AMENDMENT NO. 1
TO
AMENDED AND RESTATED LICENSE AGREEMENT
This Amendment No. 1 to Amended and Restated License Agreement (this
"Amendment") is entered into this 25th day of October, 1999 (the "Effective
Date"), by and between Softalk, Inc., an Ontario corporation whose principal
offices are located at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx
("Softalk"), and Wavetech International, Inc., a Nevada corporation whose
principal offices are located at 0000 X. Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxx 00000 ("Wavetech"). Capitalized terms used but not defined herein shall
have the meaning assigned to such terms in that certain Amended and Restated
License Agreement, dated as of July 30, 1999, between Wavetech and Softalk (the
"Original Agreement").
RECITALS
A. Wavetech and Softalk previously entered into the Original Agreement.
B. The parties desire to further amend the Original Agreement to grant
Wavetech and its subsidiaries a world-wide exclusive license to distribute,
market, service, sell and sublicense any and all of Softalk's services and
products (whether now existing or hereafter developed or acquired by Softalk) to
Commercial Accounts (as hereinafter defined), and (ii) a world-wide nonexclusive
license to distribute, market, service, sell and sublicense any and all of
Softalk's services and products (whether now existing or hereafter developed or
acquired by Softalk) to individual accounts.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. The first sentence of Section 1.1 of the Original Agreement shall be
deleted and replaced in its entirety by the following sentence:
"Subject to the terms and conditions of this License Agreement, Softalk
hereby grants to Wavetech and each of its subsidiaries (whether now existing or
hereafter acquired or formed), for the term of this License Agreement, an
exclusive, non-transferable worldwide license, to the current and future
communications software developed by Softalk commonly referred to as ICALL,
IBILL and IFAX (collectively, the "Softalk Products") for use by Wavetech and
its subsidiaries in connection with the distribution, marketing, service, sale
and sublicense of the Softalk Products to Commercial Accounts."
2. The following new sentence shall be added to the end of Section 1.1 of
the Original Agreement:
"Subject to the terms and conditions of this License Agreement, Softalk
hereby grants to Wavetech and each of its subsidiaries (whether now existing or
hereafter acquired or formed), for the term of this License Agreement, a
non-exclusive, non-transferable worldwide license, to the Softalk Products for
use by Wavetech and its subsidiaries in connection with the distribution,
marketing, service, sale and sublicense of the Softalk Products to individual
accounts."
3. All references in the Original Agreement to "Wavetech" shall be deemed
to include Wavetech and each of its subsidiaries, whether now existing or
hereafter acquired or formed.
4. The term "Commercial Accounts" shall mean any corporation (with one or
more shareholders), limited liability company, partnership, association or other
entity or organization, provided, however, that this definition shall not
include any charitable gifts made by Softalk.
5. In consideration for this Amendment, Wavetech shall issue to Softalk the
following warrants, which shall contain a cashless exercise provision:
a. a five-year warrants to purchase an aggregate of 3,246,753 shares
of Wavetech Common Stock at a per share exercise price of U.S. $3.25;
b. a five-year warrants to purchase an aggregate of 1,000,000 shares
of Wavetech Common Stock at a per share exercise price of U.S. $5.00; and
c. a five-year warrants to purchase an aggregate of 1,000,000 shares
of Wavetech Common Stock at a per share exercise price of U.S. $10.00.
Wavetech hereby agrees to promptly prepare and file an appropriate registration
statement with the U.S Securities and Exchange Commission, on a best effort
basis, to register for resale the shares of Wavetech Common Stock issuable upon
exercise of the aforementioned warrants.
6. Except as set forth in this Amendment, all other terms of the Original
Agreement shall remain in full force and effect.
7. This Amendment shall be governed by the law set forth in Section 14 of
the Original Agreement.
SOFTALK, INC.
BY: /s/ A. Xxxxx Xxxx
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NAME: A. Xxxxx Xxxx
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TITLE: President
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DATE: 10/25/99
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WAVETECH INTERNATIONAL, INC.
BY: /s/ Xxxxxx X. Xxxxx
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NAME: Xxxxxx X. Xxxxx
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TITLE: President & CEO
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DATE: 10/25/99
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