Exhibit 10.6


 


DCP Teletouch, LLC


c/o Downtown Capital Partners, LLC


One Barker Ave., Suite
260


White Plains, NY 10601


 


February 1, 2013


 


Teletouch Communications, Inc.


5718 Airport Freeway


Fort Worth, Texas 76117


 


		Re:	Buyback Right and Agreement not to Short Securities of Teletouch Communications, Inc.



 


Ladies and Gentlemen:


 


The undersigned is
the holder and a beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of certain
shares of common stock, $.001 par value per share, outstanding on the date hereof (the “Securities”), listed
on the attached Exhibit A, of Teletouch Communications, Inc., a Delaware corporation (the “Company”).
The undersigned is receiving the Securities pursuant to the terms of (i) that Loan and Security Agreement by and among the Company,
Progressive Concepts, Inc. and DCP Teletouch, LLC and the other named parties thereto dated of even date herewith (the “Loan
Agreement”), and (ii) that Subscription Agreement between the undersigned and the Company dated of even date herewith
(together, the “Transaction”). The undersigned understands that execution and delivery of this Letter Agreement
is required pursuant to the Loan Agreement.


 


In consideration of
the premises and the mutual covenants contained herein, in the Loan Agreement, the Subscription Agreement and other documents and
agreements in connection with the Transaction, and, and other good and valuable consideration, receipt and sufficiency is hereby
acknowledged by the parties hereto, the undersigned hereby agrees as follows:


 


Commencing on the date
hereof and so long as the Revolving Credit Commitments (as defined in the Loan Agreement) have not been terminated, the Company
shall have the right, but not the obligation, at its sole discretion, to buy back from the Lender all or a portion of the Securities,
and the Lender agrees to sell, assign and transfer such Securities to the Company, that the Lender may beneficially own at the
time of the exercise of such right, which at the purchase price per share equal to $0.452, or 120% of the Issue Price (as the term
is defined under the Loan Agreement). To exercise this buy-back right, the Company must deliver to the Lender a thirty (30) days’
advance written notice indicating therein the number of Securities to which such notice applies. Upon receipt of such notice by
the Lender, the obligation to repurchase such Securities shall be binding and irrevocable as to the Company. At the closing of
such buyback, the Lender shall deliver to the Company stock certificate(s) representing the Securities, duly endorsed in favor
of the Company, and the Company shall deliver to the Lender, by the wire transfer of immediately available funds, the cash consideration
for the Securities.


 


The undersigned further
agrees that as of the time of execution of this Letter Agreement by the undersigned and for as long as the Facilities (as the term
is defined under the Loan Agreement) remain outstanding, the undersigned has not directly or indirectly, nor has any person acting
on behalf of or pursuant to any understanding with the undersigned, engaged in any transactions in the securities of the Company
(including, without limitation, any Short Sales (as defined below) involving the Company’s securities) during the period
commencing on the date hereof and so long as the Revolving Credit Commitments (as defined in the Loan Agreement) have not been
terminated. “Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO
under the Securities Exchange Act of 1934, as amended (the “1934 Act”).


 




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The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. This Letter Agreement
shall be binding on the undersigned and his, her or its respective successors, heirs, personal representatives and assigns. This
Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.


 


	 	DCP TELETOUCH, LLC,	 
	 	 	 
	 	By:	/s/ Gary Katz	 
	 	 	Name:	Gary Katz	 
	 	 	Title:	Authorized Representative	 


 




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