Exibit 10.14
AMENDMENT AND AGREEMENT
WHEREAS, WaveRider Communications Inc. ("WaveRider"), Canadian
Advantage Limited Partnership, and Sovereign Partners, L.P. (referred to as the
"Investor") entered into a Common Stock Purchase Agreement (the "Purchase
Agreement") dated December 29, 1998; and
WHEREAS, in or about June, 1999 Canadian Advantage Limited Partnership
assigned its rights to participate in the second tranche to Southshore Capital
Fund Ltd. (along with Sovereign Partners, LP referred to as "Investors");
WHEREAS, WaveRider and Investors desire to amend certain terms of the
Purchase Agreement as follows:
NOW, THEREFORE, in consideration of the mutual promises herein
contained, WaveRider and the investors, intending to be legally bound, hereby
amend the Purchase Agreement as follows:
1. The Second Tranche Purchase Price shall be $3,000,000, and the Closing of the
Secondary Shares in the amount of Three Million ($3,000,000) Dollars shall occur
upon the execution of this Agreement.
2. The first Reset Period for the Secondary Shares shall expire on the 30th
calendar day after the expiration of the third and final Reset Period for the
Initial Shares.
3. The Investors agree that they shall not sell the Secondary Shares until the
expiration of the third and final Reset Period for the Initial Shares.
4. WaveRider agrees that it will pay to the Investors, in consideration for the
Investors amending the Purchase Agreement as set forth herein, the sum of two
percent (2%) of the Second Tranche Purchase Price for each thirty calendar day
period (pro rata for any period less than thirty calendar days) after the date
of this Agreement until the expiration of the third and final Reset Period for
the Initial Shares. The foregoing shall be paid in cash or in shares of Common
Stock (at the Bid Price for the five consecutive Trading Days immediately
preceding the date such payment is due), at the option of WaveRider, within five
Business Days of when due. If WaveRider chooses to pay such amount in shares of
Common Stock, WaveRider agrees that it shall file a registration statement with
the SEC including such shares of Common Stock within 30 calendar days of when
such shares are due to the investors, and such registration statement shall be
declared effective within 120 calendar days of when such shares are due to the
Investors. In the event such registration statement is not filed and/or declared
effective in a timely manner as set forth herein, WaveRider shall be responsible
for liquidated damages as set forth in the Registration Rights Agreement.
5. The capitalized terms used herein and not otherwise defined herein shall have
the meanings given to them in the Purchase Agreement.
6. Except for the provisions of this Agreement, all other terms of the Purchase
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Agreement was duly executed on this 14th day
of June, 1999.
WAVERIDER COMMUNICATIONS INC.
By _________________________________
Name:
Title:
SOVEREIGN PARTNERS, L.P.
By_______________________________
Name:
Title:
SOUTHSHORE CAPITAL FUND LTD.
By_______________________________
Name:
Title:
