CONSULTANT AGREEMENT, DATED NOVEMBER 2000, BETWEEN
WORLDWIDE WIRELESS AND COLUMBIA FINANCIAL GROUP
AMENDMENT TO CONSULTANT AGREEMENT
THIS AMENDMENT (the "Amendment") is entered into as of the ____ day
of November, 2000,by and between WORLDWIDE WIRELESS NETWORKS, INC.,
(the "Corporation"), and
COLUMBIA FINANCIAL GROUP, INC. (the "Consultant", collectively with
the Corporation, the "Parties"). This Amendment shall modify the
terms and conditions of both (i) the Consultant Agreement entered
into on the 1st day of June 1999 by and between the Parties
(the "First Agreement"), and (ii) the Consultant Agreement entered
into on the 12th day of July 2000, by and between the Parties
(the "Second Agreement", collectively with the First
Agreement, the "Consultant Agreement"), in accordance with
Section 13 of both of the
Consultant Agreements.
WHEREAS, due to market conditions and the current price of
the Corporation's common shares, the Board of Directors of the
Corporation has elected to amend the exercise price of the
warrants contemplated as consideration in the Consultant Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and
agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound,
hereby agree as
follows:
1. Amendments. Upon execution of this Amendment, the Parties
agree to the following:
1.01. Warrants Issued Under the Consultant Agreement. The
four hundred thousand (400,000) warrants contemplated as
consideration due to the Consultant for services to be provided
to the Corporation under the First Agreement and the
six hundred thousand (600,000) warrants contemplated as
consideration due to the Consultant for services to be provided
to the Corporation under the Second Agreement, shall now have an
exercise price of One Dollar and Ten Cents ($1.10) per share. The
aggregate amount of all one million (1,000,000) of these warrants
(the "Warrants") shall be fully vested.
1.02. Term of the Consultant Agreement. The Warrants and the
two hundred thousand (200,000) restricted shares of common
stock issued to the Consultant pursuant to Section 3 the Second
Agreement (the "Restricted Shares") are consideration for services
that shall be provided to the Corporation during the
period of October 2000 through September 2001. The parties
therefore hereby agree that the term of the Second Agreement is
amended to reflect such new time period.
1.03. Exercise of Warrants. The parties hereby agree that:
(a) the Consultant shall exercise six hundred thousand (600,000)
of the Warrants for a total purchase price of Six Hundred Sixty
Thousand Dollars ($660,000) at the time the Corporation
files its Form SB-2A with the United States Securities and
Exchange Commission (the "SEC"); and
(b) the Consultant shall exercise four hundred thousand
(400,000) of the Warrants for a purchase price of Four
Hundred Forty Thousand ($440,000) after the Form SB-2A has
been declared effective by the SEC.
2. Miscellaneous Provisions.
2.01. Notices. All notices sent pursuant to the terms and
conditions of this Amendment
shall be sent as follows:
If to the Corporation:
Worldwide Wireless Networks, Inc.
000 Xxx Xxxx Xxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxx Xxxxxxxxx
Chairman of the Board
Chief Executive Officer
With a copy (which shall
Xxxxxxxx, August & Xxxxxxxxx LLP
not constitute notice) to:
00000 XxxXxxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx X. August, Esq.
If to the Consultant:
Columbia Financial Group, Inc.
0000 Xxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxxxx X. Rieu
2.02. Binding Amendment. This Amendment shall constitute a
binding amendment to the Consultant Agreement of the parties
hereto, enforceable against each of them in accordance with
its terms. This Amendment shall inure to the benefit of each
of the parties hereto, and their respective successors and
permitted assigns, in accordance with the provisions of the
Consultant Agreement.
2.03. Entire Understanding. This Amendment constitutes the
final understanding between the parties with respect to the
subject matter hereof and the transactions contemplated hereby,
and supersedes the Consultant Agreement only with respect
to the subject matter hereof.
2.04. Headings. The headings provided herein are for
convenience only and shall have no force or effect upon the
construction or interpretation of any provision hereof.
2.05. Counterparts. This Amendment may be executed in
one or more counterparts, each of which shall be deemed an
original, but all of which together shall
constitute one and the same instrument.
2.06. Governing Law. This Amendment shall be governed
by and construed in accordance with the internal laws of
the State of California, and all parties hereby consent to
the State of California as the proper jurisdiction for said
proceeding provided herein, as in accordance with the Consultant
Agreement.
2.07. Severable Provisions. The provisions of this Amendment
are severable, and if any one or more provisions is determined to
be illegal, indefinite, invalid or otherwise unenforceable, in whole
or in part, by any court of competent jurisdiction, then the
remaining provisions of this Agreement and any partially unenforceable
provisions to the extent enforceable in the pertinent jurisdiction,
shall continue in full force and effect and shall be binding and
enforceable on the parties.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date and year first above written.
THE CORPORATION:
WORLDWIDE WIRELESS
NETWORKS, INC.: ATTEST:
By: /s/ Xxxx Xxxxxxxxx By:
---------------- -------------------------
Xxxx Xxxxxxxxx _________________________
Chairman of the Board
Chief Executive Officer
THE CONSULTANT:
COLUMBIA FINANCIAL WITNESS:
GROUP, INC.:
By: /s/ Xxxxxxx X. Rieu By:
--------------- -------------------------
Xxxxxxx X. Rieu _________________________
