EXHIBIT 10.29
AGREEMENT BETWEEN DOMINION AND THE COMPANY RELATING
TO CELLTEL DATA SERVICES, INC. DATED OCTOBER 15, 1996
AGREEMENT BETWEEN DOMINION GROUP LIMITED AND NUMEREX
CORP. REGARDING THE SETTLEMENT OF THE SUM OWED BY CELLTEL
DATA SERVICES INC. TO DA
This Agreement sets out the terms of the arrangement concluded between Dominion
Group Limited and NumereX Corp, for the settlement of the outstanding payment of
$375,000 owed to DA Systems Ltd (DA) by CellTel Data Services, Inc. ("CellTel")
1. NumereX Corp. has agreed to invest the sum of $375,000 in return for 10%
of the issued (authorized) and outstanding shares of CellTel.
2. CellTel will use the sum invested by NumereX to pay the entire balance of
the sum due to DA.
3. For 30 days following the third anniversary of the signing of this
Agreement, NumereX will have the option to sell the equity interest
described in paragraph 1 to Dominion and Dominion will be required to buy
this equity interest for the sum of $500,000. Should NumereX exercise the
right to sell this equity interest, the option of acquiring additional
shares in CellTel as described in paragraph 5 shall expire.
4. At a date three years from the signing of this Agreement, Dominion shall
have the right to acquire NumereX's equity interest, exclusive of any
shares acquired through the exercise of the option described in paragraph
5, in CellTel for the sum of $500,000. Should Dominion not exercise this
right within 30 days of the third anniversary of the signing of this
Agreement, this right shall expire.
5. At a date three years from the signing of this agreement, and for a period
of twelve months thereafter, NumereX shall have an option of acquiring an
amount of shares equal to 10% of the outstanding shares of CellTel, after
giving effect to NumereX's acquisition of the shares, for the sum of $1.
6. NumereX shall have the right to appoint a Director to the Board of
Directors of CellTel for as long as NumereX holds an equity interest in
CellTel.
Signed in acceptance of these terms, by:
/s/ X. X. Xxxxxxx Xxxxxxx
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X. X. Xxxxxxx Xxxxxxx
Director: Portfolio Investments
Dominion Group Limited
/s/J Short
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J Short
Chief Financial Officer
Dominion Group Limited
/s/X. X. Xxxx
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X. X. Xxxx
Chief Executive Officer
Numerex Corp.
Dated: October 15, 1996
