AMENDMENT TO AMENDED AND
RESTATED STOCKHOLDERS AGREEMENT
THIS AMENDMENT ("Amendment"), dated as of September 17, 1996, is by and
among Chase Venture Capital Associates ("CVCA"), the Persons named on
Schedule I hereto (the "TruVision Stockholders'), Xxxx Xxxxxx ("Xxxxxx"),
Xxxx Xxxxxxxxx ("Xxxxxxxxx") and those persons named on Schedule II hereto
(together with Xxxxxx and Xxxxxxxxx, the "Wireless One Stockholders"), Chase
Manhattan Capital Corporation ("CMCC"), Baseball Partners ("Baseball"),
Heartland Wireless Communications, Inc., a Delaware Corporation
("Heartland") and Wireless One, Inc., a Delaware Corporation (the
"Company"), who are the parties to that certain Amended and Restated
Stockholders Agreement made as of July 29, 1996 (the "Stockholders
Agreement"), a copy of which is attached to this Amendment as Exhibit A.
Capitalized terms not otherwise defined in this Amendment have the meanings
ascribed to them in the Stockholders Agreement.
WHEREAS, the parties to this Amendment, who constitute the requisite
Persons to amend the Stockholders Agreement, desire to amend the
Stockholders Agreement for the purpose of deleting as parties thereto the
Wireless One Stockholders.
NOW, THEREFORE, the parties to this Amendment hereby agree as follows:
The Stockholders Agreement is amended as follows:
1. The following Persons are deleted as parties to the Agreement,
to wit: Xxxxxx, Xxxxxxxxx and the Wireless One Stockholders, who
are, together with Xxxxxx and Xxxxxxxxx, Advantage Capital
Partners, Limited Partnership, Advantage Capital Partners II,
Limited Partnership and Premier Venture Capital Corporation.
2. The following sections of the Agreement are deleted in their
entireties, to wit: Section 1(a)(iii), Section 1(a)(vi), Section
1(a)(x) and Section 1(a)(xiv).
3. All references in the Agreement to the following terms are
deleted, to wit: Initial Wireless One Share Quantity, Majority
Wireless One Holders, Wireless One Share Consideration, Wireless
One Shares and Wireless One Stockholders.
4. The final sentence of Section 2 is amended to read in its
entirety as follows:
The legend set forth above shall be removed from the
certificates evidencing any shares which cease to be
Stockholder Shares for any reason, including any amendment to
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the day and year first written above.
CHASE MANHATTAN CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title:
BASEBALL PARTNERS
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title:
PREMIER VENTURE CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
HEARTLAND WIRELESS COMMUNICATIONS,
INC.
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President - Finance
WIRELESS ONE, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title:
MISSISSIPPI WIRELESS TV, L.P.
By: WIRELESS TV, INC.
ITS: General Partner
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title:
CHASE VENTURE CAPITAL ASSOCIATES
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: General Partner
VANCOM, INC.
By: /s/ Xxxxxxx X. Xxx Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxx Xxxxxxxx
Title: President
VISION COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title:
/s/ Xxxx Xxxxxxxxx
----------------------------------------
Xxxx Xxxxxxxxx
/s/ Xxxx X. Xxxxxx
----------------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxxxxx
/s/ Xxxx X. Xxxx, Xx.
----------------------------------------
Xxxx X. Xxxx, Xx.
/s/ Xxxxxxxx X. Wollhiser, Jr.
----------------------------------------
Xxxxxxxx 0. Xxxxxxxxx, Jr.
----------------------------------------
Xxxxxx Xxxxxx
