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EXHIBIT 10.14
AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT
THIS AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT (this "Voting
Agreement") amends and restates that certain Stockholders' Voting Agreement
entered into as of November 30, 1995 by and among NextWave Telecom Inc., a
Delaware corporation (the "Company") and certain investors all of whose names
appear on the signature pages to this Agreement and is made and entered into as
of the date the Federal Communications Commission issues a public notice
announcing the high bidders in the C-block auction (the "Effective Date") by and
among the Company and (i) the holders of shares of Series A Common Stock of the
Company (collectively, the "Series A Shareholders" and individually, a "Series A
Shareholder") whose names appear on Exhibit A, as the same may be amended from
time to time, (ii) the holders of shares of Series B Common Stock of the Company
or rights to purchase Series B Common Stock by conversion of convertible
promissory notes (collectively, the "Series B Shareholders" and individually, a
"Series B Shareholder") whose names appear on Exhibit B, as the same may be
amended from time to time, (iii) the holders of shares of Series C Common Stock
of the Company (collectively, the "Series C Shareholders" and individually, a
"Series C Shareholder") whose names appear on Exhibit C, as the same may be
amended from time to time and (iv) such other purchasers of shares of the
Company's Common Stock as may hereafter execute this Voting Agreement pursuant
to Section 1.4. The Series A Shareholders, Series B Shareholders, and Series C
Shareholders shall be collectively referred to herein as "Shareholders" and
individually as a "Shareholder." Capitalized terms not defined herein shall have
the meaning ascribed to such terms in the Restated Certificate of Incorporation
of the Company (the "Restated Certificate"), a copy of which is attached hereto
as Exhibit D and incorporated herein by this reference. This Voting Agreement is
made with reference to the following facts:
A. WHEREAS, the Series A Shareholders hold all of the Company's issued
and outstanding shares of Series A Common Stock. Pursuant to the terms of the
Restated Certificate, the Series A Shareholders have the right to elect a
majority of the members of the Board of Directors at all times prior to the
Termination Date. The Restated Certificate also provides that, upon the
occurrence of a Dilutive Issuance, shares of Series A Common Stock shall convert
into shares of Series B Common Stock and, if applicable, Warrants to purchase
shares of Series B Common Stock.
B. WHEREAS, the Series B Shareholders and the Series C Shareholders
hold, respectively, all of the Company's issued and outstanding shares of Series
B Common Stock and Series C Common Stock. Pursuant to the terms of the Restated
Certificate, the Series B Shareholders and the Series C Shareholders shall have
the right, voting together as a class, to elect a number of Directors of the
Company equal to the total number of Directors of the Company less the number of
Directors to be elected by the Series A Shareholders.
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C. WHEREAS, the Shareholders desire to provide for the voting of shares
of (i) the Company's Series B Common Stock, whether now owned or hereafter
acquired (whether issued upon the conversion of shares of Series A Common Stock
or Series C Common Stock or upon the exercise of a warrant to purchase shares of
Series B Common Stock or upon conversion of a convertible promissory note) and
(ii) the Company's Series C Common Stock, whether now owned or hereafter
acquired by the Shareholders in accordance with the terms hereof to induce
certain investors to invest in the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto agree that the Voting Agreement is
amended and restated as follows:
1. Representation on Board of Directors.
1.1 Election of Directors. Each Series B Shareholder and
Series C Shareholder agrees that so long as this Voting Agreement remains in
effect, it will vote all shares of Series B Common Stock and Series C Common
Stock, respectively, owned by it (and all other shares the voting of which is
within its control) in the manner set forth below:
(a) to elect and maintain in office, as a director
of the Company, one representative designated by each Series B Shareholder or
Series C Shareholder who holds, on a fully diluted basis, six percent (6%) of
the outstanding equity of the Company. Each Series B or Series C Shareholder who
holds six percent (6%) of the equity of the Company shall be collectively
referred to herein as the "6% Shareholders" and individually as a "6%
Shareholder"; and
(b) for a period of three (3) years from the date
the Company receives a PCS license(s) from the FCC (the "License Grant Date")
unless earlier terminated in accordance with Section 1.5 hereof (the "Initial
Period"), to elect and maintain in office, as a director of the Company, one
representative designated by each of the Shareholders whose names appear on
Exhibit E attached hereto provided that such Shareholder has: (1) purchased or
subscribed for shares of the Company's Common Stock in the amount set forth on
Exhibit B and (2) advanced funds to the Company in exchange for Series B Common
Stock or convertible promissory notes of the Company prior to completion of the
Auction. The investors whose names appear on Exhibit E shall be collectively
referred to herein as the "Early Investors" and individually as an "Early
Investor." Notwithstanding the foregoing, in the event an Early Investor also
qualifies as a 6% Shareholder during the Initial Period, such Early Investor
shall only have the right to designate one representative to serve on the Board
of Directors. Upon termination of the Initial Period and subject to Section 1.5,
an Early Investor shall have the right to designate a representative to serve on
the Board of Directors only if such Early Investor is a 6% Shareholder.
