EXHIBIT 10.1 As of April 6, 1999 Mr. Emanuel DeMaio Dear Manny: We are writing to confirm our agreements and understandings regarding your status under your Employment Agreement, dated as of October 13, 1998 (the "Employment Agreement"), among you, as...Tel Save Com Inc • May 5th, 1999 • Radiotelephone communications
EXHIBIT 10.48 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 8th day of March, 2000 between Talk.com, Inc., a Delaware corporation (the "Company"), and Warren Brasselle ("Employee"). WHEREAS, Company...Employment Agreement • April 1st, 2002 • Talk America • Radiotelephone communications • Pennsylvania
RECITALS:Registration Rights Agreement • January 20th, 1999 • Tel Save Com Inc • Radiotelephone communications • New York
CREDIT AGREEMENTCredit Agreement • August 14th, 1997 • Tel Save Holdings Inc • Radiotelephone communications • North Carolina
EXHIBIT 10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 3rd day of July, 1997 by and among Tel-Save, Inc. ("Company"), a Pennsylvania corporation and a wholly-owned subsidiary of Tel- Save Holdings,...Employment Agreement • November 14th, 1997 • Tel Save Holdings Inc • Radiotelephone communications • Pennsylvania
TOIndenture • March 5th, 2002 • Talk America • Radiotelephone communications • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 2nd day of October, 2001, between Talk America Holdings, Inc., a Delaware corporation ("Company"), and Jeffrey Earhart...Employment Agreement • November 14th, 2001 • Talk America • Radiotelephone communications • Pennsylvania
to INDENTURE ---------Talk America • April 12th, 2002 • Radiotelephone communications • New York
RECITALSConsulting Agreement • February 21st, 2002 • Talk America • Radiotelephone communications • Virginia
AGREEMENTAgreement • July 23rd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • Delaware
EXHIBIT 10.1 VOTING AGREEMENT THIS VOTING AGREEMENT (the "Agreement") is dated as of March 24, 2000 by and among TALK.COM, INC., a Delaware corporation ("Parent"), ALADDIN ACQUISITION CORP., a Delaware corporation and a wholly- owned subsidiary of...Voting Agreement • April 7th, 2000 • Talk Com • Radiotelephone communications • Virginia
ARTICLE IPledge Agreement • September 2nd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
1 EXHIBIT (c)(3) STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, dated as of December 18, 1997 (the "Agreement"), is by and between TEL-SAVE HOLDINGS, INC., a Delaware corporation ("Parent"), and SYMETRICS INDUSTRIES, INC., a Florida corporation...Stock Option Agreement • December 22nd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • Delaware
AGREEMENTAgreement • April 2nd, 2001 • Talk Com • Radiotelephone communications
RECITALSRegistration Rights Agreement • September 24th, 2001 • Talk America • Radiotelephone communications • New York
AmongAgreement and Plan of Merger • July 23rd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
EXHIBIT 4.2 WARRANT AGREEMENT THIS WARRANT AGREEMENT (the "Agreement") is dated as of this 9th day of August, 2000, by and between TALK.COM INC., a Delaware corporation ("Company"), and _____________ (the "Warrant Holder"). The Warrants are granted...Warrant Agreement • April 2nd, 2001 • Talk Com • Radiotelephone communications • Delaware
BETWEENServices Agreement • July 7th, 2000 • Talk Com • Radiotelephone communications • Virginia
LEASELease • April 2nd, 1999 • Tel Save Com Inc • Radiotelephone communications • Virginia
EXHIBIT 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made effective March 24, 2000 by and among Talk.com, Inc., a Delaware corporation, ("Purchaser") and Access One Communications Corp., a New Jersey corporation...Indemnification Agreement • April 7th, 2000 • Talk Com • Radiotelephone communications • Virginia
This Settlement Agreement (the "Agreement"), dated as of November 20, 1997, by and among Intermedia Communications, Inc. ("ICI"), Moonlight Acquisition Corp. ("Moonlight"), Tel-Save Holdings, Inc. ("Tel-Save"), Shared Technologies Fairchild Inc.,...Settlement Agreement • November 24th, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
Total (in thousands) -------------- Professional fees $ 7,000 Employment contract termination costs 7,000 Registration and other regulatory costs 1,000 Other 1,000 ----------- $ 16,000 ===========Tel Save Holdings Inc • September 2nd, 1997 • Radiotelephone communications
EXHIBIT 4.5Warrant Agreement • April 2nd, 2001 • Talk Com • Radiotelephone communications • Delaware
D-1Guarantee Agreement • September 2nd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
EXHIBIT 4.1 [RESTATED ACCESS ONE COMMUNICATIONS CORP. 1997 STOCK OPTION PLAN OR RESTATED ACCESS ONE COMMUNICATIONS CORP. 1999 STOCK OPTION PLAN] NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • December 19th, 2000 • Talk Com • Radiotelephone communications • Delaware
* * " indicates that material has been deleted pursuant to a confidential treatment request and filed separately with the Commission.] AMENDMENT NO. 2 This AMENDMENT NO. 2 (this "Amendment"), dated May 14, 1998 (the "Amendment Effective Date"), by and...Tel Save Holdings Inc • August 14th, 1998 • Radiotelephone communications • Delaware
EXHIBIT 10.2 TALK AMERICA HOLDINGS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of April 14, 2003, by and between Talk America Holdings, Inc., a Delaware corporation (the "Company"), and Helen Manich...Indemnification Agreement • May 14th, 2003 • Talk America Holdings Inc • Radiotelephone communications • Delaware
Tel-Save Holdings, Inc. 1,200,000 Shares Common Stock ($.01 par value)Tel Save Holdings Inc • November 18th, 1996 • Radiotelephone communications • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 7th, 2000 • Talk Com • Radiotelephone communications • Delaware
PURCHASE AGREEMENT REGARDING THE STOCK OF EMERGENCY TRANSPORTATION CORPORATIONPurchase Agreement • January 20th, 1999 • Tel Save Com Inc • Radiotelephone communications • New York
EXHIBIT 4.4 [RESTATED ACCESS ONE COMMUNICATION CORP. 1997 STOCK OPTION PLAN OR RESTATED ACCESS ONE COMMUNICATIONS CORP. 1999 STOCK OPTION PLAN] INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 19th, 2000 • Talk Com • Radiotelephone communications • Delaware
to INDENTURE ---------Talk America • April 12th, 2002 • Radiotelephone communications • New York
RECITALSExchange Agreement • January 20th, 1999 • Tel Save Com Inc • Radiotelephone communications • New York
TOTalk America • March 14th, 2002 • Radiotelephone communications • New York
AGREEMENTAgreement • August 13th, 2002 • Talk America • Radiotelephone communications • Georgia
