1 EXHIBIT 4.1 INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA2connect Express Inc • November 5th, 1996
1 Exhibit 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT is made this 17th day of June, 1996, by and between STEVE STEDMAN (the "EMPLOYEE") and 2CONNECT EXPRESS, INC., a Florida corporation ("Company"). WHEREAS, the Company is a specialty retailer offering...Employment Agreement • November 5th, 1996 • 2connect Express Inc • Florida
WITNESSETH:Warrant Agreement • April 4th, 1997 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Florida
BY AND AMONGMaster Agreement • August 21st, 2001 • Bobby Allison Wireless Corp • Retail-radio, tv & consumer electronics stores • Virginia
EXHIBIT 99.2 ASSIGNOR COVENANT NOT TO COMPETE This COVENANT NOT TO COMPETE (this "Agreement") is made as of August __, 2001, by and among BOBBY ALLISON WIRELESS Corporation, a Florida corporation ("BAW"), BOBBY ALLISON WIRELESS, INC., a Florida...Bobby Allison Wireless Corp • August 21st, 2001 • Retail-radio, tv & consumer electronics stores • Virginia
1 EXHIBIT 2.2 AMENDMENT TO MERGER AGREEMENT This AMENDMENT TO MERGER AGREEMENT("Amendment") dated as of October 26, 1998, is made by and among 2CONNECT EXPRESS, INC., a Florida corporation ("2Connect"), 2CONNECT ACQUISITION CORP., a Florida...Merger Agreement • January 8th, 1999 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores
1 EX-10 MANAGEMENT AGREEMENT This Management Agreement (hereinafter referred to as "this Agreement") is made and entered into on the latest date this Agreement is executed by either party hereto, to be effective for all purposes as of May 31, 1998...Management Agreement • September 14th, 1998 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Florida
EXHIBIT 1.1 850,000 UNITS(1) 2CONNECT EXPRESS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 1997 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Alabama
1 Exhibit 1.1 850,000 UNITS(1) 2CONNECT EXPRESS, INC. UNDERWRITING AGREEMENT2connect Express Inc • March 18th, 1997 • Retail-radio, tv & consumer electronics stores • Alabama
EXHIBIT 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the 1st day of April, 1997, by and between MARC D. FISHMAN (the "Executive") and 2CONNECT EXPRESS, INC., a Florida...Employment Agreement • April 4th, 1997 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Florida
Exhibit 10.25 LICENSE AGREEMENT This License Agreement ("this Agreement") is made and entered into as of the latest date upon which either party hereto executes this Agreement, to be effective for all purposes as of December 31, 1998 ("the Effective...License Agreement • June 2nd, 1999 • Bobby Allison Wireless Corp • Retail-radio, tv & consumer electronics stores • Florida
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("this Agreement") is made and entered into to be effective for all purposes as of the December 31, 1998, 11:59 p.m. ("the Effective Date"), by and between 2Connect Express, Inc....Employment Agreement • January 8th, 1999 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Florida
1 EXHIBIT 10.28(b) BUSINESS LOAN AGREEMENTBusiness Loan Agreement • June 30th, 1999 • Bobby Allison Wireless Corp • Retail-radio, tv & consumer electronics stores
1 EXHIBIT 10.26 EXCLUSIVE REGIONAL RETAIL DEALER AGREEMENTAssumption Agreement • July 21st, 1999 • Bobby Allison Wireless Corp • Retail-radio, tv & consumer electronics stores • Florida
MODIFICATION AGREEMENTModification Agreement • March 30th, 2000 • Bobby Allison Wireless Corp • Retail-radio, tv & consumer electronics stores
EXHIBIT 2.1 MERGER AGREEMENTEmployment Agreement • January 8th, 1999 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Florida
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT is made this 17th day of June, 1996, by and between MICHAEL WICHELNS (the "EMPLOYEE") and 2CONNECT EXPRESS, INC., a Florida corporation ("Company"). WHEREAS, the Company is a specialty retailer offering...Employment Agreement • November 5th, 1996 • 2connect Express Inc • Florida
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("this Agreement") is made and entered into to be effective for all purposes as of October 2, 2000 ("the Effective Date"), by and between Bobby Allison Wireless Corporation ("Employer"), a corporation...Employment Agreement • November 14th, 2000 • Bobby Allison Wireless Corp • Retail-radio, tv & consumer electronics stores • Florida
1 Exhibit 10.33 SPLIT-DOLLAR AGREEMENT THIS SPLIT-DOLLAR AGREEMENT (hereinafter referred to as "this Agreement") is made and entered into to be effective for all purposes as of December 31, 1998, by and between 2CONNECT EXPRESS, INC. (hereinafter...Split-Dollar Agreement • March 30th, 2000 • Bobby Allison Wireless Corp • Retail-radio, tv & consumer electronics stores • Florida
