Talton Invision Inc Sample Contracts

Talton Invision Inc – EMPLOYMENT AGREEMENT (December 17th, 1997)

EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of --------- November 15, 1997 (the "Effective Date"), by and between Talton Holdings, Inc., -------------- a Delaware corporation (the "Company"), and Jeffrey D. Cushman, a resident of ------- the State of Texas (the "Executive"). --------- RECITALS WHEREAS, the Company is the owner of the outstanding shares of capital stock of (i) Talton Telecommunications Corporation, an Alabama corporation ("TTC"), (ii) AmeriTel Pay Phones, Inc., a Missouri corporation ("AmeriTel"), --- ------

Talton Invision Inc – WARRANT AGREEMENT (November 7th, 1997)

EXHIBIT 4.12 [EUF Warrants] WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") is entered into as of December 27, 1996 by and between Talton Holdings, Inc., a Delaware corporation (the "Company") and Onyx Talton Partners, L.P. (the "Holder"). Contemporaneously with the execution of this Agreement, the Holder has agreed to acquire 100 shares of the Company's Class B Common Stock, $0.01 per value ("Class B Common"). The Class B Common carry the right for the Holder to acquire and, the Company has agreed to issue and sell to the Holder, as part of the issuance of the Class B Common, a Stock Purchase Warrant, as hereinafter described (the "Warrant"), to purchase 293.0920 shares (the "Shares") of the Company's Class A Common Stock, $0.01 par value ("Class A Common"). The issuance of the Warrant by the Company shall oc

Talton Invision Inc – CONSULTING AND STRATEGIC SERVICES AGREEMENT (November 7th, 1997)

EXHIBIT 10.8 CONSULTING AND STRATEGIC SERVICES AGREEMENT ------------------------------------------- THIS CONSULTING AND STRATEGIC SERVICES AGREEMENT (the "Agreement") is made and entered into as of December 27, 1996 (the "Effective Date"), by and between TALTON HOLDINGS, INC., a Delaware corporation (the "Company"), and EUF TALTON, L.P., a Texas limited partnership (the "Consultant"). RECITALS -------- WHEREAS, the Company desires to retain the services of the Consultant to provide certain strategic management consulting services; and WHEREAS, the Consultant is capable of providing such strategic management consulting services and is willing to provide the services desired by the Company; and WHEREAS, the Consultant a

Talton Invision Inc – SHAREHOLDERS AGREEMENT (November 7th, 1997)

EXHIBIT 4.6 SHAREHOLDERS AGREEMENT ---------------------- THIS SHAREHOLDERS AGREEMENT (the "Agreement") is made and entered into as of --------- December 27, 1996, among each Person (as defined below) listed on the signature pages hereto (such Persons, other Persons who become parties hereto in accordance with the provisions hereof, and their respective successors and permitted assigns are hereinafter individually referred to as a "Holder" and ------ collectively referred to as the "Holders") and Talton Holdings, Inc., a Delaware ------- corporation (the "Company"). ------- W I T N E S S E T H:

Talton Invision Inc – REGISTRATION RIGHTS AGREEMENT (November 7th, 1997)

EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT ----------------------------- This REGISTRATION RIGHTS AGREEMENT is entered into as of December 27, 1996 by and among Talton Holdings, Inc., a Delaware corporation (the "Company") and the Holders (herein so called) listed on Exhibit A attached hereto. WHEREAS, the Company has agreed to issue the following securities (the "Securities"): (i) Class A Common Stock, par value $0.01 per share, (ii) Class B Common Stock, par value $0.01 per share which upon the occurrence of certain events is convertible into shares of Class A Common Stock, (iii) Senior Preferred Stock, par value $0.01 per share which is convertible into Class A Common Stock and (iv) warrants to purchase shares of Class A Common Stock; WHEREAS, each Holder has agreed to acquire the type of Securities set forth opposite his name on Exhibit A attached her

Talton Invision Inc – EMPLOYMENT AGREEMENT (November 7th, 1997)

EXHIBIT 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and dated as of December 27, 1996 (the "Effective Date"), by and between Talton Holdings, Inc., a Delaware corporation (the "Company"), and JULIUS E. TALTON, JR., a resident of the State of Alabama (the "Executive"). RECITALS -------- WHEREAS, the Company and or its subsidiaries is acquiring all of the outstanding shares of capital stock of Talton Telecommunications Corporation, an Alabama corporation ("TTC") and all of the outstanding shares of capital stock of AmeriTel Pay Phones, Inc., a Missouri corporation ("AmeriTel"); WHEREAS, the Executive is currently employed by TTC, pursuant to that certain employment agreement (the "Existing Employment Agreement"), which Existing Employment Agreement is superseded by this Agr

