EXHIBIT 7.1 SETTLEMENT AGREEMENT SETTLEMENT AGREEMENT, made this 10th day of December, 1998, between TOTAL-TEL USA COMMUNICATIONS, INC., a New Jersey corporation (the "Company"), WALT ANDERSON and REVISION LLC, a Delaware limited liability company...Settlement Agreement • December 14th, 1998 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • New Jersey
INVESTMENT AGREEMENT This Investment Agreement is dated as of May 19, 2000 and is entered into by and among Capsule Communications, Inc. (the "Company"), Gold & Appel Transfer, S.A. ("G&A") and Foundation for the International Non- governmental...Investment Agreement • June 7th, 2000 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • June 12th, 1998 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
BACKGROUNDRegistration Rights Agreement • December 5th, 1997 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • Pennsylvania
EXHIBIT 7.1Joint Filing Agreement • July 23rd, 2001 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
The undersigned hereby agree that the Amendment No. 21 to Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of each of us.
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLERStock Purchase Agreement • March 12th, 2001 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • Delaware
AMENDMENT NO. 1 TO PUT AGREEMENT AMENDMENT NO. 1 (the "Amendment") to the Put Agreement dated as of September 21, 1999, as amended (the "Put Agreement"), is made between and among WALT ANDERSON, LEON GENET, REVISION LLC, a Delaware limited liability...Put Agreement • March 20th, 2000 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
s/Murray Goldberg /s/ Walt Anderson, Power of Attorney in Fact ------------------------- ---------------------------- (Signature) (Signature/Title)Stock Sale Agreement • July 28th, 1999 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • Delaware
Investor Agreement The undersigned, Gold & Appel Transfer, S.A. ("G&A"), hereby agrees to loan to Capsule Communications, Inc. ("Capsule"), the sum of up to $900,000 (the "Maximum Amount"), G&A will invest funds on the following schedule: $300,000 on...Investor Agreement • June 28th, 2001 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • Delaware
s/ Mark Mendes /s/ Walt Anderson ----------------------- --------------------------- Signature Signature Power of Attorney in Fact 3/24/98 3/24/98 --------- ------- Date DateStock Purchase and Loan Agreement • April 6th, 1998 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • Virginia
JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the...Joint Filing Agreement • June 12th, 1998 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, par value $.05 per share, of Total-Tel USA Communications, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each of Revision LLC and Walt Anderson, expressly authorizes the other to file on its behalf any and all amendments to such statement.
February 7, 2000 Mr. Walt Anderson C/o Gold & Appel Transfer, S.A. 1023 31st Street, 4th Floor Washington, D.C. 20007 Re: Put Option - Exercise Notice Dear Mr. Anderson: Reference is made to that certain Put Agreement, dated September 21, 1999,...Gold & Appel Transfer Sa • February 18th, 2000 • Telephone communications (no radiotelephone)
CAPSULE COMMUNICATIONS, INC. By: /s/ David B. Hurwitz ------------------------------ Name: David B. Hurwitz Title: President & CEO GOLD & APPEL TRANSFER, S.A. By: /s/ Walt Anderson -------------------------------- Name: Walt Anderson Title: Power of...The Investment Agreement • August 8th, 2000 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
Aaron Brown Gold & Appel Transfer S.A. /s/ Walt Anderson, /s/ Aaron Brown Power of Attorney in Fact ------------------------ ----------------------------- (Signature) (Signature/Title)Stock Sale • October 23rd, 1998 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • Delaware
Exhibit 7.2 STOCK SALE AGREEMENT This agreement is made by and between the Gold & Appel Transfer S.A. (G&A) of British Virgin Islands corporation located at Omar Hodges Building, Wickhams Cay, Road Town, British Virgin Islands and Solar Investment...Stock Sale Agreement • August 17th, 1999 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • Delaware
AMENDED AND RESTATED STOCK PLEDGE AGREEMENT Between GOLD & APPEL TRANSFER, S.A., REVISION LLC, FOUNDATION FOR THE INTERNATIONAL NON-GOVERNMENTAL DEVELOPMENT OF SPACE, and WALTER C. ANDERSON as Pledgors,Stock Pledge Agreement • November 16th, 2000 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
RECITALSStock Purchase Agreement • March 26th, 1999 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • Pennsylvania
