Exhibit 10.7
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11 April, 1996
Mr. ▇▇▇▇ ▇▇▇▇
Co-Chairman of the Board
International Wireless, Inc.
Dear ▇▇▇▇,
Please consider the following as the agreed upon structure reached between Grupo
Carso, S.A. de C.V. (GC), or any of its subsidiaries, and International
Wireless, Inc. (IW) for the purchase of IW stock by GC.
Phase 1: (February 20, 1996)
One million shares purchased directly from IW at $3.00 per share.
Phase 2: (March 11, 1996)
Two million shares purchased directly from IW at $3.00 per share.
Phase 3: (May 1, 1996)
One million shares purchased directly from IW at $3.00 per share.
Phase 4: (September 3, 1996)
Three million shares purchased directly from IW at $3.00 per
share.
In addition, GC and IW agree that GC shall be allowed to purchase an additional
three million shares from existing shareholders. In conjunction with this, GC
agrees, for a period beginning on the date hereof and ending on February 28,
2004, that it shall not, directly or indirectly, without the prior written
consent of the company, purchase, acquire or own, any securities of the Company
other than (i) any securities which may be issued with respect to the Purchaser
Shares as a result of any stock dividend, stock split, combination or other
similar recapitalization.
It is understood that at the completion of the aforementioned, GC will own ten
million IW shares representing approximately 21%-23% of the company to date, and
that these shares are full voting common shares equal in all respect to all
other common shares of the Company, and the Company has issued no other class of
stock. (I reference your letter dated 7 March, 1996.)
It is also understood that it is the intention of IW to issue an additional 3-4
million new shares of IW in the form of a "private placement" in the next six
months, and that IW will do so only after consulting with GC.
As agreed this 11th day of April, 1996.
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇
Attorney-in-fact Co-Chairman of the Board
Grupo Carso, S.A. de C.V. International Wireless, Inc.