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1.2 Resignation. In the event any member of the Board of
Directors designated by (i) a 6% Shareholder or (ii) an Early Investor during
the Initial Period resigns or otherwise ceases to be a member of the Board of
Directors for any reason, the Shareholders agree that they will vote their
shares and otherwise use their best efforts to cause the vacancy to be filled by
a designee chosen by such unrepresented 6% Shareholder or Early Investor during
the Initial Period.
1.3 Absent Shareholder. In the event any Shareholder is not
present in person or by proxy at any meeting of Shareholders of the Company at
which directors are to be elected, the shares of such person shall be voted by
the presiding officer of the meeting in accordance with this Section 1.
1.4 Additional Investors. The parties hereto hereby
acknowledge and agree that certain additional investors may purchase shares of
Series B or Series C Common Stock after the Effective Date of this Voting
Agreement. Any such additional investors shall, upon execution of a counterpart
signature page to this Voting Agreement, be bound by its terms and shall enjoy
the rights and privileges contained herein as if such additional investors had
executed this Voting Agreement effective as of the Effective Date. In the event
any such additional investor is a "6% Shareholder," as defined in Section 1.1
hereof, the Company agrees to take such actions as are necessary to facilitate
the election of a representative of such new 6% Shareholder. The obligations of
the Shareholders to vote for the designee of a 6% Shareholder shall terminate
when such Shareholder ceases to be a 6% Shareholder.
1.5 Termination. This Voting Agreement shall remain in effect
until such time as the earlier to occur of (a) the Company is party to a merger
in which the Company is not the surviving corporation and Shareholders of the
Company hold, immediately after such merger, less than fifty percent (50%) of
the equity securities of the surviving corporation or (b) ten (10) years from
the Effective Date.
1.6 FCC Restrictions. Each of the parties hereto acknowledges
and agrees that, pursuant to FCC rules and regulations, no more than twenty five
percent (25%) of the members of the Board of Directors at any one time may be
aliens.
2. Miscellaneous.
2.1 Binding Agreement. This Voting Agreement shall be binding
upon and inure to the benefit of the respective heirs, executors,
administrators, assigns, transferees and successors in interest of the parties
hereto.
2.2 Legend. In addition to any other legend required by law or
agreement, each certificate evidencing shares of the Company's capital stock
owned by any party to this Voting Agreement shall be stamped or otherwise
imprinted with a legend to the following effect:
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"The shares represented by this certificate are subject to
certain restrictions contained in a Stockholders' Voting Agreement
dated as of November 30, 1995, as the same may be amended from time to
time, a copy of which is available for examination at the principal
office of the Company."
2.3 Final Agreement. This Voting Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the stockholder voting rights. This Voting Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
2.4 Governing Law. This Voting Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware, as applied
to contracts between Delaware residents entered into and to be performed wholly
within Delaware.
2.5 Counterparts. This Voting Agreement may be executed in
counterparts, all of which together shall constitute one and the same
instrument. This Voting Agreement may be executed via facsimile with original
signatures to follow via overnight courier.
2.6 Severability. Should any one or more of the provisions of
this Voting Agreement be determined by an arbitrator or court of proper
jurisdiction to be illegal or unenforceable, then such illegal or unenforceable
provision shall be modified by the proper court or arbitrator to the extent
necessary and possible to make such provision enforceable, and such modified
provision and all other provisions of this Voting Agreement shall be given
effect separately from the provision or portion thereof determined to be illegal
or unenforceable and shall not be affected thereby.