EXHIBIT 7.2 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT made this 10th day of December, 1998, between WARREN FELDMAN, SOLOMON FELDMAN, WALT ANDERSON and REVISION LLC, a Delaware limited liability company ("Revision"). WHEREAS, each of the...Stock Purchase Agreement • December 14th, 1998 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • New Jersey
AGREEMENT TO PURCHASE STOCK (AGREEMENT 2)Purchase Stock (Agreement • January 30th, 1998 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
STOCK PLEDGE AGREEMENT, dated as of August 7, 2000, by and among Gold & Appel Transfer, S.A., a corporation organized and existing under the laws of the British Virgin Islands ("Gold & Appel"), Revision LLC, a limited liability company organized under...Stock Pledge Agreement • August 17th, 2000 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
AGREEMENT 3)Agreement to Purchase Stock • January 30th, 1998 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
WARREN H. FELDMAN 45 A. Samworth Road PO Box 3061 Clifton, NJ 07012 (973) 249-7410 March 9, 2000 VIA FEDERAL EXPRESS And Fax (202) 736-5065 Mr. Walt Anderson C/o Gold & Appel Transfer, S.A. 1023 31st Street, 4th Floor Washington, D.C. 20007 Re: Put...Gold & Appel Transfer Sa • March 20th, 2000 • Telephone communications (no radiotelephone)
G&A will make a one-time payment of $1 US Dollar for this OPTION. - G&A shall have the option to purchase 34,900 shares of TotalTel stock from JS for a price of $30 per share by giving notice in writing. Immediately upon giving notice in writing, JS...Stock Sale and Option Agreement • March 13th, 1998 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • Virginia
RECITALSStock Acquisition Agreement • December 5th, 1997 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • Pennsylvania
AMENDMENT NO. 1 TO INVESTMENT AGREEMENT Reference is made to that certain Investment Agreement (the Investment Agreement") dated as of March 20, 2001 by and between Gold & Appel Transfer, S.A. ("G&A"), located at Omar Hodge Building, Wickhams Cay,...Investment Agreement • July 23rd, 2001 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
EXHIBIT 7.2 PROXY AGREEMENT For good and valuable consideration, and as contemplated by Section 5 of that Agreement to Purchase Stock made as of January 6, 1998 between Kevin A. Alward of 182 Powell Road, Allendale, New Jersey 07401 ("Alward"), and...Proxy Agreement • March 13th, 1998 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
For good and valuable consideration, and as contemplated by Section 5 of that Agreement to Purchase Stock made as of January 6, 1998 between Kevin A. Alward of 182 Powell Road, Allendale, New Jersey 07401 ("Alward"), and Gold & Appel Transfer, S.A., a British Virgin Islands corporation ("G&A"), in respect of 69,000 shares of common stock, par value $0.05 per share, of Total-Tel USA Communications, Inc., a Delaware corporation (the "Company"), which 69,000 shares (the "Shares") Alward owns, beneficially or of record, and has agreed to sell to G&A in October 1998 under the above-mentioned Agreement to Purchase Stock (the "Agreement"), Alward hereby constitutes and appoints G&A as the sole and exclusive and true and lawful agent, attorney-in-fact and proxy of Alward, with full power of substitution and resubstitution, to vote or direct the voting of the Shares, at any and all annual or special meetings of the holders of the Company's common stock, and otherwise to act in respect of the Sh
Exhibit 7.2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement made as of this 31st day of October, 1997 between Tel-Save Holdings, Inc., a Delaware corporation ("Buyer") and Gold & Appel Transfer, S.A., a BW1 corporation ("Seller"). WHEREAS,...Stock Purchase Agreement • November 14th, 1997 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • Pennsylvania
December 14, 1999Gold & Appel Transfer Sa • January 24th, 2000 • Telephone communications (no radiotelephone)
This TERMINATION AGREEMENT (this "Agreement"), dated as of October __, 2000 (the "Effective Date"), by and among Capsule Communications, Inc. (along with its predecessor U.S. WATS, Inc., the "Company"), Walt Anderson ("Anderson"), Gold & Appel...Termination Agreement • November 16th, 2000 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • Delaware
AMENDED AND RESTATED PLEDGE AGREEMENT Between GOLD & APPEL TRANSFER, S.A., REVISION LLC, FOUNDATION FOR THE INTERNATIONAL NON-GOVERNMENTAL DEVELOPMENT OF SPACE, ENTREE INTERNATIONAL LIMITED, and WALTER C. ANDERSON, as Pledgors, and DONALD A. BURNS, as...Pledge Agreement • March 12th, 2001 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
