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EXHIBIT 10.16
FORM OF
AMENDMENT NO. 1 TO
OFFSHORE SUBSCRIPTION AGREEMENT
SERIES B 8% CONVERTIBLE PREFERRED STOCK
CHADMOORE WIRELESS GROUP, INC.
THIS AMENDMENT NO. 1 TO OFFSHORE SUBSCRIPTION AGREEMENT (this
"Amendment"), dated as of the 17th day of February, 1998 by and among CHADMOORE
WIRELESS GROUP, INC. (the "Company"), a Colorado corporation, and the holder of
the Company's Series B Preferred Stock named on the signature page hereto (the
"Subscriber").
Preliminary Statement
The Company and the Subscriber are parties to the OFFSHORE
SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of the 10th day of December,
1997. Capitalized terms appearing herein have the meanings specified in the
Agreement. The parties hereto wish to amend the Agreement to extend the
Holding Period and to provide for the issuance of additional shares of Common
Stock, Warrants and Common Stock underlying Warrants, in each case on the terms
and conditions set forth herein. Therefore, in consideration of the foregoing,
and for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Holding Period shall end on March 11, 1998 with
respect to seventy five percent (75%) of the
Liquidation Preference of each share of Preferred
Stock held by the Subscriber or any successor or
transferees thereof, notwithstanding anything to the
contrary appearing in the Certificate of Designation.
The Agreement, including Section 2(l)(i) or (L)
thereof, is hereby amended to comply with the terms
of this Amendment.
2. Subscriber (i) as of the date hereof, hereby makes
each of the representations and warranties made by
the Subscriber in the Agreement, and (ii)
acknowledges that the additional Common Stock to be
issued under this Amendment will be issued in
reliance on the availability of the exemption under
Regulation S, and (iii) undertakes, with respect to
the resale of any such additional Common Stock,
additional Warrants and Common Stock underlying
Warrants to abide by all covenants and agreements
pertaining to the resale of the Preferred Stock (and
the Common Stock underlying the Preferred Stock) set
forth in the Agreement, including, without
limitation, prohibitions on sales of the additional
Common Stock, additional Warrants and Common Stock
underlying Warrants in the United States or to a
United States Person within the applicable holding
period specified under Regulation S. The certificates
representing such additional Common Stock shall the
following legend:
THE COMMON STOCK REPRESENTED HEREBY (THE "COMMON
STOCK") HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, TOGETHER WITH THE
REGULATIONS PROMULGATED THEREUNDER (THE "SECURITIES
ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE UNITED
STATES (AS THAT TERM IS DEFINED IN REGULATION S
PROMULGATED UNDER THE SECURITIES ACT) OR TO A U.S.
PERSON (AS THAT TERM IS DEFINED IN REGULATION S) IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FILED UNDER THE SECURITIES ACT AND ANY