2.7 Mandatory Arbitration. In the event of any dispute
regarding the meaning, instruction, or intent of this Voting Agreement, or of
any matter of performance, fact, law, background, circumstance, or other matter
of any kind whatsoever relating to this Voting Agreement, the parties stipulate
and agree that such dispute shall be submitted at the written election of any
party to binding arbitration in the State of Delaware, conducted in accordance
with the commercial rules of the American Arbitration Association ("AAA") in
effect as of the Effective Date of this Voting Agreement. One arbitrator agreed
upon by the parties shall be appointed, or if the parties cannot agree upon one
arbitrator, the AAA will provide a list of three arbitrators with appropriate
expertise and each party may strike one. The remaining arbitrator will serve as
the arbitrator. Such appointment shall be made within 30 days after the election
to arbitrate. Discovery shall be available to the parties subject to the
approval and control of the arbitrator. The decision by the arbitrator shall be
final and binding on all parties, and may be entered in any court of competent
jurisdiction for enforcement. Each of the parties to this Voting Agreement shall
keep confidential all information furnished to it pursuant to or in connection
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with any arbitration proceeding. Unless provided to the contrary herein, all
costs of the arbitration and the fees of the arbitrator shall be allocated
between the parties as determined by the arbitrator, it being the intention of
the parties that the prevailing party in such a proceeding be made whole with
respect to its expenses.
2.8 Assignment. The rights under this Voting Agreement shall
not be assignable nor the duties delegable by any party without the written
consent of the other parties; and nothing contained in this Voting Agreement,
express or implied, is intended to confer upon any person or entity, other than
the parties hereto and their successors in interest and permitted assignees, any
rights or remedies under or by reason of this Voting Agreement unless so stated
to the contrary. Notwithstanding the foregoing, this Voting Agreement shall be
binding on each party's heirs, executors, successors and assigns.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto each executed this Amended and
Restated Stockholders' Voting Agreement as of the date first written above.
COMPANY: NEXTWAVE TELECOM INC.,
A DELAWARE CORPORATION
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Its: CEO
-------------------------------
[Signature Page to Stockholders' Voting Agreement]
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SERIES A SHAREHOLDERS:
NAVATION INC., a California corporation
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Its: CEO
-----------------------------------
FREEDOM MOBILITY, INC.,
a Washington, D.C. corporation
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------
Its: President
-----------------------------------
XXXXX-XXXX INDUSTRIES, INC.
a California corporation
By: /s/ Xxxxx X. Xxxx
------------------------------------
Its: President
----------------------------------
JARRAH, INC., a California corporation
By: /s/ Xxxxx Xxxxxx
------------------------------------
Its: Vice President
-----------------------------------
GOOD NEWS COMMUNICATIONS
COMPANY, L.L.C.,
a Delaware limited liability company
By: /s/ Xxxxx X. Xxxx
------------------------------------
Its: President
-----------------------------------
[Signature Page 2 to Stockholders' Voting Agreement]
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SERIES A SHAREHOLDERS (CONTINUED):
/s/ Xxxx X. Xxxxxxx
---------------------------------------
Xxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
---------------------------------------
Xxxxx Xxxxxxx
/s/ Xxxxx X. Xxxxxx
---------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxx Xxxxxx
---------------------------------------
Xxxxxx Xxxxxx
/s/ Xxxx Xxxxxxx
---------------------------------------
Xxxx Xxxxxxx
/s/ Xxxx X. Xxxxxxx
---------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxx Xxxxx
---------------------------------------
Xxxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxxx
---------------------------------------
Xxxxxxx Xxxxxxxx
/s/ Xx Xxxxx
---------------------------------------
Xx Xxxxx
[Signature Page 3 to Stockholders' Voting Agreement]
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SERIES A SHAREHOLDERS (CONTINUED):
/s/ Xxxxxxx XxXxxxxx
----------------------------------------
