REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 31, 1997, among TOUCH TONE AMERICA, INC. (the "Company"), and the other undersigned parties hereto (collectively, the "Funds"). 1. INTRODUCTION. The...Registration Rights Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 31, 1997 BY AND AMONG TOUCH TONE AMERICA, INC., AS THE ISSUER, THE PURCHASERS LISTED ON SCHEDULE 2.1 ATTACHED HERETO, AS THE PURCHASERSSecurities Purchase Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT ("AGREEMENT") is made as of the 31st day of December, 1997, by the parties set forth on signature page hereto under the heading Pledgor (hereinafter called "PLEDGOR", whether one or more), in favor of...Stock Pledge Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
OPTION AGREEMENT DATED AS OF DECEMBER 31, 1997 BY AND AMONG TOUCH TONE AMERICA, INC., AS THE ISSUER, AND INFINITY INVESTORS LIMITED, AS THE PURCHASEROption Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
PUT AND CALL AGREEMENT This PUT AND CALL AGREEMENT (this "Agreement") dated as of the 31st day of December, 1997, is entered into by and among TOUCH TONE AMERICA, INC. (the "Company") and INFINITY INVESTORS LIMITED ("Purchaser"). WITNESSETH: WHEREAS,...Put and Call Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") dated as of the 31st day of December, 1997 among TOUCH TONE AMERICA, INC., a California corporation (the "Company"), ORIX GLOBAL COMMUNICATIONS, INC., a Nevada corporation ("Orix"), INFINITY...Escrow Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Texas
SECURITY AGREEMENT THIS SECURITY AGREEMENT ("AGREEMENT") is made as of the 31ST day of December, 1997, by ORIX GLOBAL COMMUNICATIONS, INC. (hereinafter called "DEBTOR", whether one or more), in favor of Infinity Investors Limited, as agent for and...Security Agreement • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
AMENDED AGREEMENT AND PLAN OF REORGANIZATION Agreement made as of the 31st day of December, 1997 by and among Touch Tone America, Inc., a California corporation, ("Buyer"), ORIX Global Communications, Inc., a Nevada corporation (the "Company" or...Amended Agreement and Plan of Reorganization • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone)
AMENDED AGREEMENT AND PLAN OF REORGANIZATION Agreement made as of the 7th day of November, 1997 by and among Touch Tone America, Inc., a California corporation, ("Buyer"), ORIX Global Communications, Inc., a Nevada corporation (the "Company" or...Amended Agreement and Plan of Reorganization • January 15th, 1998 • Touch Tone America Inc • Telephone communications (no radiotelephone) • Nevada
TOUCH TONE AMERICA, INC. COMMON STOCK PURCHASE WARRANTTouch Tone America Inc • January 15th, 1998 • Telephone communications (no radiotelephone) • Nevada
December 31, 1997 Infinity Investors Limited 38 Hertford Street London, England WIY 7TG Gentlemen: Reference is hereby made to that certain Securities Purchase Agreement dated the date hereof among Touch Tone America, Inc. (the "Company"), Orix Global...Touch Tone America Inc • January 15th, 1998 • Telephone communications (no radiotelephone)
Reference is hereby made to that certain Securities Purchase Agreement dated the date hereof among Touch Tone America, Inc. (the "Company"), Orix Global Communications, Inc. ("Orix"), Infinity Investors Limited and Infinity Emerging Opportunities Limited (collectively, the "Purchasers"), together with each Transaction Agreement referenced therein (including, without limitation, the Option Agreement). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Purchase Agreement.
