HYPERLIGHT NETWORK CORPORATION SUBSCRIPTION AGREEMENT This Subscription Agreement is entered into for the purpose of TELECOM WIRELESS CORPORATION purchasing 250 shares of Series C Common Stock of HyperLight Network Corporation ("HyperLight"), subject...Subscription Agreement • February 1st, 2000 • Telecom Wireless Corp/Co • Services-business services, nec • Delaware
AMONGAgreement and Plan of Merger • June 30th, 2000 • Telecom Wireless Corp/Co • Telephone communications (no radiotelephone) • Delaware
Name and Address of Holder: Jack Augsback & Associates, Inc 580 Village Blvd., Suite 140 West Palm Beach, FL 33409Warrant Agreement • November 29th, 1999 • Telecom Wireless Corp/Co • Florida
OFTelecom Wireless Corp/Co • November 29th, 1999 • Colorado
BACKGROUNDRegistration Rights Agreement • November 29th, 1999 • Telecom Wireless Corp/Co • Colorado
OFFICE LEASE between PRENTICE POINT LIMITED PARTNERSHIP, a Delaware limited partnership (as Landlord) and TELECOM WIRELESS CORPORATION, a Utah corporation (as Tenant)Lease Agreement • February 1st, 2000 • Telecom Wireless Corp/Co • Services-business services, nec
RECITAL:Purchase Agreement • February 1st, 2000 • Telecom Wireless Corp/Co • Services-business services, nec • California
SECURITIES ISSUED UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("THE ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD...Nonqualified Stock Option Agreement • November 29th, 1999 • Telecom Wireless Corp/Co
BACKGROUNDCommon Stock Purchase Agreement • November 29th, 1999 • Telecom Wireless Corp/Co • Colorado
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER dated as of June 14, 2000 (the "Agreement") is by and among TELECOM WIRELESS CORPORATION, a Delaware corporation (the "Corporation"), and Telecom Wireless Corporation, a Utah corporation...Agreement and Plan of Merger • June 30th, 2000 • Telecom Wireless Corp/Co • Telephone communications (no radiotelephone)
GUARANTYGuaranty • November 29th, 1999 • Telecom Wireless Corp/Co • New York
EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("AGREEMENT") is made and effective this 23rd day of September, 1999, by and between Telecom Wireless Corporation ("COMPANY") and Shawn P. Richmond ("EXECUTIVE"). NOW, THEREFORE, the...Executive Employment Agreement • November 29th, 1999 • Telecom Wireless Corp/Co • Colorado
EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("Agreement") is made and effective this 29th day of March 1999 by and between Phoenix Communications, Inc. ("Company") and __________________________ ("Executive"). NOW, THEREFORE,...Executive Employment Agreement • November 29th, 1999 • Telecom Wireless Corp/Co • Colorado
WitnessethInvestment Banking Agreement • February 1st, 2000 • Telecom Wireless Corp/Co • Services-business services, nec • California
BY AND AMONG TELECOM WIRELESS CORPORATION (BUYER) TWC/PRENTICE ACQUISITION COMPANY, INC. (SUB) PRENTICE TECHNOLOGIES, INC. (TARGET) AND SHAWN P. RICHMOND (SELLER)Agreement and Plan of Merger • November 29th, 1999 • Telecom Wireless Corp/Co • Colorado
AMENDMENT TO PUT/CALL AGREEMENTCall Agreement • November 29th, 1999 • Telecom Wireless Corp/Co
Technology Marketing and License Agreement This Technology License Agreement ("Agreement") is entered into between HYPERLIGHT NETWORK CORPORATION, a Delaware corporation ("Licensor") and TELECOM WIRELESS CORPORATION, a Utah corporation with its stock...Marketing and License Agreement • February 1st, 2000 • Telecom Wireless Corp/Co • Services-business services, nec • Delaware
BACKGROUNDPlacement Agent Agreement • November 29th, 1999 • Telecom Wireless Corp/Co • Florida
SERVICE AGREEMENT THIS SERVICE AGREEMENT ("Agreement") is made and entered into this 30st day of August, 1999, effective as of August 30, 1999, between TELECOM WIRELESS CORPORATION, a Utah corporation (the "Company"), and JOHN H. SUNUNU ("JHS"). For...Service Agreement • November 29th, 1999 • Telecom Wireless Corp/Co • Colorado
COMMON STOCK PURCHASE AGREEMENT among TELECOM WIRELESS CORPORATION (the "COMPANY") and THE PERSONS LISTED ON SCHEDULE 1 (the "PURCHASERS")Common Stock Purchase Agreement • November 29th, 1999 • Telecom Wireless Corp/Co • Colorado
