TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT, dated as of the 13th day of
January 2000, by and among PICK COMMUNICATIONS CORP, a Nevada corporation
("Pick") XXXXX INVESTMENTS LTD., a British Virgin Island corporation ("Xxxxx")
and ATLANTIC TELENETWORK, INC., a Delaware corporation ("ATN").
RECITALS
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WHEREAS, Xxxxx and ATN entered into that certain Option
Agreement dated as of September 13, 1999 (the "Option Agreement") relating to
the purchase of all the outstanding capital stock of PICK Net, Inc. and PICK Net
UK PLC (the "Companies"); and
WHEREAS, Xxxxx and ATN have made a mutual decision not to
complete the transaction contemplated by the Option Agreement; and
WHEREAS, neither Xxxxx nor ATN has commenced performance under
the Option Agreement, and Xxxxx and ATN wish to terminate the Option Agreement
and declare it a nullity, without any liability or obligation on the part of
either party thereto; and
WHEREAS, in consideration for terminating the Option
Agreement, the Board of Directors of PICK, the parent of the Companies, has
authorized the issuance to ATN of warrants (the "Warrants") to purchase one
million shares of the common stock of PICK at an exercise price of $2.00 per
share.
NOW, THEREFORE, Pick, Xxxxx and ATN agree as follows:
1. Pick hereby represents and warrants to ATN:
1.1. The total number of shares of common stock which Pick has outstanding
or has committed to issue, under options, warrants, convertible
securities or contractual agreements or arrangements of any kind
whatsoever, does not exceed 16 million shares of common stock as of
the date of this Termination Agreement;
1.2. The Warrants have been duly authorized by the board of directors of
Pick, and the issuance of the Warrants will not violate any provision
of Pick's certificate of incorporation or bylaws or any agreement (of
any nature whatsoever) to which Pick or any of its subsidiaries or
affiliates is a party and, except with respect to the number of shares
of common stock issuable upon conversion of Pick's 10% Senior Secured
Notes in the original aggregate principal amount of $9,900,000, will
not give rise to any right of any stockholder or any other person to
acquire shares of common stock of Pick from Pick.
2. On or prior to January 7, 2000, Pick shall issue and deliver to ATN a
certificate or certificates for the Warrants, which shall be substantially in
the form of Exhibit A to this Termination Agreement.
3. Subject to the accuracy of the representations and warranties made by Pick in
paragraph 1 of this Termination Agreement and to the receipt by ATN of the
Warrants on or before January 7, 2000 in accordance with paragraph 2 of this
Termination Agreement, Xxxxx and ATN agree that the Option Agreement is hereby
terminated and declared null and void, and neither Xxxxx nor ATN shall have any
further liability or obligation to the other arising under the Option Agreement.
4. This Termination Agreement shall have no effect upon any obligations of the
Companies or Pick or any of its subsidiaries under the Discretionary Credit
Agreement dated as of September 13, 1999 among the Companies and ATN or any
Credit Documents (as defined in said Discretionary Credit Agreement) or any
promissory notes heretofore issued by the Companies or by PICKSat Inc. to ATN.
IN WITNESS WHEREOF, Pick, Xxxxx and ATN have caused this
Termination Agreement to be executed by its duly authorized representative as of
the date first above written.
PICK COMMUNICATIONS CORP.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Chairman
XXXXX INVESTMENTS LTD. ATLANTIC TELENETWORK, INC.
By: /s/ Xxxxxx Xxxx By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx Xxxx Name: Xxxxxx X. Xxxx
Title: President Title: Chief Financial Officer
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