP Corp.
		
	By:		 /s/ Keith Cozza

	Name:		Keith Cozza
	Title:		Secretary and Treasurer


  

			
	Agreed to and Acknowledged:
	
	VOLTARI CORPORATION
		
	By:		 /s/ Richard Sadowsky

	Name:		Richard Sadowsky
	Title:		Acting Chief Executive Officer