REGISTRATION RIGHTS AGREEMENT
-----------------------------
REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of July 1,
2002, by and between AM COMMUNICATIONS, INC., a Delaware corporation (the
"Company"), and XXXXXX XXXXXX, XXXXX XXXXXXXX, 1401077 ONTARIO, LTD. and 1418294
ONTARIO, LTD. (the "Investors").
RECITALS
WHEREAS, the Company's wholly-owned subsidiaries, AM Broadband
Services, Inc., and Nex-Link Acquisition Corp., and Nex-Link Communication
Project Services, LLC and the Investors have entered into a certain Agreement
and Plan of Merger dated as of July 1, 2002 (the "Merger Agreement");
WHEREAS, pursuant to the terms and provisions of the Merger Agreement,
the Investors has on the date hereof acquired 7,000,000 restricted shares of the
common stock of the Company, par value $.10 per share (all such shares acquired
by the Investors being, at times, collectively referred to herein as the
"Restricted Stock"); and
WHEREAS, upon the occurrence of certain events enumerated herein, the
Company has agreed to register, pursuant to applicable securities laws, the
shares of the Restricted Stock, subject to the terms and conditions of this
Agreement.
Therefore, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Investors, intending to be legally
bound, hereby agree as follows:
1. Definitions. Unless the context otherwise requires, the terms
defined in this Section 1 shall have the meanings herein specified for all
purposes of this Agreement, applicable to both the singular and plural forms of
any of the terms herein defined.
"Agreement" shall mean this Agreement.
"Board" shall mean the Board of Directors of the Company.
"Commission" shall mean the Securities and Exchange Commission
or any other federal agency then administering the Securities Act and other
federal securities laws.
"Common Stock" shall mean (except where the context otherwise
indicates) the Common Stock, $0.10 par value, of the Company as constituted on
the date hereof, and any capital stock of the Company into which such Common
Stock may hereafter be changed.
"Company" shall have the meaning assigned to it in the
introductory paragraph of this Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission thereunder, all as
the same shall be in effect from time to time.
"Holder" shall mean the record owner of any then outstanding
share of Registrable Securities.
"Holders of a Majority of the Registrable Securities" shall
mean the Person or Persons who are the Holders of more than 50% of the then
outstanding shares of the Registrable Securities.
"Investors" shall have the meaning assigned to it in the
introductory paragraph of this Agreement.
"Merger Agreement" shall have the meaning assigned to it in
the Recitals.
"Person" shall include any natural person, corporation, trust,
association, company, partnership, joint venture and other entity and any
government, governmental agency, instrumentality or political subdivision.
"Register", "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of the effectiveness of such registration statement or document.
"Registrable Securities" means (i) the then outstanding shares
of the Restricted Stock, (ii) any securities issued or issuable with respect to
such Restricted Stock by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger or consolidation or
reorganization, and (iii) any other security issued or issuable in exchange for,
or in replacement of, any shares of the Restricted Stock; provided, however,
that any securities shall only be treated as Registrable Securities for purposes
of this Agreement if and so long as they have not been (A) sold to or through a
broker or dealer or underwriter in a public distribution or a public securities
transaction, (B) registered under the Securities Act pursuant to a registration
statement filed thereunder, or (C) sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act under
Section 4(1) or Rule 144 thereof.
"Registration Expenses" shall mean all expenses incident to
the Company's performance of or compliance with Section 2.1 hereof, including,
without limitation, all registration, filing and National Association of
Securities Dealers, Inc. fees, all listing fees, all fees and expenses of
complying with securities or blue sky laws (including, without limitation,
reasonable fees and disbursements of counsel for the underwriters in connection
with blue sky qualifications of the Registrable Securities), all word
processing, duplicating and printing expenses, messenger and delivery expenses,
the fees and disbursements of counsel for the Company and of its independent
public accountants, including the expenses of "cold comfort" letters required by
or incident to such performance and compliance, any fees and disbursements of
underwriters (including, without limitation, fees and expenses of counsel to the
underwriters) customarily paid by issuers or sellers of securities and the
reasonable fees and expenses of one counsel to the selling Holders of
Registrable Securities (such counsel to be selected by Holders of a majority of
the Registrable Securities covered by such registration).
"Restricted Stock" shall have the meaning assigned to it in
the Recitals.
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"Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect from time to time.
"Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities, and,
except as included in Registration Expenses, all fees and disbursements of
counsel for any Holder.