Talton Invision Inc – CONSULTING AGREEMENT (November 7th, 1997)

EXHIBIT 10.7 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and dated as of December 27, 1996 (the "Effective Date"), by and between Talton Holdings, Inc., a Delaware corporation (the "Company"), and JULIUS E. TALTON, a resident of the State of Alabama (the "Consultant"). RECITALS -------- WHEREAS, the Company is acquiring all of the outstanding shares of capital stock of Talton Telecommunications Corporation, an Alabama corporation ("TTC") and all of the outstanding shares of capital stock of AmeriTel Pay Phones, Inc., a Missouri corporation ("AmeriTel"); WHEREAS, the Consultant is a major shareholder of TTC, and as a condition and in consideration for the Company's acquisition of his shares, the Consultant has agreed to enter into this Agreement; WHEREAS, the Consultant has acquir

Talton Invision Inc – WARRANT AGREEMENT (November 7th, 1997)

EXHIBIT 4.9 [EUF Warrants] WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") is entered into as of December 27, 1996 by and between Talton Holdings, Inc., a Delaware corporation (the "Company") and Gregg L. Engles (the "Holder"). Contemporaneously with the execution of this Agreement, the Holder has agreed to acquire 100 shares of the Company's Class B Common Stock, $0.01 per value ("Class B Common"). The Class B Common carry the right for the Holder to acquire and, the Company has agreed to issue and sell to the Holder, as part of the issuance of the Class B Common, a Stock Purchase Warrant, as hereinafter described (the "Warrant"), to purchase 448.6842 shares (the "Shares") of the Company's Class A Common Stock, $0.01 par value ("Class A Common"). The issuance of the Warrant by the Company shall occur concurrentl

Talton Invision Inc – EMPLOYMENT AGREEMENT (November 7th, 1997)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of June 2, 1997, (the "Effective Date"), by and between Talton Holdings, Inc., a Delaware corporation (the "Company"), and John A. Crooks, Jr., a resident of the State of Texas (the "Executive"). RECITALS -------- WHEREAS, the Company is the owner of all of the outstanding shares of capital stock of Talton Telecommunications Corporation, an Alabama corporation ("TTC"), all of the outstanding shares of capital stock of AmeriTel Pay Phones, Inc., a Missouri corporation ("AmeriTel") and all of the outstanding shares of capital stock of Talton STC, Inc., a Delaware corporation ("Talton STC") (the Company, TTC, AmeriTel, Talton STC and their respective affiliates and subsidiaries are sometimes referred to h

Talton Invision Inc – WARRANT AGREEMENT (November 7th, 1997)

EXHIBIT 4.18 [EUF Warrants] WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") is entered into as of December 27, 1996 by and between Talton Holdings, Inc., a Delaware corporation (the "Company") and Todd W. Follmer (the "Holder"). Contemporaneously with the execution of this Agreement, the Holder has agreed to acquire 100 shares of the Company's Class B Common Stock, $0.01 per value ("Class B Common"). The Class B Common carry the right for the Holder to acquire and, the Company has agreed to issue and sell to the Holder, as part of the issuance of the Class B Common, a Stock Purchase Warrant, as hereinafter described (the "Warrant"), to purchase 336.5132 shares (the "Shares") of the Company's Class A Common Stock, $0.01 par value ("Class A Common"). The issuance of the Warrant by the Company shall occur

Talton Invision Inc – WARRANT AGREEMENT (November 7th, 1997)

EXHIBIT 4.7 [EUF Warrants] WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") is entered into as of December 27, 1996 by and between Talton Holdings, Inc., a Delaware corporation (the "Company") and CIBC Wood Gundy Ventures, Inc. (the "Holder"). Contemporaneously with the execution of this Agreement, the Holder has agreed to acquire 4,850 shares of the Company's Class A Common Stock, $0.01 per value ("Class A Common") and, in connection therewith, the Company has agreed to issue and sell to the Holder a Stock Purchase Warrant, as hereinafter described (the "Warrant"), to purchase 1085.5263 shares (the "Shares") of the Company's Class A Common. The issuance of the Warrant by the Company shall occur concurrently with the Holder's acquisition of the Class A Common. In consideration of the foregoing and f

Talton Invision Inc – WARRANT AGREEMENT (November 7th, 1997)

