October 22, 2001
WaveRider Communications Inc.
000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx Xxxxxx X0X 0X0
AGREEMENT
This Agreement sets forth the terms and conditions under which Innisfree M&A
Incorporated ("Innisfree") has been retained by WaveRider Communications Inc.
("WAVC") to act as Information Agent in connection with its Rights Offer (the
"Offer"). The term of the Agreement shall be 60 days from the date of execution
of this Agreement, unless further extended by WAVC. In the event of such
extension, WAVC will pay Innisfree additional fees to be mutually determined.
1. In connection with this Agreement, WAVC will pay Innisfree a fee of
$8,500, payable upon commencement of the Offer. In addition, WAVC agrees to
pay Innisfree $5.50 per incoming and outgoing telephone call.
2. In connection with Innisfree's services under this Agreement, WAVC
agrees to reimburse Innisfree, pay directly, or, where requested by
Innisfree in special situations, advance sufficient funds to Innisfree
for payment of the following costs and expenses:
a. Freight and postage expenses incurred in connection with the
distribution of Offer documents;
b. Expenses Innisfree incurs in working with your agents or other
parties involved in the Offer, including any charges for bank
threshold lists, data processing, directory assistance,
facsimile transmissions or other forms of electronic
communication;
c. Expenses Innisfree incurs at WAVC's request or for WAVC's
convenience, including those incurred in the preparation and
placement of newspaper ads including typesetting and space
charges, printing additional and/or supplemental material,
copying, and travel;
d. Fees and expenses authorized by WAVC resulting from
extraordinary contingencies which may arise during the course
of the Offer.
In instances where Innisfree incurs and pays such costs and expenses as
listed above to third parties on behalf of WAVC, WAVC agrees to pay
Innisfree a service fee of five percent of such costs and expenses.
3. Innisfree hereby agrees not to make any representations not included in
the Offer documents.
4. WAVC represents to Innisfree that it will comply with, and
Innisfree represents to WAVC that it will comply with, applicable
requirements of law relating to the performance of services under this
Agreement.
5. WAVC agrees to indemnify and hold Innisfree harmless against any loss,
damage, expense October (including, without limitation, legal and
other related fees and expenses), liability or claim arising out of
Innisfree's fulfillment of the Agreement (except for any loss, damage,
expense, liability or claim resulting out of Innisfree's own
negligence or misconduct). At its election, WAVC may assume the
defense of any such action. Innisfree hereby agrees to advise
WAVC of any such liability or claim promptly after receipt of the
notice thereof; provided however, that Innisfree's right to
indemnification hereunder shall not be limited by its failure to
promptly advise WAVC of any such liability or claim, except to the
extent that WAVC is prejudiced by such failure. The indemnification
contained in this paragraph will survive the term of the Agreement.
6. Innisfree agrees to preserve the confidentiality of all
non-public information provided by WAVC or its agents for its use in
providing services under this agreement, or information developed by
Innisfree based upon such non-public information.
If the above is agreed to by you, please sign and return the enclosed duplicate
of this Agreement to Innisfree M&A Incorporated, Attention: Xxxxxxxx X.
Xxxxxxxx, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000.
ACCEPTED:
WAVERIDER COMMUNICATIONS INC. INNISFREE M&A INCORPORATED
By: /s/ T. Xxxxx Xxxxxxxxxxx By:/s/ Xxxxxx X. Xxxxxxx
----------------------- ---------------------
T. Xxxxx Xxxxxxxxxxx Xxxxxx X. Xxxxxxx
Chief Financial Officer Co-Chairman
October 22, 2001