2. Registration Rights.
2.1 Piggy-back Registration Rights.
(a) Right to Include Registrable Securities. If
at any time or from time to time after the first anniversary of the date of this
Agreement, the Company proposes to register its Common Stock for its own account
for sale to the public (other than a registration relating solely to employee
benefit plans, a registration relating solely to a transaction covered by Rule
145 of the Securities Act, or a registration on any other registration form
which does not permit secondary sales or does not include substantially the same
information as would be required to be included in a registration statement
covering a sale of the Registrable Securities), the Company will:
(i) promptly give to each Holder written
notice thereof; and
(ii) include in such registration (and
any related qualification under blue
sky laws or other compliance with
applicable securities laws), and in
any underwriting involved therein
(if so requested pursuant to Section
2.1(b) below), all the Registrable
Securities specified in a written
request or requests, made within
twenty (20) days after receipt of
such written notice from the
Company, by any Holder, except as
set forth in Section 2.1(c) below.
(b) Underwriting. If any proposed registration
for which the Company gives a Holder notice pursuant to Section 2.1(a) hereof is
for a registered public offering involving an underwriting, the Company shall so
advise the Holders as a part of the written notice given pursuant to Section
2.1(a). If requested by any Holder, the Company will arrange for the
underwriter(s) of such offering to include all the Registrable Securities to be
offered and sold by such Holder among the securities of the Company to be
distributed by such underwriter(s), except as set forth in Section 2.1(c) below.
All Holders who submit such a request shall, upon the request of the Company,
appoint a single representative to act on behalf of such Holders. The Holders of
Registrable Securities to be distributed by such underwriter(s), or their
representative, shall be parties to the underwriting agreement between the
Company and such underwriter(s). Any such Holder of Registrable Securities, or
its representative, shall not be required to make any representations or
warranties to or agreements with the Company or the underwriter(s) other than
representations, warranties or agreements regarding such Holder, such Holder's
Registrable Securities and such Holder's intended method of distribution or any
other representation, warranty or agreement required by law.
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(c) Priority. Notwithstanding anything to the
contrary contained herein, (i) the Company shall have the right to withdraw any
registration statement filed under Section 2.1(a) hereof, and (ii) if the
managing underwriter of any underwritten offering covered by Section 2.1(b)
hereof shall inform the Company in writing of its good faith belief that the
number of Registrable Securities requested to be included in such registration
would adversely affect such offering, then the Company shall be required to
include in the offering only that number of such Registrable Securities as the
managing underwriter believes will not jeopardize the success of the offering,
in each case without thereby incurring any liability to any Holder of
Registrable Securities. The Company shall advise all Holders of Registrable
Securities requested to be included in any registration pursuant to Section
2.1(a) hereof of a withdrawal of the registration statement or the imposition of
any such restrictions by the managing underwriter, and the number of shares of
securities that may be included in the registration and underwriting shall be
allocated first to all securities proposed by the Company to be sold for its own
account, and second among all such Holders and the holders of all other
securities of the Company requested to be included in such registration pro rata
among such Holders and other holders, in proportion to the respective number of
shares held by such Holders and other holders at the time of filing the
registration statement.
2.2 Expenses of Registration. All Registration Expenses
incurred in connection with any registration effected pursuant to Section 2.1(a)
hereof shall be borne by the Company. Each Holder shall bear all Selling
Expenses incurred with respect to any Registrable Securities owned by such
Holder.
2.3 Registration Procedures. In the case of each registration
effected by the Company pursuant to this Agreement, the Company will keep each
Holder of Registrable Securities covered thereby advised in writing as to the
initiation of such registration and as to the completion thereof. At its expense
the Company will:
(a) Use its best efforts to keep such
registration effective for a period of one hundred twenty (120) days or until
the Holder(s) of the Registrable Securities covered thereby have completed the
distribution described in the registration statement relating thereto, whichever
first occurs;
(b) Prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement;
(c) Use its best efforts to register and qualify
the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the Holders thereof, provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such
jurisdiction;
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(d) Furnish to each seller of Registrable
Securities covered by such registration statement such number of conformed
copies of such registration statement and of each amendment and supplement
thereto (in each case including all exhibits), and such number of prospectuses
and other documents incident thereto, as such seller of Registrable Securities
from time to time may reasonably request;
(e) Prepare and file promptly with the
Commission, and promptly notify such Holders of the filing of, such amendments
or supplements to such registration statement or prospectus as may be necessary
to correct any statements or omissions if, at the time when a prospectus
relating to such securities is required to be delivered under the Securities
Act, any event has occurred as the result of which any such prospectus or any
other prospectus as then in effect would include an untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading; and
(f) At the request of any Holder of Registrable
Securities covered by any such registration statement which involves an
underwritten public offering, furnish to such Holder at the closing provided for
in the underwriting agreement, (i) an opinion dated such date of the counsel
representing the Company for the purposes of such registration, addressed to the
underwriters and to the Holder or Holders making such request, covering such
matters as are customarily the subject of opinions of issuer's counsel provided
to underwriters in underwritten public offerings, and (ii) letters dated each of
the effective date of the registration statement and such closing date from the
Company's independent certified public accountants dealing with such matters as
the underwriters may reasonably request.
