TEL-SAVE HOLDINGS, INC. 6805 Route 202 New Hope, PA 18938Tel Save Holdings Inc • December 22nd, 1997 • Radiotelephone communications
TEL-SAVE HOLDINGS, INC. 4.5% Convertible Subordinated Notes Due 2002 REGISTRATION AGREEMENTTel Save Holdings Inc • November 7th, 1997 • Radiotelephone communications • New York
To WILMINGTON TRUST COMPANY TrusteeTalk America • March 14th, 2002 • Radiotelephone communications • New York
24. CHANGES IN END USER LOCAL EXCHANGE SERVICE PROVIDER SELECTION 79 25. COMPLIANCE AND CERTIFICATION 80 26. LAW ENFORCEMENT 81 27. RELATIONSHIP OF THE PARTIES/INDEPENDENT CONTRACTOR 82 28. NO THIRD PARTY BENEFICIARIES; DISCLAIMER OF AGENCY 82 29....Talk America • April 1st, 2002 • Radiotelephone communications • Ohio
EXHIBIT 10.48 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 8th day of March, 2000 between Talk.com, Inc., a Delaware corporation (the "Company"), and Warren Brasselle ("Employee"). WHEREAS, Company...Employment Agreement • April 1st, 2002 • Talk America • Radiotelephone communications • Pennsylvania
RECITALS:Registration Rights Agreement • January 20th, 1999 • Tel Save Com Inc • Radiotelephone communications • New York
CREDIT AGREEMENTCredit Agreement • August 14th, 1997 • Tel Save Holdings Inc • Radiotelephone communications • North Carolina
EXHIBIT 10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 3rd day of July, 1997 by and among Tel-Save, Inc. ("Company"), a Pennsylvania corporation and a wholly-owned subsidiary of Tel- Save Holdings,...Employment Agreement • November 14th, 1997 • Tel Save Holdings Inc • Radiotelephone communications • Pennsylvania
TOIndenture • March 5th, 2002 • Talk America • Radiotelephone communications • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 2nd day of October, 2001, between Talk America Holdings, Inc., a Delaware corporation ("Company"), and Jeffrey Earhart...Employment Agreement • November 14th, 2001 • Talk America • Radiotelephone communications • Pennsylvania
to INDENTURE ---------Talk America • April 12th, 2002 • Radiotelephone communications • New York
RECITALSConsulting Agreement • February 21st, 2002 • Talk America • Radiotelephone communications • Virginia
AGREEMENTAgreement • July 23rd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • Delaware
EXHIBIT 10.1 VOTING AGREEMENT THIS VOTING AGREEMENT (the "Agreement") is dated as of March 24, 2000 by and among TALK.COM, INC., a Delaware corporation ("Parent"), ALADDIN ACQUISITION CORP., a Delaware corporation and a wholly- owned subsidiary of...Voting Agreement • April 7th, 2000 • Talk Com • Radiotelephone communications • Virginia
ARTICLE IPledge Agreement • September 2nd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
1 EXHIBIT (c)(3) STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, dated as of December 18, 1997 (the "Agreement"), is by and between TEL-SAVE HOLDINGS, INC., a Delaware corporation ("Parent"), and SYMETRICS INDUSTRIES, INC., a Florida corporation...Stock Option Agreement • December 22nd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • Delaware
AGREEMENTAgreement • April 2nd, 2001 • Talk Com • Radiotelephone communications
RECITALSRegistration Rights Agreement • September 24th, 2001 • Talk America • Radiotelephone communications • New York
AmongAgreement and Plan of Merger • July 23rd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
EXHIBIT 4.2 WARRANT AGREEMENT THIS WARRANT AGREEMENT (the "Agreement") is dated as of this 9th day of August, 2000, by and between TALK.COM INC., a Delaware corporation ("Company"), and _____________ (the "Warrant Holder"). The Warrants are granted...Warrant Agreement • April 2nd, 2001 • Talk Com • Radiotelephone communications • Delaware
BETWEENServices Agreement • July 7th, 2000 • Talk Com • Radiotelephone communications • Virginia
LEASELease • April 2nd, 1999 • Tel Save Com Inc • Radiotelephone communications • Virginia
EXHIBIT 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made effective March 24, 2000 by and among Talk.com, Inc., a Delaware corporation, ("Purchaser") and Access One Communications Corp., a New Jersey corporation...Indemnification Agreement • April 7th, 2000 • Talk Com • Radiotelephone communications • Virginia
This Settlement Agreement (the "Agreement"), dated as of November 20, 1997, by and among Intermedia Communications, Inc. ("ICI"), Moonlight Acquisition Corp. ("Moonlight"), Tel-Save Holdings, Inc. ("Tel-Save"), Shared Technologies Fairchild Inc.,...Settlement Agreement • November 24th, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
to INDENTURE ---------Talk America • April 12th, 2002 • Radiotelephone communications • New York
EXHIBIT 4.5Warrant Agreement • April 2nd, 2001 • Talk Com • Radiotelephone communications • Delaware
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN...Tel Save Holdings Inc • April 24th, 1997 • Radiotelephone communications • Delaware
D-1Guarantee Agreement • September 2nd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
EXHIBIT 4.1 [RESTATED ACCESS ONE COMMUNICATIONS CORP. 1997 STOCK OPTION PLAN OR RESTATED ACCESS ONE COMMUNICATIONS CORP. 1999 STOCK OPTION PLAN] NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • December 19th, 2000 • Talk Com • Radiotelephone communications • Delaware
EXHIBIT 10.2 TALK AMERICA HOLDINGS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of April 14, 2003, by and between Talk America Holdings, Inc., a Delaware corporation (the "Company"), and Helen Manich...Indemnification Agreement • May 14th, 2003 • Talk America Holdings Inc • Radiotelephone communications • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 7th, 2000 • Talk Com • Radiotelephone communications • Delaware
PURCHASE AGREEMENT REGARDING THE STOCK OF EMERGENCY TRANSPORTATION CORPORATIONPurchase Agreement • January 20th, 1999 • Tel Save Com Inc • Radiotelephone communications • New York
Tel-Save Holdings, Inc. 1,200,000 Shares Common Stock ($.01 par value)Tel Save Holdings Inc • November 18th, 1996 • Radiotelephone communications • New York
EXHIBIT 4.4 [RESTATED ACCESS ONE COMMUNICATION CORP. 1997 STOCK OPTION PLAN OR RESTATED ACCESS ONE COMMUNICATIONS CORP. 1999 STOCK OPTION PLAN] INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 19th, 2000 • Talk Com • Radiotelephone communications • Delaware
RECITALSExchange Agreement • January 20th, 1999 • Tel Save Com Inc • Radiotelephone communications • New York