ASSIGNMENT AND SUBSCRIPTION AGREEMENT Madison E, Priest, in consideration of the receipt of $400,000 and other good and valuable consideration as set forth in paragraph 3, below, and described elsewhere herein, hereby assigns, conveys, and transfers...Assignment and Subscription Agreement • February 1st, 2000 • Telecom Wireless Corp/Co • Services-business services, nec • Delaware
OFFICE LEASE BETWEENOffice Lease • November 29th, 1999 • Telecom Wireless Corp/Co
MASTER LEASE AGREEMENTMaster Lease Agreement • November 29th, 1999 • Telecom Wireless Corp/Co
SECURITIES ISSUED UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("THE ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD...Nonqualified Stock Option Agreement • November 29th, 1999 • Telecom Wireless Corp/Co
EXECUTION COPY ASSIGNMENT OF OPTION AGREEMENT THIS ASSIGNMENT, made and effective as of the 13th day of September, 1999, is from Marc L. Baker Consulting, Inc. ("Assignor") to Josh Mailman ("Assignee"), and is consented to by Telecom Wireless...Assignment of Option Agreement • November 29th, 1999 • Telecom Wireless Corp/Co • Florida
SECURITIES ISSUED UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("THE ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD...Nonqualified Stock Option Agreement • May 4th, 2000 • Telecom Wireless Corp/Co • Services-business services, nec
TRANSFER AND SETTLEMENT AGREEMENT This Transfer and Settlement Agreement (this "Agreement") is made and entered into by Telecom Wireless Corporation, a Utah corporation ("TWC"), and FlashNet Communications, Inc., a Texas corporation ("FlashNet"), on...Transfer and Settlement Agreement • February 24th, 2000 • Telecom Wireless Corp/Co • Services-business services, nec • Texas
HYPERLIGHT NETWORK CORPORATION INTERIM FUNDING AGREEMENT This INTERIM FUNDING AGREEMENT is made as of this 13th day of September, 1999 between Hyperlight Network Corporation, a Delaware corporation ("HLN"), and Telecom Wireless Corporation ("TWC"). In...Interim Funding Agreement • February 1st, 2000 • Telecom Wireless Corp/Co • Services-business services, nec
LEASE SCHEDULE NO. 1 TO MLA 1 This Schedule and its supplements incorporate by this reference the terms and conditions of the Master Lease Agreement, Number 1, between Lucent Technologies, Inc., Interworking Division (Lessor) and TELECOM WIRELESS,...Telecom Wireless Corp/Co • February 24th, 2000 • Services-business services, nec
STOCK SALE RESTRICTION AGREEMENT TELECOM WIRELESS CORPORATION The undersigned is a founder and/or a present or former officer and/or director of Telecom Wireless Corporation, a Utah corporation ("TWC"), who beneficially owns or may hereafter acquire...Stock Sale Restriction Agreement • February 1st, 2000 • Telecom Wireless Corp/Co • Services-business services, nec • Colorado
FIRST AMENDMENT TO REPRICING WARRANT This Amendment is to that certain Repricing Warrant issued by Telecom Wireless Corporation, a Utah corporation (the "Company"), to the undersigned (the "Holder") on or about ________________, 1999. For good and...Repricing Warrant • May 4th, 2000 • Telecom Wireless Corp/Co • Services-business services, nec
LETTERHEAD]Telecom Wireless Corp/Co • May 4th, 2000 • Services-business services, nec
5299 DTC BOULEVARD, 12TH FL. ENGLEWOOD, CO 80111 September 23,1999Telecom Wireless Corp/Co • November 29th, 1999 • New York
SETTLEMENT AGREEMENT executed on March 6, 2000 between ONE CLEARLAKE CENTRE-VEF III LLC a Georgia limited liability company by and through its agent LEND LEASE REAL ESTATE INVESTMENTS, INC. a Georgia corporation authorized to transaction business in...Settlement Agreement • May 4th, 2000 • Telecom Wireless Corp/Co • Services-business services, nec
THE COMMON STOCK PURCHASE OPTION REPRESENTED BY THIS AGREEMENT (THE "OPTION") AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION (THE "OPTION SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...The Common Stock Purchase Option Represented • November 29th, 1999 • Telecom Wireless Corp/Co • Florida