Xxxxxxx XxXxxxxx
/s/ Xxxx Xxxx
----------------------------------------
Xxxx Xxxx
/s/ Xxxx Xxxxxx
----------------------------------------
Xxxx Xxxxxx
/s/ Xxxx Xxxxxxx
----------------------------------------
Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxx
----------------------------------------
Xxxx Xxxxxxx
/s/ Xxx Xxxxxx
----------------------------------------
Xxx Xxxxxx
/s/ Szu-Xxx Xxxx
----------------------------------------
Szu-Xxx Xxxx
/s/ Xxxx Xxxxx
----------------------------------------
Xxxx Xxxxx
/s/ Xxx X. Xxxxxx
----------------------------------------
Xxx X. Xxxxxx
[Signature Page 4 to Stockholders' Voting Agreement]
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SERIES A SHAREHOLDERS (CONTINUED):
/s/ Xxxxxxxx Xxxxx
------------------------------------
Xxxxxxxx Xxxxx
[Signature Page to Stockholders' Voting Agreement]
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SERIES A SHAREHOLDERS (CONTINUED):
/s/ R. Xxxxxx Xxxxxx
------------------------------------
R. Xxxxxx Xxxxxx
[Signature Page to Stockholders' Voting Agreement]
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SERIES A SHAREHOLDERS (CONTINUED):
/s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
[Signature Page to Stockholders' Voting Agreement]
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SERIES A SHAREHOLDERS (CONTINUED):
/s/ Xxxx X. Xxxxx
-----------------------------------
Xxxx X. Xxxxx
[Signature Page to Stockholders' Voting Agreement]
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SERIES A SHAREHOLDERS (CONTINUED):
/s/ Xxx Xxxxx
-----------------------------------
Xxx Xxxxx
[Signature Page to Stockholders' Voting Agreement]
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SERIES B SHAREHOLDERS:
Aspen Venture Capital Partners, L.L.C.
a Delaware limited liability company
By: /s/ Shahyar Zayanderoudi
---------------------------------
Its: Shahyar Zayanderoudi
---------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
Bastion Capital Fund, L.P.
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------
Its:
--------------------------------
Xxxxxx Xxxxxxxxxx, President of
Xxxxxxxxxx Investments, General
Partner of Bastion Partners LP,
GP of Bastion Capital Fund LP
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SERIES B SHAREHOLDERS (CONTINUED):
BAY HARBOUR PARTNERS, LTD.
------------------------------------
By: /s/ Xxxxxx X. Xxx Xxxx
-------------------------------
Its: INVESTMENT MANAGER
-------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
BDES PARTNERS
-------------------------------------
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Its: General Partner
--------------------------------
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SERIES B SHAREHOLDERS:
BEST AMERICAN INVESTMENTS
/s/ Xxxxx Xxxxxx
-------------------------------
By: Xxxxx Xxxxxx
--------------------------
Its: G. Partner
--------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
BT Holdings (NY), Inc.
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------
Its: Managing Director
---------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
CCC Omni Investment Partners, L.P.
------------------------------------
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Xxxxxx X. Xxxxx
Its: General Partner
-------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
CERBERUS PARTNERS, L.P.
By: CERBERUS ASSOCIATES, L.P.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Xxxxxxx Xxxxxxxx, General Partner
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SERIES B SHAREHOLDERS (CONTINUED):
CHAGFORD INC.
---------------------------------
By: /s/ Xxxxxxx Xxxxxx
----------------------------
Its: President
----------------------------
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SERIES B SHAREHOLDERS:
Coverall North America, Inc.
a Delaware corporation
By: /s/ Shahyar Zayanderoudi
---------------------------------
Its: CEO
---------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
Crescent/MACH I Partners, L.P.
By: TCW Asset Management Company,
its Investment Advisors
----------------------------------
By: /s/ Xxxxxx Xxxxx
----------------------------------
Its: Managing Director
----------------------------------
By: /s/ Xxxxxxxx X. Tell, Jr.
----------------------------------
Its: Senior Vice President
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
DCM Investment Inc.
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------
Its: Vice President
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
XXXXXXXXX & CO., L.P.
By: Xxxxxxxxx Partners, L.P.
By: Xxxxxxxxx Partners Inc.
