1 THIS WARRANT AND THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS....Shared Technologies Cellular Inc • July 19th, 1999 • Services-telephone interconnect systems • Massachusetts
1 EXHIBIT 4.5 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 3 OF THIS WARRANTShared Technologies Cellular Inc • May 15th, 2001 • Radiotelephone communications • Connecticut
RECITALS:Loan Agreement • July 19th, 1999 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • Massachusetts
RECITALS:Registration Rights Agreement • July 23rd, 1999 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • Connecticut
OFShared Technologies Cellular Inc • February 12th, 1999 • Services-telephone interconnect systems
2 3 2.4 Limitations on Disposition. Such Purchaser acknowledges that, except as provided in the Registration Rights Agreement, the Securities have not been and are not being registered under the Securities Act and may not be transferred or resold...Securities Purchase Agreement • February 12th, 1999 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October 1, 1999, by and between Shared Technologies Cellular, Inc., a Delaware corporation (the "Company"), and each of the entities whose names appear on the...Securities Purchase Agreement • October 13th, 1999 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • New York
ARTICLE II REGISTRATION RIGHTSRegistration Rights Agreement • October 13th, 1999 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • New York
Plan #001 STANDARDIZED ADOPTION AGREEMENT PROTOTYPE CASH OR DEFERRED PROFIT- SHARING PLAN AND TRUST Sponsored by PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. The Employer named below hereby establishes a Cash or Deferred Profit-Sharing Plan for eligible...Adoption Agreement • September 19th, 1997 • Shared Technologies Cellular Inc • Services-telephone interconnect systems
RECITALS:Second Amendment Agreement • May 12th, 2000 • Shared Technologies Cellular Inc • Services-telephone interconnect systems
RECITALS:First Amendment Agreement • May 12th, 2000 • Shared Technologies Cellular Inc • Services-telephone interconnect systems
WITNESSETHEmployment Agreement • March 30th, 2000 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • Connecticut
1 EXHIBIT 4.6 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 3 OF THIS WARRANTShared Technologies Cellular Inc • May 15th, 2001 • Radiotelephone communications • Connecticut
2 3 6. SECTION 2.6 OF THE CREDIT AGREEMENT IS AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:Third Amendment Agreement • August 14th, 2000 • Shared Technologies Cellular Inc • Services-telephone interconnect systems
ARTICLE I THE MERGERAgreement and Plan of Merger • November 17th, 2000 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • Delaware
WITNESSETHEmployment Agreement • March 30th, 2000 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • Connecticut
1 2 The parties have agreed to amend the Credit Agreement and the Original Note upon the terms and conditions set forth herein.Fourth Amendment Agreement • March 30th, 2001 • Shared Technologies Cellular Inc • Services-telephone interconnect systems
1 2 SECTION I. AMENDMENTS TO CREDIT AGREEMENT.Fifth Amendment Agreement • May 15th, 2001 • Shared Technologies Cellular Inc • Radiotelephone communications
RECITALS:Sixth Amendment Agreement • May 15th, 2001 • Shared Technologies Cellular Inc • Radiotelephone communications • Connecticut
RECITALS:Seventh Amendment Agreement • May 15th, 2001 • Shared Technologies Cellular Inc • Radiotelephone communications
RECITALS:Eighth Amendment Agreement • August 14th, 2001 • Shared Technologies Cellular Inc • Radiotelephone communications
2 3 Agreement is still in effect as of such date.Employment Agreement • May 12th, 2000 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • Connecticut
1 2 The parties have agreed to further amend the Credit Agreement upon the terms and conditions set forth herein.Tenth Amendment Agreement • August 14th, 2001 • Shared Technologies Cellular Inc • Radiotelephone communications
RECITALS:Ninth Amendment Agreement • August 14th, 2001 • Shared Technologies Cellular Inc • Radiotelephone communications
WITNESSETH:Stock Purchase Agreement • July 23rd, 1999 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • Connecticut
1 2 The parties have agreed to further amend the Credit Agreement upon the terms and conditions set forth herein.Eleventh Amendment Agreement • August 14th, 2001 • Shared Technologies Cellular Inc • Radiotelephone communications
2 3 2. TERM. This Agreement shall commence as of the date first written above and have an initial term of two (2) years. The term hereof shall automatically renew for successive one (1) year terms unless either party gives notice of termination at...Prepaid Cellular Reseller Agreement • June 21st, 1999 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • New York
RECITALS:Consulting Agreement • July 23rd, 1999 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • Connecticut
1 SECURITY AGREEMENT AND ASSIGNMENT THIS SECURITY AGREEMENT AND ASSIGNMENT (THE "AGREEMENT") is dated as of July 7, 1999 and is entered into by and among SHARED TECHNOLOGIES CELLULAR, INC., a corporation organized under the laws of the State of...1 Security Agreement and Assignment • July 19th, 1999 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • Massachusetts
RECITALS:1 Services Agreement • July 23rd, 1999 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • Delaware
1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 28, 1999, by and among Shared Technologies Cellular, Inc., a Delaware corporation (the "Company"), and each of the entities whose names appear on the...Registration Rights Agreement • February 12th, 1999 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • New York
1 EXHIBIT 4.21 REFERRAL AGREEMENT ------------------ REFERRAL AGREEMENT This Agreement (the "Agreement") is made as of the 28th day of November, 2000, by and between SHARED TECHNOLOGIES CELLULAR, INC., a Delaware corporation, having offices at 100...Referral Agreement • March 30th, 2001 • Shared Technologies Cellular Inc • Services-telephone interconnect systems • Connecticut
FIRST AMENDMENT --------------- FIRST AMENDMENTShared Technologies Cellular Inc • March 30th, 2001 • Services-telephone interconnect systems
