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AGREEMENT TO PURCHASE STOCK
(AGREEMENT 3)
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, 69,000
shares of TELU (the "Shares") on October 1, 1998.
2. The purchase price will be $39.80 US Dollars per Share for a grand
total of $2,746,200.00 US Dollars for the Shares (the "Purchase Price").
3. G&A agrees to pay to KA a deposit (the "Deposit") on account of the
Purchase Price of $621,000.00 US Dollars within five (5) days after the date of
this Agreement. In the event G&A for whatever reason does not complete the
purchase of the Shares by paying the balance of the Purchase Price on or before
October 5, 1998, then the Deposit will be forfeited and may be retained by KA
and this Agreement shall be terminated and of no further force and effect.
4. Upon receipt of the Deposit, KA agrees to deliver to Xxxxxxx & Xxxxxx,
P.C., as escrow agent, the certificate(s) representing the Shares, together with
blank undated stock power(s) duly executed by KA, covering the Shares, to be
held in escrow. In the event that the full amount of the Purchase Price is paid
by G&A to KA on or before October 5, 1998, then such stock certificate(s) and
stock power(s) shall be delivered by the Escrow Agent to First Montawk
Securities for the account of G&A, DTC Participant No. 0270, Account Name Gold &
Xxxxx Transfer S.A., Account No. W631305570. However, in the event that G&A does
not pay the full Purchase Price on or before October 5, 1998, and this Agreement
is terminated pursuant to
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Section 3 hereof, the Escrow Agent shall return such stock certificate(s) and
stock power(s) to KA.
5. KA also agrees that upon receipt of the Deposit he will grant to G&A a
proxy to vote the Shares as to any matters which may arise while this Agreement
is in effect. Such proxy shall automatically terminate when the full Purchase
Price has been paid by G&A to KA or this Agreement is terminated pursuant to
Section 3 hereof.
6. Payment of the Deposit and 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:
Chase Manhattan Bank ABA 021 0000 21
For Benefit of Xxxxx Xxxxxx Account # 066 198 038
For Credit to Xxxxxx Account # 641 02137 11-199
7. KA warrants that he is the sole owner of the Shares and the Shares may
be sold by him without restrictions.
8. 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
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Name: Xxxx Xxxxxxxx
Title: Power of Attorney
in G&A