2.4 Preparation; Reasonable Investigation. In connection with
the preparation and filing of each registration statement under the Securities
Act pursuant to this Agreement, the Company will give the Holders of Registrable
Securities covered by such registration statement, their underwriters, if any,
and their respective counsel and accountants the opportunity to participate in
the preparation of such registration statement, each prospectus included therein
or filed with the Commission, and each amendment thereof or supplement thereto,
and give each of them such access to its books and records, and such
opportunities to discuss the business of the Company with its officers and the
independent public accountants who have certified the Company's financial
statements, as shall be necessary, in the opinion of such Holders' and such
underwriters' respective counsel, to conduct a reasonable investigation within
the meaning of the Securities Act.
2.5 Termination of Registration Rights. Notwithstanding
anything to the contrary set forth herein, the registration and other rights
granted to the Holders pursuant to this Agreement shall terminate as to each
Holder at such time as all Registrable Securities held by such Holder are
eligible for sale (without compliance with the registration requirements of the
Securities Act) pursuant to paragraph (k) of Rule 144 issued under the
Securities Act.
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2.6 Indemnification.
(a) By the Company. In the event of the
registration of any Registrable Securities under the Securities Act pursuant to
this Agreement, the Company will indemnify each seller of Registrable Securities
thereunder, each underwriter of Registrable Securities thereunder, and each
other person, if any, who controls such seller or underwriter within the meaning
of the Securities Act, against any claims, losses, damages or liabilities to
which they may become subject under the Securities Act or under applicable state
securities laws or otherwise, insofar as such claims, losses, damages or
liabilities arise out of or are based upon any untrue statement (or alleged
untrue statement) of a material fact contained in any registration statement
under which such Registrable Securities were registered under the Securities Act
pursuant to this Agreement, prospectus (including any preliminary prospectus) or
any amendments or supplements thereto contained in any such registration
statement, or arise out of or are based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, and will reimburse each such seller, each such underwriter
and each such controlling person, for any legal and any other expenses
reasonably incurred in connection with investigating, preparing or defending any
such claim, loss, damage, liability or action; provided that the Company will
not be liable in any such case if and to the extent that any such claim, loss,
damage, expense, or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission (i) made
in conformity with information furnished by any such seller, any such
underwriter or any such controlling person in writing specifically for use in
such registration statement or prospectus, or (ii) contained in a preliminary
prospectus and subsequently corrected in a final or amended prospectus, copies
of which were delivered to such seller, underwriter or controlling person on a
timely basis; and provided, further, that the indemnity agreement contained
herein shall not apply to amounts paid in settlement of any such claim, loss,
damage, liability or action if such settlement is effected without the consent
of the Company, which consent shall not be unreasonably withheld.
(b) By the Holders. Each Holder of Registrable
Securities included in a registration statement filed hereunder will indemnify
and hold harmless the Company, each of the Company's directors and officers,
each legal counsel and independent accountant of the Company, each underwriter
(within the meaning of the Securities Act), if any, of any of the Company's
securities covered by such registration statement, each person who controls the
Company or such underwriter within the meaning of the Securities Act, each other
Holder of Registrable Securities included in such registration statement, and
each person controlling any such other Holder, against all claims, losses,
damages and liabilities, (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement or prospectus (including any
preliminary prospectus), or any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading and will reimburse the Company, such Holders of Registrable
Securities, and such directors, officers, persons, underwriters or control
persons for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement or prospectus in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Holder expressly for use therein; provided, however, that the indemnity
agreement contained herein shall not apply to amounts paid in settlement of any
such claim, loss, damage, liability or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld; and provided, further, that the obligations of any Holder hereunder
shall be limited to an amount equal to the greater of (i) the gross sale
proceeds received by such Holder for the Registrable Securities sold as
contemplated herein, or (ii) the proportion of any such loss, claim, damage,
liability or expense which is equal to the proportion that the public offering
price of the shares sold by the Holder under such registration statement bears
to the total public offering price of all securities sold thereunder.
