REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 31, 1997, among TOUCH TONE AMERICA, INC. (the "Company"), and the other undersigned parties hereto (collectively, the "Funds"). 1. INTRODUCTION. The...Registration Rights Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
AMENDED AGREEMENT AND PLAN OF REORGANIZATION Agreement made as of the 31st day of December, 1997 by and among Touch Tone America, Inc., a California corporation, ("Buyer"), ORIX Global Communications, Inc., a Nevada corporation (the "Company" or...Agreement and Plan of Reorganization • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone)
TOUCH TONE AMERICA, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
December 31, 1997 Infinity Investors Limited 38 Hertford Street London, England WIY 7TG Gentlemen: Reference is hereby made to that certain Securities Purchase Agreement dated the date hereof among Touch Tone America, Inc. (the "Company"), Orix Global...Securities Purchase Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone)
Reference is hereby made to that certain Securities Purchase Agreement dated the date hereof among Touch Tone America, Inc. (the "Company"), Orix Global Communications, Inc. ("Orix"), Infinity Investors Limited and Infinity Emerging Opportunities Limited (collectively, the "Purchasers"), together with each Transaction Agreement referenced therein (including, without limitation, the Option Agreement). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Purchase Agreement.
SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 31, 1997 BY AND AMONG TOUCH TONE AMERICA, INC., AS THE ISSUER, THE PURCHASERS LISTED ON SCHEDULE 2.1 ATTACHED HERETO, AS THE PURCHASERSSecurities Purchase Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT ("AGREEMENT") is made as of the 31st day of December, 1997, by the parties set forth on signature page hereto under the heading Pledgor (hereinafter called "PLEDGOR", whether one or more), in favor of...Stock Pledge Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
AMENDED AGREEMENT AND PLAN OF REORGANIZATION Agreement made as of the 18th day of December, 1997 by and among Touch Tone America, Inc., a California corporation, ("Buyer"), ORIX Global Communications, Inc., a Nevada corporation (the "Company" or...Agreement and Plan of Reorganization • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone)
TOUCH TONE AMERICA, INC. EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of January 16, 1997 by and between Touch Tone America, Inc. ("Employer" or "TTA"), and Frank J. Bonadio ("Employee"). Employer is party...Employment Agreement • January 30th, 1997 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Washington
FORM OF TOUCH TONE AMERICA, INC.Consulting Agreement • January 30th, 1997 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Washington
OPTION AGREEMENT DATED AS OF DECEMBER 31, 1997 BY AND AMONG TOUCH TONE AMERICA, INC., AS THE ISSUER, AND INFINITY INVESTORS LIMITED, AS THE PURCHASEROption Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
SECURITY AGREEMENT THIS SECURITY AGREEMENT ("AGREEMENT") is made as of the 31ST day of December, 1997, by ORIX GLOBAL COMMUNICATIONS, INC. (hereinafter called "DEBTOR", whether one or more), in favor of Infinity Investors Limited, as agent for and...Security Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
PUT AND CALL AGREEMENT This PUT AND CALL AGREEMENT (this "Agreement") dated as of the 31st day of December, 1997, is entered into by and among TOUCH TONE AMERICA, INC. (the "Company") and INFINITY INVESTORS LIMITED ("Purchaser"). WITNESSETH: WHEREAS,...Put and Call Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") dated as of the 31st day of December, 1997 among TOUCH TONE AMERICA, INC., a California corporation (the "Company"), ORIX GLOBAL COMMUNICATIONS, INC., a Nevada corporation ("Orix"), INFINITY...Escrow Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Texas
DATED AS OF NOVEMBER 13, 1996 BY AND AMONG TOUCH TONE AMERICA, INC., TOUCH TONE/ARCADA, INC. AND ARCADA COMMUNICATIONS, INC. TABLE OF CONTENTS AGREEMENT FOR MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Merger Agreement • November 25th, 1996 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Washington
AGREEMENT AND PLAN OF REORGANIZATION Agreement, made as of the 11th day of August, 1997, by and among Touch Tone America, Inc., a California corporation and its wholly owned subsidiary GETNET INTERNATIONAL, Inc., an Arizona corporation, (collectively...Agreement and Plan of Reorganization • August 27th, 1997 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
SECOND AMENDMENT TO AGREEMENT FOR MERGER This Second Amendment dated as of December 4, 1996 to that certain Agreement for Merger dated November 13, 1996, as previously amended by that certain First Amendment to Merger Agreement dated as of November...Agreement for Merger • December 6th, 1996 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Washington
THIRD AMENDMENT TO AGREEMENT FOR MERGER This Third Amendment dated as of January 22, 1997 to that certain Agreement for Merger dated November 13, 1996, as previously amended by that certain First Amendment to Merger Agreement dated as of November 19,...Agreement for Merger • January 30th, 1997 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Washington
AMENDED AGREEMENT AND PLAN OF REORGANIZATION Agreement made as of the 7th day of November, 1997 by and among Touch Tone America, Inc., a California corporation, ("Buyer"), ORIX Global Communications, Inc., a Nevada corporation (the "Company" or...Agreement and Plan of Reorganization • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
RECITALSConsulting Agreement • December 6th, 1996 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Washington
FORM OF PLAN OF MERGER This Plan of Merger is made by and among Touch Tone America, Inc., a California corporation ("TTA"), Touch Tone/Arcada, Inc., a Washington corporation and wholly-owned subsidiary of TTA ("Newco"), and Arcada Communications,...Plan of Merger • January 30th, 1997 • Touch Tone America Inc • Telephone communications (no radiotelephone)
EXHIBIT 1 TOUCH TONE AMERICA AND ARCADA COMMUNICATIONS SIGN MERGER AGREEMENT _________________________________________________________________________ FOR IMMEDIATE RELEASE Contact: Michael J. Canney, President & CEO, Touch Tone America, (602)...Merger Agreement • November 25th, 1996 • Touch Tone America Inc • Telephone communications (no radiotelephone)
Contact: Michael J. Canney, President & CEO, Touch Tone America, (602) 874-4500 or Frank Bonadio, President & CEO, Arcada Communications, (206) 441-5022 or Max Ramras or Joe Diaz, RCG Capital Markets Group, Inc. (602) 998-7555
