EXHIBIT 2.2
STOCK PURCHASE AGREEMENT
Between
BILLING CONCEPTS CORP.
And
PRINCETON TELECOM CORPORATION
Dated as of September 4, 1998
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this "Agreement") dated as of September 4, 1998, between Princeton
TeleCom Corporation, a Delaware corporation (the "Company"), and Billing Concepts Corp., a Delaware
corporation (the "Purchaser").
WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and
sell to the Purchaser and the Purchaser desires to purchase from the Company, shares of the Company's
Common Stock, par value $0.01 per share (the "Common Stock").
IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser
agree as follows:
ARTICLE I
PURCHASE AND SALE OF CAPITAL STOCK
The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell
to the Purchaser and the Purchaser shall purchase 831,290 shares of Common Stock of the Company,
representing 22% of the issued and outstanding Common Stock of the Company at the Closing (as defined
below), taking into account vested stock options of the Company (the "Shares"), subject to adjustment as set
forth in Section 3.2 of this Agreement for an aggregate purchase price of $10,000,000. The closing of the
purchase and sale of the Shares (the "Closing") shall take place at the offices of the Purchaser immediately
following the execution hereof, which Closing is anticipated to be September 3, 1998 or such later date as the
parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, the parties shall deliver or shall cause to be delivered such items as are required to be
delivered by them in accordance with the terms of this Agreement, including the following: (A) The Company
shall deliver (1) stoc