18 August 1998
PUT/CALL AGREEMENT
This Agreement is entered into between Xxxx Xxxxxxx, having offices at Sirius
Business Corporation located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 and
Telecom Wireless Corporation (OTC BB: NOYR) located at 0000 XXX Xxxxxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000, hereinafter referred to as NOYR. This Agreement is
related to the acquisition of shares of International Datacasting Corporation
(MSE:XXX) located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxx, Xxxxxx X0X 0X0,
hereinafter referred to as IDC.
Whereas Xxxx Xxxxxxx is a shareholder of IDC currently holding a total of
600,000 shares and has a separate agreement with IDC to purchase 2,000,000
treasury shares of IDC and an option to purchase an additional 2,000,000
treasury shares; and
Whereas NOYR wishes to acquire shares of IDC and is in the process of
negotiating a separate agreement with IDC and its major shareholders in order
to acquire these shares.
The parties to this Agreement do hereby agree as follows:
1. NOYR agrees to purchase from Xxxx Xxxxxxx a total of 2,600,000 IDC
shares no later than 16 September 1999, at a price of $1.00 (CDN) per
share in cash or, at the sole discretion of Xxxx Xxxxxxx, the
equivalent value in NOYR shares.
2. NOYR agrees to purchase from Xxxx Xxxxxxx the second total of
2,000,000 shares, within 30 days after they have been purchased by
Xxxx Xxxxxxx, under the same terms as paragraph 1 of this Agreement.
3. Xxxx Xxxxxxx agrees to sell their complete holding of IDC shares to
NOYR upon 5 days notice from NOYR under the same terms as paragraph 1
of this Agreement, the total of such holdings to be determined as
those that are owned by Xxxx Xxxxxxx as of the date of notice from
NOYR.
4. The parties agree that, for the purposes of this Agreement only, any
NOYR shares provided to Xxxx Xxxxxxx in lieu of cash shall be valued
at $10.00 USD per share or, at the sole discretion of Xxxx Xxxxxxx, at
a price equal to 70% of market price on the date of transaction.
5. The effective date of this Agreement shall be 16 August 1999.
Signed and agreed to by:
/s/ Xxxx Xxxxxxx /s/ Xxxxx X. Xxxxxxx
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Xxxx Xxxxxxx Dr. Xxxxx Xxxxxxx, Chairman
and CEO Telecom Wireless Corporation
CONFIDENTIAL INFORMATION
AMENDMENT
TO
PUT/CALL AGREEMENT
THIS AGREEMENT is an amendment (the "Amendment") dated as of
October ___, 1999 to that certain Put/Call Agreement, dated August 16, 1999
(the "Agreement"), between Xxxx Xxxxxxx and Telecom Wireless Corporation.
Capitalized terms, unless otherwise defined herein, shall have the same
meanings as given to them in the Agreement. Except as amended and
supplemented hereby, the Agreement is hereby ratified, confirmed and
reaffirmed in all respects.
WHEREAS, the parties hereto desire to amend certain terms of
the Agreement.
NOW, THEREFORE, in consideration of the mutual promises and
agreements contained herein, it is hereby agreed that the Agreement shall be
amended as follows:
a. Paragraph 1 shall be deleted and replaced in its
entirety by the following:
"At any time from the effective date of this Agreement until
February 1, 2000, Xxxx Xxxxxxx has the right to cause NOYR to purchase and
NOYR agrees to purchase from Xxxx Xxxxxxx a total of 2,600,000 shares of
common stock of IDC at a price of $1.00 (CAD) per share in cash or, at the
sole discretion of Xxxx Xxxxxxx, the equivalent value in NOYR shares or in
the form of a note, the terms of which shall be mutually determined by NOYR
and Xxxx Xxxxxxx."
b. Paragraph 4 shall be deleted and replaced in its
entirety by the following:
"The parties agree that, for the purposes of paragraph 1
herein, any NOYR shares provided to Xxxx Xxxxxxx in lieu of cash shall he
valued at the lesser of $5.00 USD per share or 70% of the market price on the
date of the transaction."
This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original.
IN WITNESS WHEREOF, the undersigned parties have duly
executed this Amendment to be effective as of the date first written above.
TELECOM WIRELESS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Authorized Signatory
-----------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------
Title: President
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Xxxxxx Xxxxxxx
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