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(c) Notice. Each party entitled to
indemnification under this Section 2.6 (the "Indemnified Party") shall give
notice to the party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual knowledge of any claim
as to which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom;
provided, however, that (i) counsel for the Indemnifying Party, who shall
conduct the defense of such claim or litigation, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld), and the
Indemnified Party may participate in such defense at such party's expense; (ii)
the failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Agreement, except
to the extent that the Indemnifying Party's rights are materially prejudiced
thereby; and (iii) if the defendants in any such action include both the
Indemnified Party and the Indemnifying Party and the Indemnified Party shall
have reasonably concluded that there may be legal defenses available to it
and/or other Indemnified Parties which are different from or additional to those
available to the Indemnifying Party, the Indemnified Party shall have the right
to select separate counsel (in which case the Indemnifying Party shall not have
the right to direct the defense of such action on behalf of the Indemnified
Party). No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation.
(d) Contribution. If the indemnification
provided for in this Section 2.6 shall for any reason be held by a court to be
unavailable to an Indemnified Party under paragraph (a) or (b) hereof in respect
of any loss, claim, damage or liability, or any action in respect thereof, then,
in lieu of the amount paid or payable under paragraph (a) or (b) hereof, the
Indemnified Party and the Indemnifying Party under paragraph (a) or (b) hereof
shall contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating the same), (i) in such proportion as is appropriate to reflect the
relative fault of the Company and the prospective sellers of Registrable
Securities covered by the registration statement which resulted in such loss,
claim, damage or liability, or action in respect thereof, with respect to the
statements or omissions which resulted in such loss, claim, damage or liability,
or action in respect thereof, as well as any other relevant equitable
considerations, or (ii) if the allocation provided by paragraph (i) above is not
permitted by applicable law, in such proportion as shall be appropriate to
reflect the relative benefits received by the Company and such prospective
sellers from the offering of the securities covered by such registration
statement. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. Such
prospective sellers' obligations to contribute as provided in this paragraph (d)
are several in proportion to the relative value of their respective Registrable
Securities covered by such registration statement and not joint. In addition, no
Person shall be obligated to contribute hereunder any amounts in payment for any
settlement of any action or claim effected without such Person's consent, which
consent shall not be unreasonably withheld.
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2.7 Information to be Provided by Holder. The Holders of
Registrable Securities to be included in any registration effected hereunder
shall furnish to the Company such information regarding such Holders and the
distribution proposed by such Holders as the Company may reasonably request in
writing or as may otherwise be required by applicable laws. The obligations of a
Holder under this Section 2.7 shall be a condition precedent to such Holder's
participation in any registration effected pursuant to this Agreement.
2.8 Transfer of Registration Rights. The rights to cause the
Company to register securities granted the parties hereto under Section 2.1 of
this Agreement may be assigned to a transferee or assignee of the underlying
Registrable Securities, provided that the Company is given written notice at the
time of or within a reasonable time after said transfer, stating the name and
address of said transferee or assignee and identifying the securities with
respect to which such registration rights are being assigned and provided
further that the transferee or assignee of such rights expressly assumes the
obligations herein provided.
2.9 "Market Stand-off" Agreement. Any Holder, if requested by
the Company and an underwriter of Common Stock (or other securities) of the
Company, shall, upon written notice from the Company, not sell or otherwise
transfer or dispose of any Common Stock (or other securities) of the Company
held by such party, and not being sold in a registration described in Section
2.1, for a period of up to one hundred eighty (180) days following the effective
date of a registration statement of the Company filed under the Securities Act;
provided that all officers and directors of the Company enter into similar
restrictions. The Company may impose stop-transfer instructions with respect to
the shares (or securities) subject to the foregoing restriction until the end of
said period.
2.10 Reporting Requirements Under the Exchange Act. So long as
any Registrable Securities are outstanding and the Company is otherwise legally
required to do so, the Company agrees to register, or maintain registration of,
its Common Stock under Section 12 of the Exchange Act and agrees to use its best
efforts to keep effective such registration and to file timely such information,
documents and reports as the Commission may require or prescribe under Section
13 of the Exchange Act. The Company acknowledges and agrees that the purpose of
the requirements contained in this Section 2.10 is to enable a Holder to comply
with the current public information requirement contained in paragraph (c) of
Rule 144 under the Securities Act should such Holder ever wish to dispose of any
shares of the Registrable Securities in reliance upon Rule 144 (or any other
similar exemptive provision).