EXHIBIT 4.10 [EUF Warrants] WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") is entered into as of December 27, 1996 by and between Talton Holdings, Inc., a Delaware corporation (the "Company") and Gregg L. Engles (the "Holder"). Contemporaneously with the execution of this Agreement, the Holder has agreed to acquire 100 shares of the Company's Class B Common Stock, $0.01 per value ("Class B Common"). The Class B Common carry the right for the Holder to acquire and, the Company has agreed to issue and sell to the Holder, as part of the issuance of the Class B Common, a Stock Purchase Warrant, as hereinafter described (the "Warrant"), to purchase 336.5132 shares (the "Shares") of the Company's Class A Common Stock, $0.01 par value ("Class A Common"). The issuance of the Warrant by the Company shall occur concurrent

Talton Invision Inc – WARRANT AGREEMENT (November 7th, 1997)

EXHIBIT 4.19 [EUF Warrants] WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") is entered into as of December 27, 1996 by and between Talton Holdings, Inc., a Delaware corporation (the "Company") and Todd W. Follmer (the "Holder"). Contemporaneously with the execution of this Agreement, the Holder has agreed to acquire 100 shares of the Company's Class B Common Stock, $0.01 per value ("Class B Common"). The Class B Common carry the right for the Holder to acquire and, the Company has agreed to issue and sell to the Holder, as part of the issuance of the Class B Common, a Stock Purchase Warrant, as hereinafter described (the "Warrant"), to purchase 328.0769 shares (the "Shares") of the Company's Class A Common Stock, $0.01 par value ("Class A Common"). The issuance of the Warrant by the Company shall occur concurrentl

Talton Invision Inc – WARRANT AGREEMENT (November 7th, 1997)

EXHIBIT 4.17 [EUF Warrants] WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") is entered into as of December 27, 1996 by and between Talton Holdings, Inc., a Delaware corporation (the "Company") and Todd W. Follmer (the "Holder"). Contemporaneously with the execution of this Agreement, the Holder has agreed to acquire 100 shares of the Company's Class B Common Stock, $0.01 per value ("Class B Common"). The Class B Common carry the right for the Holder to acquire and, the Company has agreed to issue and sell to the Holder, as part of the issuance of the Class B Common, a Stock Purchase Warrant, as hereinafter described (the "Warrant"), to purchase 448.6842 shares (the "Shares") of the Company's Class A Common Stock, $0.01 par value ("Class A Common"). The issuance of the Warrant by the Company shall occur concurre

Talton Invision Inc – WARRANT AGREEMENT (November 7th, 1997)

EXHIBIT 4.8 [EUF Warrants] WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") is entered into as of December 27, 1996 by and between Talton Holdings, Inc., a Delaware corporation (the "Company") and Gregg L. Engles (the "Holder"). Contemporaneously with the execution of this Agreement, the Holder has agreed to acquire 100 shares of the Company's Class B Common Stock, $0.01 per value ("Class B Common"). The Class B Common carry the right for the Holder to acquire and, the Company has agreed to issue and sell to the Holder, as part of the issuance of the Class B Common, a Stock Purchase Warrant, as hereinafter described (the "Warrant"), to purchase 328.0769 shares (the "Shares") of the Company's Class A Common Stock, $0.01 par value ("Class A Common"). The issuance of the Warrant by the Company shall occur concurrentl

Talton Invision Inc – WARRANT AGREEMENT (November 7th, 1997)

EXHIBIT 4.11 [EUF Warrants] WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") is entered into as of December 27, 1996 by and between Talton Holdings, Inc., a Delaware corporation (the "Company") and Onyx Talton Partners, L.P. (the "Holder"). Contemporaneously with the execution of this Agreement, the Holder has agreed to acquire 100 shares of the Company's Class B Common Stock, $0.01 per value ("Class B Common"). The Class B Common carry the right for the Holder to acquire and, the Company has agreed to issue and sell to the Holder, as part of the issuance of the Class B Common, a Stock Purchase Warrant, as hereinafter described (the "Warrant"), to purchase 390.7895 shares (the "Shares") of the Company's Class A Common Stock, $0.01 par value ("Class A Common"). The issuance of the Warrant by the Company shall

Talton Invision Inc – EMPLOYMENT AGREEMENT (November 7th, 1997)

EXHIBIT 10.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of December 27, 1996 (the "Effective Date"), by and between Talton Holdings, Inc., a Delaware corporation (the "Company"), and John R. Summers, a resident of the State of Missouri (the "Executive"). RECITALS -------- WHEREAS, the Company and or its subsidiaries is acquiring all of the outstanding shares of capital stock of Talton Telecommunications Corporation, an Alabama corporation ("TTC") and all of the outstanding shares of capital stock of AmeriTel Pay Phones, Inc., a Missouri corporation ("AmeriTel"); WHEREAS, the Executive is currently employed by AmeriTel, pursuant to that certain employment agreement (the "Existing Employment Agreement"), which Existing Employment Agreement is superseded by th

