ARTICLE I. DEFINITIONSRegistration Rights Agreement • June 12th, 1997 • Smartalk Teleservices Inc • Communications services, nec • California
150,000,000 5-3/4% Convertible Subordinated Notes due 2004Indenture • September 26th, 1997 • Smartalk Teleservices Inc • Communications services, nec • New York
1 EXHIBIT 99.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement") dated as of July 8, 1998 is entered into by and between SmarTalk TeleServices, Inc., a California corporation (together with its successors, "SmarTalk"), and Fletcher...Subscription Agreement • July 20th, 1998 • Smartalk Teleservices Inc • Communications services, nec • Illinois
RECITALSAgreement and Plan of Merger • June 12th, 1997 • Smartalk Teleservices Inc • Communications services, nec • Delaware
WITNESSETH:Services Agreement • August 14th, 1997 • Smartalk Teleservices Inc • Communications services, nec • Oklahoma
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of January 2, 1998 between SMARTALK TELESERVICES, INC., a California corporation (the "Company") and JACK FEINGOLD (the "Executive"); and WHEREAS, the parties...Employment Agreement • May 15th, 1998 • Smartalk Teleservices Inc • Communications services, nec • Ohio
EXHIBIT BRegistration Rights Agreement • July 9th, 1998 • Smartalk Teleservices Inc • Communications services, nec • California
BY AND AMONGStock Purchase Agreement • January 6th, 1998 • Smartalk Teleservices Inc • Communications services, nec • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this ______ day of September, 1998 between SMARTALK TELESERVICES, INC., a California corporation (the "Company"), and WAYNE WOODDELL (the "Executive"). WHEREAS, the...Employment Agreement • November 16th, 1998 • Smartalk Teleservices Inc • Communications services, nec • California
CONFORMED COPY EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 26th day of February, 1998, between SMARTALK TELESERVICES, INC., a California corporation (the "Company") and ERICH L. SPANGENBERG (the "Executive"). WHEREAS,...Employment Agreement • March 31st, 1998 • Smartalk Teleservices Inc • Communications services, nec • California
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 30th day of July, 1997 between SMARTALK TELESERVICES, INC., a California corporation (the "Company") and LAUREN BECKER (the "Executive"); and WHEREAS, the...Employment Agreement • November 14th, 1997 • Smartalk Teleservices Inc • Communications services, nec • California
EXHIBIT 10.34 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 9/th/ day of March, 1998 between SMARTALK TELESERVICES, INC., a California corporation (the "Company"), and Thaddeus Bereday (the "Executive"); and WHEREAS,...Employment Agreement • March 31st, 1998 • Smartalk Teleservices Inc • Communications services, nec • Ohio
EXHIBIT 10.33 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 3rd day of November, 1997 between SMARTALK TELESERVICES, INC., a California corporation (the "Company") and JEFF LINDAUER (the "Executive"). WHEREAS, the...Employment Agreement • December 2nd, 1997 • Smartalk Teleservices Inc • Communications services, nec • California
RECITALS:Pledge and Security Agreement • December 9th, 1998 • Smartalk Teleservices Inc • Communications services, nec • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 11th day of June, 1997 between SMARTALK TELESERVICES, INC., a California corporation (the "Company") and GENE RUSSELL (the "Executive"); and WHEREAS, the...Employment Agreement • November 14th, 1997 • Smartalk Teleservices Inc • Communications services, nec • California
1 EXHIBIT 4.2 SMARTALK TELESERVICES, INC. 5 3/4 % CONVERTIBLE SUBORDINATED NOTES DUE 2004 REGISTRATION RIGHTS AGREEMENT Dated as of September 12, 1997 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION SALOMON BROTHERS INC REGISTRATION RIGHTS...Registration Rights Agreement • September 26th, 1997 • Smartalk Teleservices Inc • Communications services, nec • New York
ASSET PURCHASE AGREEMENT by and among SMARTALK TELESERVICES, INC., certain SUBSIDIARIES of SmarTalk TeleServices, Inc.Asset Purchase Agreement • January 25th, 1999 • Smartalk Teleservices Inc • Communications services, nec • New York
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT Dated as of October 22, 1997Asset Purchase Agreement • November 6th, 1997 • Smartalk Teleservices Inc • Communications services, nec • New York
