WAIVER
WAIVER
THIS
WAIVER AGREEMENT, between JKC Group, Inc., a New York corporation (the
"Company"), and Zi Corporation, an Alberta corporation ("Zi"), dated as of
November 7, 2002.
Background
| 1. |
The Company and Zi are parties to a Stock Purchase Agreement dated as of August 2, 2002, as amended (the "Purchase Agreement") providing for the sale of all of the outstanding shares of Magic Vision Media Inc. to the Company. |
| 2. |
The Company and Zi desire to close the transactions contemplated by the
Purchase Agreement and in connection therewith are entering into this
Waiver Agreement. |
Agreement
| 3. | The Company and Zi waive the Closing Notice provided in Section 2.1 of the Purchase Agreement. |
| 4. | Zi hereby confirms that it has converted all outstanding intercompany debt into an additional 3,183 common shares, which are being transferred to the Company for no additional consideration. |
| IN WITNESS WHEREOF, the parties have executed this Waiver as of November 7, 2002 |
|
|
JKC Group, Inc. |
| By:/s/Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, President and Chief Executive Officer |
|
| Zi Corporation | |
|
By:/s/Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx, Chairman and Chief Executive Officer |
|
:
