Wolfpack Corp Sample Contracts

Equitel Inc – 2002 LONG-TERM INCENTIVE PLAN (June 3rd, 2002)

equitel, inc. Exhibit 10.9 2002 LONG-TERM INCENTIVE PLAN equitel, inc. 2002 LONG-TERM INCENTIVE PLAN ARTICLE 1 GENERAL ------- 1.1 Purpose. The equitel, inc. 2002 Long-Term Incentive Plan (the "Plan") ------- has been established by equitel, inc. (the "Company") (i) to attract and retain persons eligible to participate in the Plan; (ii) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (iii) provide incentive compensation opportunities that are competitive with those of other similar companies; and (iv) further identify Participants' interests with those of the Company's other shareholders through compensation that is based on the Company's common stock; and thereby promote the long

Equitel Inc – SEVERANCE BENEFITS AND EMPLOYMENT AGREEMENT (May 30th, 2002)

EXHIBIT 10.8 SEVERANCE BENEFITS AND EMPLOYMENT AGREEMENT ------------------------------------------- This Agreement is made and entered into effective as of the 1st day of January, 2001, by and between equitel, inc., a Delaware corporation (hereinafter called "equitel"), its subsidiaries listed on the signature page hereto and ------- ________________(hereinafter called "Officer"). ------- W I T N E S S E T H: -------------------- The Company recognizes that Officer's contributions to the past and future growth and success of the Company have been, and are expected to continue to be, substantial. The Company therefore desires to assure the Company of Officer's services as an employee of, and for the benefit of, the Company and its Affiliates in an executive, man

Equitel Inc – SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE (May 30th, 2002)

EXHIBIT 4.2 WOLFPACK CORPORATION SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE PAYABLE TO LANCER OFFSHORE, INC. TABLE OF CONTENTS 1. Definitions ..................................................... 4 2. Terms of Note ................................................... 11 2.1 Interest and Maturity ..................................... 11 2.2 Manner and Place of Payment ............................... 12 2.3 Optional Prepayment; Non-Transferability .................. 12 2.4 Events of Default.......................................... 12 3. Negative Covenants .............................................. 14 3.1 Limitation on Other Senior Subordinated Indebtedness....... 14 3.2 Limitations on Liens ...................

Equitel Inc – NOTE EXCHANGE, RESTRUCTURE AND CONVERSION AGREEMENT (May 30th, 2002)

EXHIBIT 10.6 NOTE EXCHANGE, RESTRUCTURE AND CONVERSION AGREEMENT THIS NOTE EXCHANGE, RESTRUCTURE AND CONVERSION AGREEMENT (this "Agreement") is made and entered into as of this 28th day of September, 2001, by and between EQUITEL, INC., a Delaware corporation ("equitel"), WOLFPACK CORPORATION, a Delaware corporation ("Wolfpack") and LANCER PARTNERS, LIMITED PARTNERSHIP and LANCER OFFSHORE (the "Debt Holders," "you" or "your"). RECITALS: Prior to the date hereof, Capital Research, Ltd., Michael Lauer and Viator Fund, Ltd. transferred all of their right, title and interest in all debt obligations of equitel to Debt Holders. This Agreement provides that the debt of equitel held by or owed to the Debt Holders (the "equitel Debt") will be converted (i) into Wolfpack Debt and (ii) thereafter, into Wolfpack common stock on a dollar for doll

Equitel Inc – SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE (May 30th, 2002)

EXHIBIT 4.3 WOLFPACK CORPORATION SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE PAYABLE TO LANCER PARTNERS, LIMITED PARTNERS TABLE OF CONTENTS 1. Definitions ............................................................ 4 2. Terms of Note .......................................................... 11 2.1 Interest and Maturity ......................................... 11 2.2 Manner and Place of Payment ................................... 11 2.3 Optional Prepayment; Non-Transferability ...................... 12 2.4 Events of Default ............................................. 12 3. Negative Covenants ..

