1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of September 24, 1996 by and among LYDA HUNT-HERBERT TRUSTS-DAVID SHELTON HUNT, LYDA HUNT-HERBERT TRUSTS-BRUCE WILLIAM HUNT, LYDA...Registration Rights Agreement • February 7th, 1997 • Star Telecommunications Inc • California
C. By STAR, for cause, if Executive (a) has committed any material act of dishonesty, fraud or misrepresentation or any act of moral turpitude; (b) is in default in the performance of Executive's material obligations, services or duties under this...Employment Agreement • April 14th, 2000 • Star Telecommunications Inc • Telephone communications (no radiotelephone)
PLEDGE AGREEMENTPledge Agreement • August 16th, 1999 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 5, 2001, between STAR Telecommunications, Inc., a Delaware corporation (the "Company"), and Gotel Investments Ltd., a British Virgin...Registration Rights Agreement • February 8th, 2001 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • Delaware
LEASE AGREEMENTLease Agreement • February 7th, 1997 • Star Telecommunications Inc • Florida
LEASELease • March 24th, 1998 • Star Telecommunications Inc • Telephone communications (no radiotelephone)
EXHIBIT 2.9 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is entered into this 6th day of October, 2000 by and among World Access, Inc., a Delaware corporation ("WAXS"), STI...Agreement and Plan of Merger • October 10th, 2000 • Star Telecommunications Inc • Telephone communications (no radiotelephone)
1 Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of ___________, 1997, between STAR Telecommunications, Inc., a Delaware corporation ("the Company"), and <> ("Indemnitee"). WITNESSETH THAT: WHEREAS,...Indemnification Agreement • February 7th, 1997 • Star Telecommunications Inc • Delaware
RECITALS:Consulting Agreement • February 7th, 1997 • Star Telecommunications Inc • California
January 21, 2001 PT-1 Communications Inc. STAR Telecommunications, Inc. 223 East de La Guerra Street Santa Barbara, California 93101 Attention: Brett Messing, Chief Executive Officer Ladies and Gentlemen: This Agreement will confirm the results of our...Acquisition Agreement • February 12th, 2001 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • New Jersey
OFFICE LEASEOffice Lease • April 14th, 2000 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • Florida
Exhibit 10.57 AMENDMENT NUMBER ONE TO ----------------------- SECOND RESTATEMENT OF EMPLOYMENT AGREEMENT ------------------------------------------ THIS AMENDMENT NUMBER ONE TO SECOND RESTATEMENT OF EMPLOYMENT AGREEMENT (this "Amendment") is effective...Employment Agreement • April 14th, 2000 • Star Telecommunications Inc • Telephone communications (no radiotelephone)
RECITALSStock Pledge Agreement • March 24th, 1998 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • California
RECITALSSublease • February 7th, 1997 • Star Telecommunications Inc • California
Exhibit 2.7 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of February 11, 2000 (this "AGREEMENT"), is made and entered into among WORLD ACCESS, INC., a Delaware corporation ("WAXS"), STI Merger Co., a Delaware corporation...Merger Agreement • April 14th, 2000 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • Delaware
1 EXHIBIT 10.20 Lessor NTFC CAPITAL CORPORATION Master Lease Agreement Lessee STAR VENDING, INC. Person to Contact/Title D/B/A STAR TELECOMMUNICATIONS, INC. MARY CASEY, PRESIDENTMaster Lease Agreement • May 19th, 1997 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • Tennessee
i 3 INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 7th, 1997 • Star Telecommunications Inc • California
STAR TELECOMMUNICATIONS INC AGREEMENT FOR LEASELease Agreement • February 7th, 1997 • Star Telecommunications Inc
1 EXHIBIT 1.1 6,500,000 SHARES STAR TELECOMMUNICATIONS, INC. COMMON STOCK UNDERWRITING AGREEMENT March , 1997 HAMBRECHT & QUIST LLC ALEX. BROWN & SONS INCORPORATED c/o Hambrecht & Quist LLC One Bush Street San Francisco, California 94104 Ladies and...Underwriting Agreement • February 7th, 1997 • Star Telecommunications Inc
1 EXHIBIT 10.10 STAR VENDING, INC. NONSTATUTORY STOCK OPTION AGREEMENT STAR VENDING, INC., a Nevada corporation (the "Company"), has granted to GORDON HUTCHINS, JR. (the "Optionee"), an option (the "Option") to purchase a total of One Hundred Thousand...Nonstatutory Stock Option Agreement • February 7th, 1997 • Star Telecommunications Inc • California
RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • April 14th, 2000 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • Ohio
SECTION 1 LEASED PROPERTYCommercial Lease • April 14th, 2000 • Star Telecommunications Inc • Telephone communications (no radiotelephone)
RECITALSTrademark Security Agreement • August 16th, 1999 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 2.4 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 24th, 1998 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • Delaware
L E A S E betweenLease • March 24th, 1998 • Star Telecommunications Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.1 ------------------------------------------------------------------ -------------- AMENDED AND RESTATED DEMAND NOTE ------------------------------- ------------------------------------------------- THIS AMENDED AND RESTATED DEMAND NOTE...Demand Note • January 30th, 2001 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • Oklahoma
RECITALSEmployment Agreement • March 24th, 1998 • Star Telecommunications Inc • Telephone communications (no radiotelephone)
ARTICLE I. CERTAIN DEFINITIONSPurchase Agreement • February 8th, 2001 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • Delaware
1- 2 3.2 Stock Options. Employee shall be awarded incentive stock options to purchase a total of 75,000 shares of the Company's common stock pursuant to the Company's 1996 Supplemental Stock Option Plan.Employment Agreement • February 7th, 1997 • Star Telecommunications Inc • California
1 INDEX TO EXHIBITSUnderwriting Agreement • May 29th, 1997 • Star Telecommunications Inc • Telephone communications (no radiotelephone)
RECITALSCopyright Security Agreement • August 16th, 1999 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • New York
EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 28th, 1998 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • Maryland
AGREEMENT AND PLAN OF MERGER BY AND AMONG STAR TELECOMMUNICATIONS, INC. SIERRA ACQUISITION CO., INC. PT-1 COMMUNICATIONS, INC. AND SAMER TAWFIK PETER M. VITA DOUGLAS BARLEY JOSEPH A. PANNULLO JOHN J. KLUSARITZ Dated as of June 9, 1998 1 2 TABLE OF...Merger Agreement • August 14th, 1998 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • New York
2 3 benefit plan or to an SEC Rule 145 transaction), the Holder shall be entitled to include Registrable Securities in such registration (and related underwritten offering, if any) on the following terms and conditions: 3 4 (a) The Company shall...Registration Rights Agreement • February 7th, 1997 • Star Telecommunications Inc • California
EXHIBIT 10.77 SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, or otherwise modified from time to time, this "Agreement"), dated as of April 12, 2000, is made by ______________________ ("Debtor"), in favor of MCI WORLDCOM NETWORK...Security Agreement • May 18th, 2000 • Star Telecommunications Inc • Telephone communications (no radiotelephone) • Oklahoma
