1 EXHIBIT 10.16 AMENDED AND RESTATED CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("AGREEMENT") is made and entered into as of the 8th day of October, 1997, by and between Let's Talk Cellular & Wireless, Inc., a Florida corporation f/k/a Let's Talk...Consulting Agreement • October 9th, 1997 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • Florida
WARRANTWarrant Agreement • December 8th, 1999 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • Florida
LET'S TALK CELLULAR & WIRELESS, INC. STOCK OPTION AGREEMENT FOR BRETT BEVERIDGE AGREEMENTStock Option Agreement • August 29th, 1997 • Lets Talk Cellular & Wireless Inc • Florida
July 30, 1999Operating Agreement • August 19th, 1999 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • New York
BETWEENAsset Purchase Agreement • October 9th, 1997 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • Georgia
BETWEENAsset Purchase Agreement • November 20th, 1997 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • Georgia
1 EXHIBIT 10.16 SETTLEMENT AGREEMENT -------------------- THIS SETTLEMENT AGREEMENT (the "Agreement"), dated October 9th, 1998, is made by and between Nick Molina ("Molina") and Let's Talk Cellular and Wireless, Inc., a Florida corporation (the...Settlement Agreement • December 15th, 1998 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • Florida
ANDStock Purchase Agreement • June 15th, 1998 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • Georgia
1 EXHIBIT 1.1 Let's Talk Cellular & Wireless, Inc. (a Florida corporation) 3,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: [ ], 1997 2 TABLE OF CONTENTSPurchase Agreement • October 23rd, 1997 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • New York
1 WAIVER AND AMENDMENT NO. 6Loan and Security Agreement • December 8th, 1999 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • New York
1 EXHIBIT 10.1 COMMON STOCK PURCHASE AGREEMENT TABLE OF CONTENTSCommon Stock Purchase Agreement • August 19th, 1999 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • California
RECITALSEmployment Agreement • August 29th, 1997 • Lets Talk Cellular & Wireless Inc • Florida
Auto Lease (1 car) Auto Insurance Health Insurance Country Club-Dues Life Insurance Disability Insurance 401(K) PlanEmployment Agreement • August 29th, 1997 • Lets Talk Cellular & Wireless Inc • Florida
1 EXHIBIT 10.19 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 29th, 1997 • Lets Talk Cellular & Wireless Inc • Florida
RECITALS:Asset Purchase Agreement • June 14th, 1999 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • Texas
BACKGROUNDSubordination Agreement • December 8th, 1999 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • New York
1 EXHIBIT 10.5 LICENSE AGREEMENT LICENSE AGREEMENT, made as of July 30, 1999, between Let's Talk Cellular and Wireless, Inc., a Florida corporation having its principal place of business at 800 Brickell Avenue, Suite 400, Miami, Florida 33131...License Agreement • August 19th, 1999 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • New York
JULY 30, 1999Investors' Rights Agreement • August 19th, 1999 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • California
AMENDMENT NO. 7Loan and Security Agreement • December 8th, 1999 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • New York
1 EXHIBIT 10.15 CREDIT AGREEMENT dated as of December 31, 1996Credit Agreement • October 9th, 1997 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • New York
AMENDMENT TO EMPLOYMENT AGREEMENT --------------------Employment Agreement • November 13th, 1998 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications
BY AND AMONGAsset Purchase Agreement • November 6th, 1997 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • New York
1 Exhibit 10.2 VOTING AGREEMENTVoting Agreement • August 19th, 1999 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • Delaware
LET'S TALK CELLULAR & WIRELESS, INC. STOCK OPTION AGREEMENT FOR NICOLAS MOLINA AGREEMENTStock Option Agreement • August 29th, 1997 • Lets Talk Cellular & Wireless Inc • Florida
1 EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, made as of the 27 day of June, 1997, (the "Agreement") by and among Let's Talk Cellular & Wireless, Inc., a Florida corporation f/k/a Let's Talk Cellular of America, Inc. (the...Registration Rights Agreement • August 29th, 1997 • Lets Talk Cellular & Wireless Inc • Florida
TOLoan and Security Agreement • June 14th, 1999 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • New York
1 EXHIBIT 10.22 DEALER AGREEMENT This Dealer Agreement ("Agreement"), dated this 20th day of December, 1996 ("Effective Date"), is between AT&T Wireless Services of San Antonio, Inc. d/b/a AT&T Wireless Services ("Company"), and Telephone Warehouse -...Dealer Agreement • November 18th, 1997 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • Texas
1 EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT THE CHASE MANHATTAN BANK (AS LENDER AND AS AGENT)Loan and Security Agreement • April 17th, 1998 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • New York
EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of the 7th day of July, 1998, by and between Let's Talk Cellular & Wireless, Inc., a Florida corporation (the "Company"), and Daniel M. Cammarata, an individual residing at...Employment Agreement • November 13th, 1998 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • Florida
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 29th, 1997 • Lets Talk Cellular & Wireless Inc • Florida
REGISTRATION RIGHTS AGREEMENT, dated as of November 3, 1999, between Let's Talk Cellular & Wireless, Inc., a Florida corporation (the "Company"), and The Chase Manhattan Bank, IBJ Whitehall Bank & Trust Company, Nationsbank, N.A., and Merrill Lynch...Registration Rights Agreement • December 8th, 1999 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • New York
INDEXSeries a Preferred Stock Purchase Agreement • November 6th, 1997 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • Florida
1 EXHIBIT 10.19 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 6th, 1997 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • Florida
BETWEENAsset Purchase Agreement • August 29th, 1997 • Lets Talk Cellular & Wireless Inc • Georgia
1 Exhibit 10.3 RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is entered into as of the 30th day of July, 1999 by and among LetsTalk.com, Inc., a Delaware corporation (the "Company"), Let's Talk Cellular...Right of First Refusal and Co-Sale Agreement • August 19th, 1999 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • California