Equitel Inc – SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE (May 30th, 2002)

EXHIBIT 4.5 WOLFPACK CORPORATION SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE PAYABLE TO LANCER PARTNERS, LIMITED PARTNERS TABLE OF CONTENTS 1. Definitions ........................................................... 1 ----------- 2. Terms of Note ......................................................... 8 ------------- 2.1 Interest and Maturity ............................................ 8 --------------------- 2.2 Manner and Place of Payment ...................................... 8 --------------------------- 2.3 Optional Prepayment; Non-Transferability ......................... 8 ---------------------------------------- 2.4 Events of Default ................................................ 9

Equitel Inc – SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE (May 30th, 2002)

EXHIBIT 4.4 WOLFPACK CORPORATION SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE PAYABLE TO LANCER OFFSHORE, INC. TABLE OF CONTENTS 1. Definitions .............................................................. 1 ----------- 2. Terms of Note ............................................................ 8 ------------------- 2.1 Interest and Maturity ........................................... 8 --------------------- 2.2 Manner and Place of Payment ..................................... 8 --------------------------- 2.3 Optional Prepayment; Non-Transferability ........................ 8

Equitel Inc – DEBT CONVERSION AGREEMENT (May 30th, 2002)

EXHIBIT 10.7 DEBT CONVERSION AGREEMENT This DEBT CONVERSION AGREEMENT (the "Agreement") is entered into as of the 11/th/ day of December, 2001 by and among WOLFPACK CORPORATION, a Delaware corporation ("Wolfpack"), LANCER OFFSHORE, INC., a British Virgin Islands corporation ("Lancer Offshore"), and LANCER PARTNERS, LIMITED PARTNERSHIP, a Connecticut limited partnership ("Lancer Partners"). WHEREAS, the parties executed a Term Sheet on or about December 11, 2001 describing a transaction in which outstanding indebtedness owed by Wolfpack to Lancer Offshore and Lancer Partners is to be cancelled and converted into shares of Wolfpack common stock; and WHEREAS, this Debt Conversion Agreement is intended to document such cancellation and conversion. NOW, THEREFORE, the parties agree as follows: 1. Conversion of Debt owed to Lancer Partners. Lan

Equitel Inc – SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE (May 20th, 2002)

EXHIBIT 4.2 WOLFPACK CORPORATION SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE PAYABLE TO LANCER OFFSHORE, INC. TABLE OF CONTENTS 1. Definitions .................................................... 1 -- ----------- 2. Terms of Note .................................................. 8 -- ------------- 2.1 Interest and Maturity ................................. 8 --------------------- 2.2 Manner and Place of Payment ........................... 8 --------------------------- 2.3 Optional Prepayment; Non-Transferability .............. 8 ---------------------------------------- 2.4 Events of Default ............................

Wolfpack Corp – STOCK PURCHASE AGREEMENT (October 15th, 2001)

EXHIBIT 2.1 STOCK PURCHASE AGREEMENT Among WOLFPACK CORPORATION equitel, inc. ALPHA OMEGA GROUP, INC. CAPITAL RESEARCH, LTD. LANCER OFFSHORE, INC. and LANCER PARTNERS, LIMITED PARTNERS ______________________________ SEPTEMBER 28, 2001 TABLE OF CONTENTS ----------------- ARTICLE I....................................................................................................... 1 DEFINITIONS...........

Wolfpack Corp – STOCK PURCHASE AGREEMENT (May 11th, 2001)

STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of the 29/th/ day of January, 2001, by and between Wolfpack Corporation, a Delaware corporation ("Purchaser") with its principal executive offices at c/o Capital Investment Partners, LLC, The Europa Center, 100 Europa Drive, Suite 455, Chapel Hill, North Carolina 27514; Basic Phone, Inc., a Texas corporation ("Target") with its principal executive offices at 2207 MacArthur Drive, Orange, Texas 77631; Warren J. Landry, Jr. residing at 6101 Hazelwood, Orange, Texas 77632; Sonda J. Landry, wife of Warren J. Landry, Jr., residing at 6101 Hazelwood, Orange, Texas 77632; Shari' Ernst residing at 104 So. 2 1/2 Street, Texas 77627; Chad Kibodeaux residing at 205 McCabe Lane, Orange, Texas 77632; Christopher Kovatch residing at 614 Dupont Drive, Orange, Texas 77630 and Tara Greenwood residing at 4260 McFarland Circle, Orange, Texas 77632 (each a "Shareholder" and collectiv

