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Exhibit 10.6.1
AGREEMENT TO PURCHASE ADDITIONAL SHARES
This share purchase agreement (the "Agreement"), dated July 13, 1998,
is entered into between Lockheed Xxxxxx Corporation, a Maryland corporation,
having offices at 0000 Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 ("Lockheed") and
Triton Network Systems, Inc., a Delaware corporation, having offices at 0000
Xxxxxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 ("Triton").
Whereas Lockheed has purchased 800,000 shares of the Series B
Preferred Stock of Triton at a purchase price of $2.50 per share and has
received 1,600,000 shares of Triton Common Stock in exchange for termination of
Lockheed's royalty rights under the license agreement between Lockheed and
Triton dated June 12, 1997.
Whereas Triton has indicated that the issuance of the 1,600,000 shares
of Common Stock to Lockheed is contingent on the purchase of an additional
1,600,000 shares of Triton Series B Preferred Stock by Lockheed at a purchase
price of $2.50 per share.
The parties agree as follows:
1. Purchase of Additional Shares. On or before January 31, 1999,
Lockheed will have purchased an additional 1,600,000 shares of Triton Series B
Preferred Stock at a purchase price of $2.50 per share. The purchase and sale
of such shares shall be accomplished by a Series B Preferred Stock purchase
agreement substantially similar to that entered into by Triton and Lockheed on
July 31, 1998.
2. Failure to Purchase Additional Shares. In the event Triton and
Lockheed do not consummate the sale of the Triton Series B Preferred Stock on
or before January 31, 1999, then the royalty payments due to Lockheed from
Triton under the License Agreement dated June 12, 1997 shall be treated as
having been fully paid up and Lockheed shall forfeit any right to receive any
royalty payments.
3. Miscellaneous. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument. This Agreement shall be governed by
and construed under the laws of the State of Delaware, made and to be performed
entirely within the State of Delaware.
LOCKHEED XXXXXX CORPORATION TRITON NETWORK SYSTEMS, INC.
By: /s/ Xxxxx X. XxXxxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. XxXxxxxx Xxxxx X. Xxxxxx
Title: Vice President Title: President
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