EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2008 • Xfone Inc • Communications services, nec • Texas
This Employment Agreement (this "Agreement") is executed as of February 26, 2008 by NTS Communications, Inc. (the "Employer"), and Barbara Baldwin, an individual (the "Executive") to be effective on the date of consummation of the transactions contemplated by the Stock Purchase Agreement (as defined herein) (the “Effective Date”).
RELEASERelease • February 26th, 2008 • Xfone Inc • Communications services, nec • Texas
This Release (this “Release”) is entered into by Barbara Baldwin, Jerry Hoover, and Brad Worthington (each an “Officer” of the Company (as defined herein) and collectively, the “Officers”), effective as of the 26th day of February, 2008 in connection with the Contemplated Transactions under the terms and provisions of that certain Stock Purchase Agreement dated August 22, 2007, as amended (the “Stock Purchase Agreement”), by and among NTS Communications, Inc., a Texas corporation (the “Company”), XFone, Inc., a Nevada corporation (the “Purchaser”), and the shareholders of the Company identified as the “Sellers” on the signature pages of the Stock Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement.
FREE CASH FLOW PARTICIPATION AGREEMENTFlow Participation Agreement • February 26th, 2008 • Xfone Inc • Communications services, nec • Texas
This Cash Flow Participation Agreement (this "Agreement") is executed as of February 26, 2008 by XFone, Inc., a Nevada corporation ("XFone"), and NTS Holdings, Inc., a Texas corporation ("Holdings") to be effective on the date of consummation of the transactions contemplated by the NTS Stock Purchase Agreement (as defined herein) (the “Effective Date”).
ESCROW AGREEMENTEscrow Agreement • February 26th, 2008 • Xfone Inc • Communications services, nec • Mississippi
This Escrow Agreement, dated as of February 26, 2008 (the “Closing Date”), among XFone, Inc., a Nevada corporation (“Purchaser”) and Chris Chelette, Robert Healea and Kevin Buxkemper, (collectively the “Sellers’ Representative”) for each of the persons and entities listed on Exhibit A hereto who were selling Shareholders of NTS Communications, Inc. (the “NTS Sellers”), and Trustmark National Bank, as escrow agent (“Escrow Agent”).
Second Amendment to Stock Purchase AgreementStock Purchase Agreement • February 26th, 2008 • Xfone Inc • Communications services, nec
This Second Amendment (“Second Amendment”) to the Stock Purchase Agreement, dated as of August 22, 2007, as amended (the “SPA”) is entered into as of February 26, 2008 by and among Chris Chelette, Robert Healea and Kevin Buxkemper, in their capacity as Sellers’ Representative and for and on behalf of each of the Sellers party to the SPA, NTS Communications, Inc. (the “Company”) and Xfone, Inc. (“Purchaser”). Capitalized terms used herein have the same meaning as defined in the SPA, unless otherwise specified herein.
Noncompetition, Nondisclosure and Nonsolicitation AgreementNondisclosure and Nonsolicitation Agreement • February 26th, 2008 • Xfone Inc • Communications services, nec • Mississippi
This Noncompetition, Nondisclosure and Nonsolicitation Agreement (this “Agreement”) is made as of the 26th day of February, 2008, by and among Xfone, Inc., a Nevada corporation (“Purchaser”), on the one hand, and each of Telephone Electronics Corporation, a Mississippi corporation (“TEC”), Joseph D. Fail, Chris Chelette, Robert Healea, Joey Garner, and Walter Frank (each a “TEC Affiliate” and collectively the “TEC Affiliates”), severally and not jointly, each of such individuals being an officer or director of TEC or an affiliate of TEC, including NTS (as defined herein), on the other hand. TEC and the TEC Affiliates shall each be referred to herein from time to time as a “TEC Party,” and collectively as the ‘TEC Parties.”
