JOINT FILING AGREEMENTJoint Filing Agreement • March 13th, 1998 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
G&A will make a one-time payment of $1 US Dollar for this OPTION. - G&A shall have the option to purchase 34,900 shares of TotalTel stock from JS for a price of $30 per share by giving notice in writing. Immediately upon giving notice in writing, JS...Stock Sale and Option Agreement • March 13th, 1998 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone) • Virginia
EXHIBIT 7.2 PROXY AGREEMENT For good and valuable consideration, and as contemplated by Section 5 of that Agreement to Purchase Stock made as of January 6, 1998 between Kevin A. Alward of 182 Powell Road, Allendale, New Jersey 07401 ("Alward"), and...Proxy Agreement • March 13th, 1998 • Gold & Appel Transfer Sa • Telephone communications (no radiotelephone)
For good and valuable consideration, and as contemplated by Section 5 of that Agreement to Purchase Stock made as of January 6, 1998 between Kevin A. Alward of 182 Powell Road, Allendale, New Jersey 07401 ("Alward"), and Gold & Appel Transfer, S.A., a British Virgin Islands corporation ("G&A"), in respect of 69,000 shares of common stock, par value $0.05 per share, of Total-Tel USA Communications, Inc., a Delaware corporation (the "Company"), which 69,000 shares (the "Shares") Alward owns, beneficially or of record, and has agreed to sell to G&A in October 1998 under the above-mentioned Agreement to Purchase Stock (the "Agreement"), Alward hereby constitutes and appoints G&A as the sole and exclusive and true and lawful agent, attorney-in-fact and proxy of Alward, with full power of substitution and resubstitution, to vote or direct the voting of the Shares, at any and all annual or special meetings of the holders of the Company's common stock, and otherwise to act in respect of the Sh