BOBBY ALLISON WIRELESS CORPORATION COLONIAL BANK 2055 LAKE AVENUE S E CORPORATE LENDING SUITE A P O BOX 1887 LARGO, FL 33771 BIRMINGHAM AL 35203Note and Security Agreement • March 30th, 2000 • Bobby Allison Wireless Corp • Retail-radio, tv & consumer electronics stores
LOCK-UP AGREEMENTUp Agreement • March 18th, 1997 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Alabama
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT is made this 17th day of June, 1996, by and between MARC D. FISHMAN (the "Executive") and 2CONNECT EXPRESS, INC., a Florida corporation ("Company"). WHEREAS, the Company is a specialty retailer offering...Employment Agreement • November 5th, 1996 • 2connect Express Inc • Florida
1 Exhibit 4.4 REPRESENTATIVE'S WARRANT AGREEMENT (the "Representative's Warrant Agreement" or "Agreement"), dated as of April __, 1997, between 2CONNECT EXPRESS, INC. (the "Company"), and STERNE, AGEE & LEACH, INC. (the "Representative"). W I T N E S...Representative's Warrant Agreement • April 4th, 1997 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Alabama
1 EXHIBIT 4.3 BOBBY ALLISON WIRELESS CORPORATION STOCK PURCHASE OPTION AGREEMENT THIS STOCK PURCHASE OPTION AGREEMENT (this "Agreement") is entered into as of this ___ day of November, 1999, by and between Bobby Allison Wireless Corporation, a Florida...Stock Purchase Option Agreement • December 1st, 1999 • Bobby Allison Wireless Corp • Retail-radio, tv & consumer electronics stores • Florida
SEMI-NON-EXCLUSIVE AUTHORIZED DISTRIBUTOR AGREEMENT BETWEEN CARRIER IDENTIFIED ON EXHIBIT B AND SEMI-NON-EXCLUSIVE AUTHORIZED DISTRIBUTOR IDENTIFIED ON EXHIBIT BBobby Allison Wireless Corp • August 20th, 2001 • Retail-radio, tv & consumer electronics stores • Georgia
1 EXHIBIT 10.13 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is dated as of March 18, 1997 between 2CONNECT EXPRESS, INC., a Florida corporation (the Company"), and Lynn Tilton (the "Indemnitee"). WHEREAS, it is essential...Indemnification Agreement • April 4th, 1997 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Florida
EXHIBIT 9.1 VOTING TRUST AGREEMENT This Voting Trust Agreement ("Agreement") is made in Dade County, Florida, on April ____, 1996, by and among certain stockholders of CONNECT EXPRESS, INC., a Florida corporation ("Corporation"), whose names are...Voting Trust Agreement • March 18th, 1997 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Florida
1 EXHIBIT 10.9 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is dated as of March 18, 1997 between 2CONNECT EXPRESS, INC., a Florida corporation (the Company"), and Jeff Manly (the "Indemnitee"). WHEREAS, it is essential...Indemnification Agreement • April 4th, 1997 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Florida
1 EXHIBIT 10.10 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is dated as of March 18, 1997 between 2CONNECT EXPRESS, INC., a Florida corporation (the Company"), and Kevin Killoran (the "Indemnitee"). WHEREAS, it is...Indemnification Agreement • April 4th, 1997 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Florida
EXHIBIT 10.25(C) THIRD PARTY PLEDGE AGREEMENTPledge Agreement • April 17th, 2001 • Bobby Allison Wireless Corp • Retail-radio, tv & consumer electronics stores
1 EXHIBIT 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is dated as of March 18, 1997 between 2CONNECT EXPRESS, INC., a Florida corporation (the Company"), and Marc D. Fishman (the "Indemnitee"). WHEREAS, it is...Indemnification Agreement • April 4th, 1997 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Florida
1 EXHIBIT 10.28 COMMERCIAL PROMISSORY NOTE AND SECURITY AGREEMENT ------------------------------------------------------------------------------- NAME(S) ADDRESS(ES) OF BORROWER(S) NAME/ADDRESS OF LENDER (CREDITOR) ("Borrower, I, My or Me") ("Lender,...Note and Security Agreement • April 17th, 2001 • Bobby Allison Wireless Corp • Retail-radio, tv & consumer electronics stores
1 EXHIBIT 10.12 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is dated as of March 18, 1997 between 2CONNECT EXPRESS, INC., a Florida corporation (the Company"), and David Colby (the "Indemnitee"). WHEREAS, it is essential...Indemnification Agreement • April 4th, 1997 • 2connect Express Inc • Retail-radio, tv & consumer electronics stores • Florida
1 EXHIBIT 10.30Commercial Promissory Note and Security Agreement • December 1st, 1999 • Bobby Allison Wireless Corp • Retail-radio, tv & consumer electronics stores
1 EXHIBIT 10.27 COMMERCIAL PROMISSORY NOTE AND SECURITY AGREEMENT ------------------------------------------------------------------------------- NAME(S) ADDRESS(ES) OF BORROWER(S) NAME/ADDRESS OF LENDER (CREDITOR) ("Borrower, I, My or Me") ("Lender,...Commercial Promissory Note and Security Agreement • April 17th, 2001 • Bobby Allison Wireless Corp • Retail-radio, tv & consumer electronics stores