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: VP
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SERIES B SHAREHOLDERS (CONTINUED):
ESR Special Account
By: /s/ Xxxxxx Xxxxxx Xxxxxxxx
----------------------------------
Its: General Partner
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
/s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Xxxxx X. Xxxxxxxx
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SERIES B SHAREHOLDERS (CONTINUED):
Gotham Capital III L.P.
By: /s/ Daniel Nir
----------------------------------
Its: General Partner
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
Hopewell Partners
---------------------------------------
By: /s/ Xxxx X. Xxxx
----------------------------------
Its: Partner
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
ILJIN Corporation
By: /s/ Hun Xxx Xxx
----------------------------------
Its: President
----------------------------------
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SERIES B SHAREHOLDERS:
ILJIN Diamond Company Ltd., a corporation
organized under the laws of Korea
By: /s/ Xxxx Xxx Xxx
----------------------------------
Xx. Xxxx Xxx Xxx, President
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SERIES B SHAREHOLDERS:
ING Capital Corporation
By: /s/ Xxxxxx Grussous
--------------------------------
Title: Senior Vice President
--------------------------------
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SERIES B SHAREHOLDERS: (CONTINUED):
Itochu Corporation
By: /s/ X. Xxxxxx
--------------------------------
Title: X. Xxxxxx, General Manager
--------------------------------
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SERIES B SHAREHOLDER:
Xxxxxx Communications
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------
Title: Managing Partner
--------------------------------
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X. XXXXXXX XXXXXXXX X.X.
SERIES B SHAREHOLDERS (CONTINUED):
/s/ Xxxx Xxxxxxx
---------------------------------------
By: Kingdon Capital Management Corp.;
as its Investment Advisor
By: XXXX XXXXXXX
----------------------------------
Its: Vice President
----------------------------------
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X. XXXXXXX PARTNERS, L.P.
SERIES B SHAREHOLDERS (CONTINUED):
/s/ Xxxx Xxxxxxx
---------------------------------------
By: Kingdon Capital Management Corp.;
as its Investment Advisor
By: XXXX XXXXXXX
----------------------------------
Its: Vice President
----------------------------------
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X. XXXXXXX ASSOCIATES, L.P.
SERIES B SHAREHOLDERS (CONTINUED):
/s/ Xxxx Xxxxxxx
---------------------------------------
By: Kingdon Capital Management Corp.;
as its Investment Advisor
By: XXXX XXXXXXX
----------------------------------
Its: Vice President
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
Korea Electric Power Corporation,
a corporation organized under the laws
of Korea
By: XXX XXXX BOO
----------------------------------
Its: General Manager
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
LCC, L.L.C., a Delaware limited
liability company
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Title: V.P. General Counsel
---------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
LG InfoComm, Inc.
a California corporation
By: /s/ Xxx Xxxxx Yu
-----------------------------------
Its: President & CEO
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
/s/ Xxxx Xxxxxxxx
--------------------------------------
By: Xxxx Xxxxxxxx
-----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
Manchester Resorts, L.P.,
a California limited partnership
By: Manchester Resorts, Incorporated
a California corporation
By: /s/ Xxxx Xxxxxxxx
-----------------------------------
Its: Secretary
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
Xxxxxxxx New Media Fund,
a California Limited Partnership
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------------
Its: President, Xxxxxxxx Investment Mgmt., Inc.
------------------------------------------
G.P. of Xxxxxxxx New Media Fund, Inc.
------------------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
Xxxxxxxx NextWave Fund, L.P.,
a Delaware limited partnership
-------------------------------------
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Its: President, Xxxxxxxx Investment
Management, Inc.
General Partner
-------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
New Mill Investments,
a California General Partnership
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Its: Administration Partner
--------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
N.W. Telecom, L.P., a
California Limited Partnership
-------------------------------------
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Title: General Partner
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SERIES B SHAREHOLDERS (CONTINUED):
Och-Ziff Capital Management, L.P., a
limited partnership organized under the
laws of the State of Delaware
By: /s/ Xxxxxx X. Och
---------------------------------
Its: Xxxxxx X. Och
---------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
PECO Energy Company,
A Pennsylvania Utility Company
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Its: VP
---------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
Pohang Steel America Corp.,
a Delaware corporation
By: /s/ Ha-Young Aum
---------------------------------
Its: President
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SERIES B SHAREHOLDERS (CONTINUED): PRUDENTIAL SECURITIES GROUP, INC.