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 10th day of June, --------- 1998 between SMARTALK TELESERVICES, INC., a California corporation (the "Company") and VICTOR GRILLO, JR. (the "Executive"); and ------- ---------Employment Agreement • November 16th, 1998 • Smartalk Teleservices Inc • Communications services, nec • Ohio
AGREEMENT AND RELEASE THIS AGREEMENT AND RELEASE (the "Agreement") is made and entered into by and between SMARTALK TELESERVICES, INC., a California corporation (the "Company"), and certain former stockholders of Worldwide Direct, Inc., a Delaware...Agreement and Release • December 10th, 1998 • Smartalk Teleservices Inc • Communications services, nec
BETWEENCredit Agreement • December 9th, 1998 • Smartalk Teleservices Inc • Communications services, nec • New York
ASSIGNMENT OF LEASEAssignment of Lease • March 31st, 1997 • Smartalk Teleservices Inc • Communications services, nec
MCI Telecommunications Corporation 205 North Michigan Avenue Chicago, IL 60601 312 856-2121 EXHIBIT 10.20 PREPAID CARRIER REFERRAL PROGRAM AGREEMENT This Agreement (this "Agreement") by and between MCI TELECOMMUNICATIONS CORPORATION ("MCI"), 3 Ravinia...Program Agreement • October 10th, 1996 • Smartalk Teleservices Inc • Communications services, nec • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGERAgreement and Plan of Reorganization and Merger • June 25th, 1998 • Smartalk Teleservices Inc • Communications services, nec • California
SECOND AMENDMENT TO CARRIER AGREEMENT This is the second amendment (the "Amendment") to the Carrier Agreement by and between MCI Telecommunications Corporation ("MCI") and Smartalk Teleservices, Inc. ("Customer"), dated November 9, 1995, amended by...Carrier Agreement • October 10th, 1996 • Smartalk Teleservices Inc • Communications services, nec
1 Exhibit 99.1 INTERIM OPERATING AGREEMENT This Interim Operating Agreement (the "Agreement"), effective as of December 3, 1997 (the "Interim Operations Date"), is made by and between SmarTalk TeleServices, Inc. ("SmarTalk") and ConQuest...Interim Operating Agreement • December 23rd, 1997 • Smartalk Teleservices Inc • Communications services, nec
RECITALSWholesale Distribution Agreement • October 10th, 1996 • Smartalk Teleservices Inc • Communications services, nec • Nebraska
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 12th, 1997 • Smartalk Teleservices Inc • Communications services, nec • California
Page ---- ARTICLE 1 THE MERGER....................................................... 1 1.1. The Merger....................................................... 1 1.2. Certificate of Incorporation and Bylaws.......................... 2 1.3. Directors...Agreement and Plan of Reorganization and Merger • August 15th, 1997 • Smartalk Teleservices Inc • Communications services, nec • Delaware
1 SUBSCRIPTION AGREEMENT AMENDMENT This Subscription Agreement Amendment (this "Amendment") dated as of August 28, 1998 is entered into by and between SmarTalk TeleServices, Inc., a California corporation (together with its successors, "SmarTalk"),...Subscription Agreement • September 11th, 1998 • Smartalk Teleservices Inc • Communications services, nec • Illinois
EXHIBIT 4.10 MASTER ACQUISITION AGREEMENT This Master Acquisition Agreement (this "Agreement"), dated as of July 1, 1998, is made by and among DTR Associates Limited Partnership (d/b/a Direct to Retail) ("DTR"), DTR Associates, Inc., Victor Grillo,...Master Acquisition Agreement • July 27th, 1998 • Smartalk Teleservices Inc • Communications services, nec
CARRIER AGREEMENTSmartalk Teleservices Inc • October 10th, 1996 • Communications services, nec • New York
Portions of this exhibit for which confidential treatment has been requested are marked by brackets [ ] and the pages on which they appear contain an asterisk (*) in the upper right hand corner. The confidential information omitted has been filed...Smartalk Teleservices Inc • October 10th, 1996 • Communications services, nec
INVESTMENT RIGHTS AGREEMENT This Investment Rights Agreement (this "Agreement") dated as of December 4, 1998 is entered into by and between SmarTalk TeleServices, Inc., a California corporation (together with its successors, "SmarTalk"), and Fletcher...Investment Rights Agreement • December 9th, 1998 • Smartalk Teleservices Inc • Communications services, nec • Delaware
AGREEMENT Agreement Number 526015 ------- This Agreement entered into this 4th day of October, 1995, by and between West Interactive Corporation, 9223 Bedford Avenue, Omaha, Nebraska 68134, ("WIC") and SMARTALK TELESERVICES, INC., 2934 1/2 Beverly...Smartalk Teleservices Inc • October 10th, 1996 • Communications services, nec • Nebraska
