1 EXHIBIT 1 RIGHTS AGREEMENT Dated as of February 19, 1997Rights Agreement • February 20th, 1997 • Telco Systems Inc /De/ • Telephone & telegraph apparatus • Delaware
RECITALS: ---------Lease • November 22nd, 1995 • Telco Systems Inc /De/ • Telephone & telegraph apparatus
EXHIBIT 10.44 STOCK PURCHASE AGREEMENT THIS AGREEMENT made as of the 29th day of March, 1995, by and among Unitech Telecom, Inc., a Delaware corporation (the "CORPORATION"); Technology Funding Venture Partners IV, An Aggressive Growth Fund, L.P., a...Stock Purchase Agreement • November 22nd, 1995 • Telco Systems Inc /De/ • Telephone & telegraph apparatus • California
WITNESSETH: I. LEASING:Master Lease Agreement • December 1st, 1997 • Telco Systems Inc /De/ • Telephone & telegraph apparatus
AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIPLimited Partnership Agreement • November 25th, 1996 • Telco Systems Inc /De/ • Telephone & telegraph apparatus
2- 5 Ownership of, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange thereunder, or (B)...Rights Agreement • February 20th, 1997 • Telco Systems Inc /De/ • Telephone & telegraph apparatus • Delaware
IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be executed and delivered by their respective officers thereunto duly authorized, all as of the day and year above written. WAXS INC. By: /s/ Mark A. Gergel...Agreement and Plan of Merger and Reorganization • October 28th, 1998 • Telco Systems Inc /De/ • Telephone & telegraph apparatus • Delaware
74 3 (iii) Termination for cause. For the purposes hereof, "cause" shall be defined as the willful and continued failure of the Executive to perform substantially his duties or action by the Executive involving willful misfeasance, gross negligence or...Senior Executive Termination Benefits Agreement • December 1st, 1997 • Telco Systems Inc /De/ • Telephone & telegraph apparatus • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among WORLD ACCESS, INC., WAXS INC., TAIL ACQUISITION CORPORATION and TELCO SYSTEMS, INC. Dated as of June 4, 1998Merger Agreement • June 8th, 1998 • Telco Systems Inc /De/ • Telephone & telegraph apparatus • Delaware
EXHIBIT 1.00(A) STOCKHOLDERS PROXY AGREEMENT STOCKHOLDERS PROXY AGREEMENT (this "Agreement"), dated as of June 4, 1998, among WAXS INC., a Delaware corporation ("Parent"), and each other person and entity listed on the signature pages hereof (each, a...Stockholders Proxy Agreement • June 8th, 1998 • Telco Systems Inc /De/ • Telephone & telegraph apparatus • Delaware
THIRD AMENDMENT TO LEASELease • November 25th, 1996 • Telco Systems Inc /De/ • Telephone & telegraph apparatus
R E C I T A L S - - - - - - - -Employment and Consulting Agreement • November 25th, 1996 • Telco Systems Inc /De/ • Telephone & telegraph apparatus • Massachusetts
STANDARD TRIPLE NET INDUSTRIAL LEASEStandard Triple Net Industrial Lease • November 25th, 1996 • Telco Systems Inc /De/ • Telephone & telegraph apparatus • California
R E C I T A L S - - - - - - - -Employment Agreement • November 22nd, 1995 • Telco Systems Inc /De/ • Telephone & telegraph apparatus • Massachusetts
