0000948545-06-000040 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG TALK AMERICA HOLDINGS, INC., CAVALIER ACQUISITION CORP. AND CAVALIER TELEPHONE CORPORATION Dated as of September 22, 2006
Merger Agreement • September 26th, 2006 • Talk America Holdings Inc • Radiotelephone communications • Delaware
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THIRD AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • September 26th, 2006 • Talk America Holdings Inc • Radiotelephone communications • Delaware

THIRD AMENDMENT, dated as of September 22, 2006 (this "Amendment") to the Rights Agreement dated as of August 19, 1999, and as amended as of September 19, 2001 and December 13, 2002 (as amended, the "Agreement") between Talk America Holdings, Inc. (formerly Talk.com, Inc.), a Delaware corporation (the "Company"), and Stocktrans, Inc.(the "Rights Agent") (as successor to First City Transfer Company, a Delaware corporation).

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