1
August 4, 1995
Xxxxx Xxxxxx, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Geotek Communications, Inc.
00 Xxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx Xxxxx
President and CEO
Dear Sirs:
S-C Rig Investments-III, L.P. ("S-C Rig"), hereby agrees to
purchase 20,700 units (the "Units"), each Unit consisting of one $1,000
principal amount 15% Senior Secured Discount Note due 2005 (the "Notes") and
warrants to purchase 30 shares of Common Stock of Geotek Communications, Inc.
(the "Company"), par value $.01 per share (the "Warrants") at a price per unit
of $483.44 (plus accrued amortization of original issue discount from date of
issuance).
The Units will be sold to S-C Rig by Xxxxx Xxxxxx, Inc. as the
initial purchaser of such Units, pursuant to Rule 14A promulgated under the
Securities Act of 1933, as amended, and upon the terms and conditions set forth
in the Company's Offering Memorandum, dated June 30, 1995, a copy of which we
have received.
S-C Rig acknowledges that the Notes and the Warrants will be
delivered at closing of this transaction on or prior to August 9, 1995, or as
soon as practicable thereafter, against payment therefor.
S-C Rig further acknowledges that the transaction described above
is in full satisfaction of any rights it possess pursuant to that certain Stock
Purchase Agreement, dated as of September 28, 1994, by and between the Company
and S-C Rig in connection with the sale by the Company of the Units.
Very truly yours,
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