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Exhibit 7.2
AGREEMENT TO PURCHASE STOCK
(AGREEMENT 2)
THIS AGREEMENT is made as of January 6, 1998 by and between XXXXX X.
XXXXXX (KA), residing at 000 Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, and GOLD
& XXXXX TRANSFER S.A. (G&A), a British Virgin Islands corporation, with an
address at Xxxx Xxxxxx Building, Wickhams Cay, Road Town, Tortula, British
Virgin Islands.
WHEREAS, KA owns certain shares and options of Total-Tel U.S.A.
Communications, Inc., a New Jersey corporation listed on Nasdaq as TELU; and
WHEREAS, G&A wishes to purchase some of the TELU shares owned by KA.
NOW, THEREFORE, the parties agree as follows:
1. G&A agrees to purchase from KA, and KA agrees to sell to G&A,
191,000 shares of TELU (the "Shares") on February 16, 1998.
2. The purchase price will be $28.00 US Dollars per Share for a grand
total of $5,338,000.00 US Dollars for the Shares (the "Purchase Price").
3. Payment of the Purchase Price by G&A will be made by wire transfer
of immediately available federal funds to KA per the following wire transfer
instructions:
[OMITTED]
4. KA agrees to deliver to First Montawk Securities for the account of
G&A stock certificate(s) representing the Shares duly endorsed for transfer to
First Montawk Securities, DTC Participant No. 0270, Account Name G&A Transfer
S.A., Account No. [OMITTED], as soon as immediately available funds representing
the Purchase Price are transferred by G&A to the account specified by KA.
5. KA warrants that he is presently the holder of options which are
currently exercisable to acquire the Shares and that on or prior to February 16,
1998 he will exercise such options and become the sole owner of the Shares and
the Shares then may be sold by him without restrictions.
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6. G&A represents that it is acquiring the Shares in a private
transaction for its own account for investment and not with a view to the resale
or distribution thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
GOLD & XXXXX TRANSFER S.A.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Power of Attorney in G&A
