[ARTERA LETTERHEAD]
EXHIBIT 10(ar)
November 9, 2001
To each of the Subscribers
identified on Schedule A hereto
Gentlemen:
In connection with the subscription agreements identified on Schedule B
hereto (collectively, the "Subscription Agreements"), pursuant to which Artera
Group, Inc. ("Artera"), sold to the subscribers identified on Schedule A hereto
(the "Subscribers"), $7,540,000 aggregate principal amount of convertible notes
(the "Notes") of Artera, this letter will confirm our agreement as follows:
1. In order to permit NCT Group, Inc. ("NCT") to file one or more
registration statements covering the resale by the Subscribers of the common
stock, par value $0.01 per share, of NCT (the "NCT Common Stock"), issuable by
NCT upon the Subscribers' exchange of the Notes, in accordance with the terms of
certain exchange rights agreements by and among NCT and the Subscribers, the
Subscribers hereby irrevocably waive their rights to convert the Notes into
common stock, par value $0.001 per share, of Artera ("Artera Common Stock").
2. In connection with the waiver by the Subscribers of their rights to
convert the Notes into Artera Common Stock, the Subscribers also waive those
rights granted under the Notes and the Subscription Agreements, as the case may
be, relating to: (i) Artera's listing obligations; (ii) the conversion of the
Notes into Artera Common Stock; (iii) the Subscribers' rights to force a
mandatory redemption of the Notes for Artera's failure to deliver Artera Common
Stock; and (iv) Artera's reservation and delivery of shares of Artera Common
Stock.
3. In connection with the foregoing paragraphs 1 and 2, (i) each of the
Notes and the Subscription Agreements shall be deemed amended to the extent
necessary to effectuate the immediately preceding paragraphs and (ii) the
Subscribers shall not be deemed to have waived any other rights, accrued
penalties, damages, liquidated damages and interest under the Notes or the
Subscription Agreements.
If the above accurately sets forth our understanding, please sign and
execute one copy of this letter agreement.
ARTERA GROUP, INC.
By: /s/
Name:
Title:
ACKNOWLEDGED:
NCT GROUP, INC.
By: /s/
Name:
Its:
AGREED AND ACCEPTED:
ALPHA CAPITAL AKTIENGESELLSCHAFT
By: /s/
Name:
Title:
AMRO INTERNATIONAL, S.A.
By: /s/
Name:
Title:
AUSTOST ANSTALT XXXXXX
By: /s/
Name:
Title:
XXXXXXX, X.X.
By: /s/
Name:
Title:
THE GROSS FOUNDATION, INC.
By: /s/
Name:
Title:
LEVAL TRADING, INC.
By: /s/
Name:
Title:
NESHER LTD.
By: /s/
Name:
Title:
TALBIYA B. INVESTMENTS LTD.
By: /s/
Name:
Title:
SCHEDULE A TO LETTER AGREEMENT
SUBSCRIBERS
ALPHA CAPITAL AKTIENGESELLSCHAFT
A Lichtenstein corporation
Xxxxxxxxx 0, 0000 Xxxxxxxxxxx
Xxxxx, Xxxxxxxxxxxx
Fax: 000-00-00000000
AMRO INTERNATIONAL, S.A.
c/o Ultra Finanz
Xxxxxxxxxxxxx Xxxxx 0
Xxxxxx, Xxxxxxxxxxx CH8022
Fax: 000-000-000-0000
AUSTOST ANSTALT SCHAAN
7440 Fuerstentum
Xxxxxxxxxxx 000
Xxxxx, Xxxxxxxxxxxx
Fax: 000-000-000-000-000
XXXXXXX, X.X.
X.X. Box 4603
Zurich, Swizerland
Fax: 000-000-000-0000
THE GROSS FOUNDATION, INC.
0000 00xx Xxxxxx
Xxxxxxxx, Xxx Xxxx
Fax: 000-000-0000
LEVAL TRADING, INC.
c/o Xxxxxxx Xxxxxx
00 xxx xx Xxxxxxx-Xxxxxxx
XX-0000, Xxxxxx, Xxxxxxxxxxx
Fax: 000-0000-000-0000
NESHER LTD.
Ragnall House, 00 Xxxx Xxxx
Xxxxxxx, Xxxx xx Xxx
0X0 0X0, Xxxxxx Xxxxxxx
Fax: 000-00-0000-000000
TALBIYA B. INVESTMENTS LTD.
Ragnall House
00 Xxxx Xxxx
Xxxxxxx, Xxxx xx Xxx
0X0 0X0, Xxxxxx Xxxxxxx
Fax: 000-00-0000-000000
SCHEDULE B TO LETTER AGREEMENT
SUBSCRIPTION AGREEMENTS
BETWEEN THE SUBSCRIBERS
AND
ARTERA GROUP, INC.
1. Subscription Agreement, dated January 9, 2001, by and among Artera Group,
Inc. (f/k/a NCT Networks, Inc.) ("Artera"), Austost Anstalt Xxxxxx,
Xxxxxxx, S.A., Amro International, S.A., Nesher Ltd., Talbiya B.
Investments Ltd. and The Gross Foundation, providing for the sale and
issuance by Artera of $5,040,000 aggregate principal amount of 6% Secured
Convertible Notes of Artera, maturing on January 9, 2002.
2. Subscription Agreement, dated April 4, 2001, by and among Artera, Alpha
Capital Aktiengesellschaft and Amro International, S.A., providing for the
sale and issuance by Artera of $875,000 aggregate principal amount of 6%
Convertible Notes of Artera Group, Inc., maturing on April 4, 2002.
3. Subscription Agreement, dated May 25, 2001, by and among Artera, Alpha
Capital Aktiengesellschaft and Amro International, S.A., providing for the
sale and issuance by Artera of $375,000 aggregate principal amount of 6%
Convertible Notes of Artera, maturing on May 25, 2002.
4. Subscription Agreement, dated June 29, 2001, by and among Artera, Alpha
Capital Aktiengesellschaft, Amro International, S.A., The Gross Foundation,
Inc., Leval Trading, Inc., Nesher Ltd. and Talbiya B. Investments Ltd.,
providing for the sale and issuance by Artera of $1,250,000 aggregate
principal amount of 6% Convertible Notes of Artera, maturing on June 29,
2002.
