Exhibit 7.6
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." In addition, the
participation rights of Investor shall not apply to transfers
from Xx. Xxxxxxxxxx of his shares of the Company's Common
Stock to one or more employees of the Company or any of its
affiliates pursuant to an option granted directly from Xx.
Xxxxxxxxxx to such employee in recognition of his or her past
or future services to the Company or any of its affiliates."
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."
Exhibit 7.6
IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED IN MONTREAL, PROVINCE OF QUEBEC.
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GUDJON MAR GUDJONSSON XXXXX XXXXXXXX
OZ COMMUNICATIONS, INC. MICROCELL CAPITAL II INC.
BY: BY:
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XXXXX XXXXXXXX Xxxxxxx Xxxx
