STOCK SALE RESTRICTION AGREEMENT
TELECOM WIRELESS CORPORATION
The undersigned is a founder and/or a present or former officer
and/or director of Telecom Wireless Corporation, a Utah corporation ("TWC"),
who beneficially owns or may hereafter acquire beneficial ownership of shares
of its common stock, par value $.001 per share ("Common Stock"), and/or
securities or rights exercisable for or convertible into shares of Common
Stock ("Derivative Securities"). For purposes of this Agreement, "founder"
means each of the former shareholders of Phoenix Communications, Inc. who
received TWC Common Stock in connection with the acquisition of Phoenix by
TWC.
The undersigned acknowledges and agrees that maintaining an orderly
market for the Common Stock is in the best interests of TWC and all of its
shareholders. Accordingly, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the undersigned agrees as
follows:
1. RESALE LIMITATIONS. The undersigned agrees not to sell shares of Common
Stock now owned or hereafter acquired by him, including shares acquired
upon exercise or conversion of Derivative Securities (the "Shares"), on
the OTC Bulletin Board, the Nasdaq Stock Market, or any other market or
exchange on which shares of Common Stock are listed or a trading market
shall exist, except in accordance with the following limitations
("Resale Limitations"):
a. The maximum amount which can be sold during any period of 30
consecutive calendar days shall not exceed the lesser of
$25,000 in gross proceeds or 5,000 Shares (adjusted for stock
splits and combinations and stock dividends).
b. No Share may be sold for a price less than $4.25.
c. The terms "Shares," "Derivative Securities" and "Common Stock"
shall include any securities issued in connection with or in
exchange or substitution for such securities pursuant to
merger, consolidation, dividend or otherwise.
2. SHORT SALE PROHIBITION. During the term of this Agreement, the
undersigned agrees not to engage in any short sales or other
transactions where the undersigned could profit or otherwise benefit
from a decline in the value of the Common Stock or any Derivative
Securities.
3. CHANGE OF RESALE LIMITATIONS. The board of directors of TWC, in the
exercise of its discretion, may change or terminate the Resale
Limitations without prior notice to or approval by the undersigned,
except that the Resale Limitations may not be made more restrictive
than as originally provided herein without the consent of the
undersigned.
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TWC shall promptly give notice of termination or any change in the
Resale Limitations to the undersigned. The board of directors, in the
exercise of its discretion, may waive all or any portion of the
Resale Limitations.
4. LEGEND. The undersigned agrees to promptly deliver to TWC all
certificates in his possession or control evidencing Shares and
Derivative Securities. TWC shall imprint the following legend or one
substantially similar thereto on the certificates and promptly return
them to the undersigned:
The securities evidenced by this certificate are subject to a
Stock Sale Restriction Agreement dated January ___, 2000, a
copy of which is on file at the offices of the Company.
Such certificates shall bear such additional legends as may be required
by law or contract.
5. TERM. The term of this Agreement shall commence as of the date set
forth below and shall continue for two years thereafter unless sooner
terminated by the board of directors as provided herein; provided,
however, that this Agreement shall automatically terminate if the
average daily trading volume of shares of Common Stock on any market or
exchange equals or exceeds 138,500 shares (adjusted for stock splits
and combinations and stock dividends) for each of 20 consecutive
trading days.
6. MISCELLANEOUS. (i) This Agreement sets forth the entire understanding
of the parties and supersedes all prior written or oral understandings
and agreements and may be modified only by a writing signed by all
parties; (ii) This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the successors, assigns (including
assignees of Shares or Derivative Securities in violation of the Resale
Limitations), legal representatives, heirs and estates of the parties
hereto; (iii) This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado without regard to the
conflict of laws provisions thereof and the parties consent to
exclusive venue in any federal court located in the state or any state
court located in the county where TWC maintains its principal executive
offices; (iv) The waiver or failure of any party to insist in any one
or more instances upon performance of any terms or conditions of this
Agreement shall not be construed as a waiver of future performance of
such or any other term, covenant or condition; (v) In the event any
party takes legal action against any other party in order to enforce
the terms of this Agreement, the party in whose favor a final judgment
is rendered shall be entitled to recover from the other party his or
its reasonable attorneys' fees and costs to be fixed by the court which
renders such judgment. Such fees and costs shall include those incurred
in connection with any appeal or appeals; (vi) Should any term or
condition of this Agreement be determined by a court of competent
jurisdiction to be void or unenforceable, all other provisions of this
Agreement shall remain in full force and effect; and (vii) All notices
required hereunder shall be deemed to have been given when in writing
upon the earlier of personal delivery or three
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days following deposit in the United States mails by certified or
registered mail, postage prepaid, to the party at the addresses set
forth below. Any party hereto, by notice duly given, may change the
address for the giving of notice.
Dated this ________ day of January 2000.
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Signature
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Print Name
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Address
TWC securities owned as of the date of this Agreement:
Shares: _______________________________________________________________
Options: ______________________________________________________________
Warrants: _____________________________________________________________
Convertibles: _________________________________________________________
Other: ________________________________________________________________
TELECOM WIRELESS CORPORATION
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By Authorized Officer
0000 XXX Xxxxxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
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