3. Miscellaneous.
3.1 Waivers and Amendments. With the written consent of the
Holders of a Majority of the Registrable Securities, the rights and obligations
of the Company and the rights and obligations of the Holders under this
Agreement may be waived (either generally or in a particular instance, either
retroactively or prospectively, and either for a specified period of time or
indefinitely), and with the same consent the Company, when authorized by
resolution of its Board, may enter into a supplementary agreement for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of any supplemental agreement or
modifying in any manner the rights and obligations hereunder of the Holders and
the Company; provided, however, that no such waiver or supplemental agreement
shall reduce the aforesaid proportion of the Holders which are required to
consent to any waiver or supplemental agreement, without the consent of the
Holders of all of the then outstanding shares of the Registrable Securities.
Upon the effectuation of each such waiver, consent or agreement of amendment or
modification, the Company shall promptly give written notice thereof to the
Holders who have not previously consented thereto in writing. Neither this
Agreement, nor any provision hereof, may be amended, waived, discharged or
terminated orally or by course of dealing, but only by a statement in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought, except to the extent provided in this Section 3.1.
Specifically, but without limiting the generality of the foregoing, the failure
of any Holder at any time or times to require performance of any provision
hereof by the Company shall in no manner affect the right of such Holder at a
later time to enforce the same. No waiver by any party of the breach of any term
or provision contained in this Agreement, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing waiver of any such
breach, or a waiver of the breach of any other term or covenant contained in
this Agreement.
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3.2 Effect of Waiver or Amendment. Each Holder acknowledges
that, by operation of Section 3.1 hereof, the Holders of a Majority of the
Registrable Securities will, subject to the limitations contained in such
Section 3.1, have the right and power to diminish or eliminate certain rights of
Holders under this Agreement.
3.3 Rights of Holders Inter Se. Each Holder shall have the
absolute right to exercise or refrain from exercising any right or rights which
such Holder may have by reason of this Agreement or any share of Registrable
Securities, including, without limitation, the right to consent to the waiver of
any obligation of the Company under this Agreement and to enter into an
agreement with the Company for the purpose of modifying this Agreement or any
agreement effecting any such modification, and such Holder shall not incur any
liability to any other Holder with respect to exercising or refraining from
exercising any such right or rights.
3.4 Notices. All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and shall be
personally delivered, or mailed first class, postage prepaid, registered or
certified mail,
(a) If to any Holder, addressed to such Holder at its
address shown on Exhibit A attached hereto, or such other address as such Holder
may specify by written notice to the Company, or
(b) If to the Company, addressed to its principal
executive offices or such other address as the Company may specify by written
notice to the Holders, and each such notice, request, consent and other
communication shall for all purposes of the Agreement be treated as being
effective or having been given when delivered, if delivered personally, or, if
sent by mail, at the earlier of its actual receipt or three (3) days after the
same has been deposited in a regularly maintained receptacle for the deposit of
United States mail, addressed and postage prepaid as aforesaid.
3.5 Severability. Should any one or more of the provisions of
this Agreement or of any agreement entered into pursuant to this Agreement be
determined to be illegal or unenforceable, all other provisions of this
Agreement and of each other agreement entered into pursuant to this Agreement,
shall be given effect separately from the provision or provisions determined to
be illegal or unenforceable and shall not be affected thereby.
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3.6 Parties in Interest. All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and permitted assigns of the parties hereto.
3.7 Headings. The headings of the Sections and paragraphs of
this Agreement have been inserted for convenience of reference only and do not
constitute a part of this Agreement.
3.8 Choice of Law. It is the intention of the parties that the
internal substantive laws, and not the laws of conflicts, of the Commonwealth of
Pennsylvania should govern the enforceability and validity of this Agreement,
the construction of its terms and the interpretation of the rights and duties of
the parties hereto.
3.9 Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, with
the same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly authorized and executed this
Agreement, intending it to be effective as of the date first above written.
AM COMMUNICATIONS, INC.
By: ___________________________
Name: _________________________
Title: ________________________
1401077 ONTARIO, LTD.
By: ___________________________
Name: _________________________
Title: ________________________
1418294 ONTARIO, LTD.
By: ___________________________
Name: _________________________
Title: ________________________
_______________________________
XXXXXX XXXXXX
_______________________________
XXXXX XXXXXXXX
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Exhibit A
INVESTORS
Name and No. of Shares of Restricted Stock
-------- ---------------------------------
Address
-------
1401077 Ontario Ltd. 1,750,000
00 Xxxxx Xxxx Xxxxx
Xxxxxxxx, Xxxxxxx X0X 0X0
1418294 Ontario, Ltd. 1,750,000
0 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxx
Xxxxxx Xxxxxx 1,750,000
0000 X.X. 00xx Xx.
Xxxxx Xxxxxxx, XX 00000
Xxxxx Xxxxxxxx 1,750,000
0000 X.X. 000xx Xxx
Xxxxxxx, XX 00000
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