/s/ Xxxxxx Xxxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxxxxxxxx
---------------------------------
Its: Chief Financial Officer
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SERIES B SHAREHOLDERS (CONTINUED):
XXXXXXXX Xxxxxxxxxxxx,
a Delaware corporation
By: /s/ X. X. Xxxxxxxx
---------------------------------
Its: CFO
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SERIES B SHAREHOLDERS (CONTINUED): QUEST FUND MANAGEMENT
/s/ Xxxx Xxxxxxx
-------------------------------
By: Xxxx Xxxxxxx
---------------------------------
Its: President
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SERIES B SHAREHOLDERS (CONTINUED): XXXXXX XXXXXXX INC.
/s/ Xxxxxx Xxxxxxx Jr.
-------------------------------
By: X. Xxxx
---------------------------------
Its: President
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SERIES B SHAREHOLDERS (CONTINUED):
For ROBINA CREDIT LIMITED
/s/ Ratana Chiraseiyinupraphand Xxxxx Xxxx Xxxx Xxx
------------------------------- -------------------
Authorized Signatures
By: Ratana Chiraseiyinupraphand Xxxxx Xxxx Xxxx Xxx
------------------------------- -------------------
Its: Executive Director Executive Director
--------------------------- -------------------
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SERIES B SHAREHOLDERS (CONTINUED):
/s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxxx
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SERIES B SHAREHOLDERS (CONTINUED):
SEOUL MOBILE TELECOMMUNICATIONS CORP.,
a corporation organized under the laws of Korea
By: /s/ X.X. Xxxxx
-----------------------------------
Its:
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
SONY ELECTRONICS INC.,
a Delaware corporation
By: /s/ Xxxxxx Xxxx
-----------------------------------
Its: President Wireless Telecom Co.
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
SUK AM CORPORATION, a corporation organized
under the laws of Korea
By: /s/ Nam Xxx Xxx
-----------------------------------
Its: President
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
Taehung Corporation, a corporation
organized under the laws of Korea
/s/ Kee-Xxxxx Xxx
------------------------------------
By: Kee-Xxxxx Xxx
Its: President
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SERIES B SHAREHOLDERS (CONTINUED):
TCW Shared Opportunity Fund II, L.P.
---------------------------------------
By: TCW Investment Management Company,
its Investment Advisors
By: /s/ Xxxxxx Xxxxx
----------------------------------
Its: Managing Director
----------------------------------
By: /s/ Xxxxxxxx X. Tell, Jr.
----------------------------------
Its: Senior Vice President
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
TEL-XXXX JOINT VENTURE GROUP
By: /s/ Xxxxxx X. Xxxxxx Xx.
-----------------------------------
Its: President
-----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
THE XXX XXXXXXX MASTER LIMITED PARTNERSHIP
By: /s/ Xxx Xxxxxxx
---------------------------------
Title: General Partner
-------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
THIRD POINT PARTNERS
By: /s/ Xxxxxx Xxxx
----------------------------------
Its: President
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
Triumph-California Limited Partnership
By: Triumph-California Advisors, L.P.-
General Partner
By: Triumph-California Advisors, Inc.-
General Partner
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Title: Managing Director
--------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
Triumph-Connecticut Limited Partnership
By: /s/ Xxxxxxxxx X. XxXxxxxx
----------------------------------
Its: Managing General Partner
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
TROPHY HUNTER INVESTMENTS, LTD.
By: /s/ Xxxxxx X. Xxx Xxxx
----------------------------------
Its: PRESIDENT OF G.P.
----------------------------------
69
SERIES B SHAREHOLDERS:
Union Communications 96,
a California general partnership
By: /s/ Xxxxx Xxxxxx
----------------------------------
Its: G.P.
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
Union Communications, Co.
/s/ X. Xxxxxxxx
---------------------------------------
By: Paryiz Xxxxxxxx
----------------------------------
Its: General Partner
----------------------------------
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SERIES B SHAREHOLDERS (CONTINUED):
Gem Telecom Partners
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------
Its: General Partner
----------------------------------