Wolfpack Corp – STOCK PURCHASE AGREEMENT (April 20th, 2001)

EXHIBIT 10.6 STOCK PURCHASE AGREEMENT ------------------------ This Stock Purchase Agreement ("Agreement") is made as of October 1, 2000 by and among Susan H. Coker ("Susan") and Peter L. Coker, Sr. ("Peter," and collectively with Susan, the "Purchasers"), individuals having an address at 12804 Morehead, Chapel Hill, North Carolina 27514-8443, and Wolfpack Corporation, a Delaware corporation, with a place of business at The Europa Center, 100 Europa Drive, Suite 455, Chapel Hill, North Carolina 27514 ("Wolfpack"). WHEREAS, Wolfpack owns all of the issued and outstanding shares "Shares") of capital stock of Dina Porter, Inc., a North Carolina corporation, ("Dina Porter") and AAM Investment Council, Inc., a Pennsylvania corporation ("AAM", and collectively with Dina Porter, the "Companies"); and WHEREAS, Susan is the Secretary and a director

Wolfpack Corp – COMMON STOCK PURCHASE AGREEMENT (April 21st, 2000)

Exhibit 10.4 ================================================================================ COMMON STOCK PURCHASE AGREEMENT By and Among WILLIAM W. EVANS IRA A. HUNT, JR. JOHN PATRICK WELLINGTON MICHELLE MAIDENBERG (the "Purchasers") and WOLFPACK CORPORATION -------------------------------------------- Dated as of March 31, 2000 -------------------------------------------- ================================================================================ TABLE OF CONTENTS

Wolfpack Corp – Company Press Release (April 21st, 2000)

EXHIBIT 10.5 Company Press Release For Immediate Release --------------------- Wolfpack Corporation to acquire Jetco Communications Corporation RALEIGH, N.C.--April 20, 2000-Wolfpack Corporation (OTCBB: WLFP) today announced that it has entered into agreements to acquire JetCo Communications Corporation. Under the agreements, Wolfpack will acquire a majority of the issued and outstanding capital stock of JetCo, including its subsidiaries, which do business under the names E-Z Fon Services, Inc. ("E-Z Fon") and E-Z Wireless, Inc. ("E-Z Wireless"). JetCo shareholders will receive 10,001,850 shares of newly issued common stock of Wolfpack. Under the terms of the transaction, JetCo shareholders will own approximately 57% of the capital stock of Wolfpack on a fully diluted basis. The acquisition is subject to several conditions, including JetCo acquiring businesses with revenues of an aggregate of at least $1,000

Wolfpack Corp – COMMON STOCK PURCHASE AGREEMENT (April 21st, 2000)

Exhibit 10.1 ================================================================================ COMMON STOCK PURCHASE AGREEMENT By and Between WOLFPACK CORPORATION (the "Purchaser") and JETCO COMMUNICATIONS CORPORATION -------------------------------------------- Dated as of January 13, 2000 -------------------------------------------- ================================================================================ TABLE OF CONTENTS Page ----

Wolfpack Corp – COMMON STOCK PURCHASE AGREEMENT (April 21st, 2000)

EXHBIT 10.3 ================================================================================ COMMON STOCK PURCHASE AGREEMENT By and Between WOLFPACK CORPORATION (the "Purchaser") and JETCO COMMUNICATIONS CORPORATION --------------------------- Dated as of March 31, 2000 --------------------------- TABLE OF CONTENTS Page ---- Art