Exhibit 10.3
AMENDING AGREEMENT
ENTERED INTO AS OF FEBRUARY 28, 2002
AMENDING AGREEMENT (the "AMENDMENT AGREEMENT") by and among GUDJON MAR
GUDJONSSON and XXXXX XXXXXXXX (collectively, the "FOUNDERS"), OZ COMMUNICATIONS,
INC. (formerly known as XX.XXX), a California corporation (the "COMPANY"), and
MICROCELL CAPITAL II INC. (the "INVESTOR").
WHEREAS the Founders, the Company and the Investor entered into a Shareholders
Agreement dated as of November 8, 2000 (the "AGREEMENT").
WHEREAS the Founders, the Company and the Investor wish to amend the Agreement.
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Effective as of the date hereof, the Agreement is hereby amended as
follows:
1.1 Section 1.5 of the Agreement is hereby amended and replaced by the
following:
"The participation rights of Investor shall not apply to (a) any pledge,
restricted transfer or hypothecation of Common Stock made by the
Founders pursuant to a bona fide loan transaction, (b) any transfer to
the Founders' ancestors or descendants or spouse or to a trustee for
their benefit, (c) any bona fide gift. Any such pledgee, transferee or
donee shall be known as a "Permitted Transferee."
1.2 The first sentence of Section 2 of the Agreement is hereby amended and
replaced by the following sentence:
"At the 2002 Annual Meeting of the shareholders of the Company, and at
that meeting only, each of the Founders will vote a sufficient number
(when added to the shares of the capital stock of the Company owned by
Investor) of shares of the capital stock of the Company which they are
entitled to vote under any trust, voting agreement or proxy, in favour
of the election of one nominee to the Board of Directors of the Company
to ensure that Investor's nominee is elected."
IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED IN MONTREAL, PROVINCE OF QUEBEC.
/S/ GUDJON MAR GUDJONSSON /s/ XXXXX XXXXXXXX
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GUDJON MAR GUDJONSSON XXXXX XXXXXXXX
OZ COMMUNICATIONS, INC. MICROCELL CAPITAL II INC.
/s/ XXXX-XXXX XXXXXXX
By: /s/ XXXXX XXXXXXXX By: /s/ XXXXXXX XXXX
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XXXXX XXXXXXXX Xxxxxxx Xxxx