Talton Invision Inc – CONSULTING AGREEMENT (November 7th, 1997)

EXHIBIT 10.6 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and dated as of December 27, 1996 (the "Effective Date"), by and between Talton Holdings, Inc., a Delaware corporation (the "Company"), and JAMES E. LUMPKIN, a resident of the State of Alabama (the "Consultant"). RECITALS -------- WHEREAS, the Company is acquiring all of the outstanding shares of capital stock of Talton Telecommunications Corporation, an Alabama corporation ("TTC") and all of the outstanding shares of capital stock of AmeriTel Pay Phones, Inc., a Missouri corporation ("AmeriTel"); WHEREAS, the Consultant is a major shareholder of TTC, and as a condition and in consideration for the Company's acquisition of his shares, the Consultant has agreed to enter into this Agreement; WHEREAS, the Consultant has a

Talton Invision Inc – WARRANT AGREEMENT (November 7th, 1997)

EXHIBIT 4.15 [EUF Warrants] WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") is entered into as of December 27, 1996 by and between Talton Holdings, Inc., a Delaware corporation (the "Company") and Joseph P. Urso (the "Holder"). Contemporaneously with the execution of this Agreement, the Holder has agreed to acquire 100 shares of the Company's Class B Common Stock, $0.01 per value ("Class B Common"). The Class B Common carry the right for the Holder to acquire and, the Company has agreed to issue and sell to the Holder, as part of the issuance of the Class B Common, a Stock Purchase Warrant, as hereinafter described (the "Warrant"), to purchase 336.5132 shares (the "Shares") of the Company's Class A Common Stock, $0.01 par value ("Class A Common"). The issuance of the Warrant by the Company shall occur concurrently

Talton Invision Inc – WARRANT AGREEMENT (November 7th, 1997)

EXHIBIT 4.16 [EUF Warrants] WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") is entered into as of December 27, 1996 by and between Talton Holdings, Inc., a Delaware corporation (the "Company") and Joseph P. Urso (the "Holder"). Contemporaneously with the execution of this Agreement, the Holder has agreed to acquire 100 shares of the Company's Class B Common Stock, $0.01 per value ("Class B Common"). The Class B Common carry the right for the Holder to acquire and, the Company has agreed to issue and sell to the Holder, as part of the issuance of the Class B Common, a Stock Purchase Warrant, as hereinafter described (the "Warrant"), to purchase 328.0769 shares (the "Shares") of the Company's Class A Common Stock, $0.01 par value ("Class A Common"). The issuance of the Warrant by the Company shall occur concurr

Talton Invision Inc – WARRANT AGREEMENT (November 7th, 1997)

EXHIBIT 4.14 [EUF Warrants] WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") is entered into as of December 27, 1996 by and between Talton Holdings, Inc., a Delaware corporation (the "Company") and Joseph P. Urso (the "Holder"). Contemporaneously with the execution of this Agreement, the Holder has agreed to acquire 100 shares of the Company's Class B Common Stock, $0.01 per value ("Class B Common"). The Class B Common carry the right for the Holder to acquire and, the Company has agreed to issue and sell to the Holder, as part of the issuance of the Class B Common, a Stock Purchase Warrant, as hereinafter described (the "Warrant"), to purchase 448.6842 shares (the "Shares") of the Company's Class A Common Stock, $0.01 par value ("Class A Common"). The issuance of the Warrant by the Company shall occur concur

Talton Invision Inc – WARRANT AGREEMENT (November 7th, 1997)

EXHIBIT 4.13 [EUF Warrants] WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") is entered into as of December 27, 1996 by and between Talton Holdings, Inc., a Delaware corporation (the "Company") and Onyx Talton Partners, L.P. (the "Holder"). Contemporaneously with the execution of this Agreement, the Holder has agreed to acquire 100 shares of the Company's Class B Common Stock, $0.01 per value ("Class B Common"). The Class B Common carry the right for the Holder to acquire and, the Company has agreed to issue and sell to the Holder, as part of the issuance of the Class B Common, a Stock Purchase Warrant, as hereinafter described (the "Warrant"), to purchase 285.7444 shares (the "Shares") of the Company's Class A Common Stock, $0.01 par value ("Class A Common"). The issuance of the Warra