Common use of AMENDMENT, CANCELLATION AND WAIVER Clause in Contracts

AMENDMENT, CANCELLATION AND WAIVER. This Agreement and the Annexes hereto may be amended, modified, superseded or cancelled, and any of the terms hereof or thereof may be waived, only by a written instrument executed by the Company and Banca del Gottardo hereto or thereto, as the case may be, or, in the case of a waiver, by the party or parties waiving compliance. The failure of any party at any time or times to require performance of any provision hereof or of any Annex hereto shall in no manner affect the rights at a later time to enforce the same. No waiver by any party of any condition or of the breach of any term contained in this Agreement or in any Annex hereto, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such breach or the breach of any other term of this Agreement or of the Annexes hereto. THUS DONE AND SIGNED in 2 originals, of which one is for the Company, in Carrollton/Lugano effective as of November 15, 1996 INTELLICALL, INC. By: /s/ Xxxxxxx X. Xxxx date signed 11/15/96 BANCA DEL GOTTARDO By: /s/ Xxxx Xxxxxx date signed 11/15/96

AMENDMENT, CANCELLATION AND WAIVER. This Agreement and the Annexes hereto may be amended, modified, superseded or cancelled, and any of the terms hereof or thereof may be waived, only by a written instrument executed by the Company and Banca del Gottardo hereto or thereto, as the case may be, or, in the case of a waiver, by the party or parties waiving compliance. The failure of any party at any time or times to require performance of any provision hereof or of any Annex hereto shall in no manner affect the rights at a later time to enforce the same. No waiver by any party of any condition or of the breach of any term contained in this Agreement or in any Annex hereto, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such breach or the breach of any other term of this Agreement or of the Annexes hereto. THUS DONE AND SIGNED in 2 originals, of which one is for the Company, in Carrollton/Lugano effective as of November 15October 26, 1996 INTELLICALL1999 BIGMAR, INC. By: /s/ Xxxxxxx X. Xxxx date signed 11/15/96 _____________________________ BANCA DEL GOTTARDO By: /s/ Xxxx Xxxxxx date signed 11/15/96_____________________________ ANNEX A TERMS OF THE "CONVERTIBLE NOTES" OF THE COMPANY

AMENDMENT, CANCELLATION AND WAIVER. This Agreement and the Annexes hereto may be amended, amended modified, superseded or cancelled, and any of the terms hereof or thereof may be waived, only by a written instrument executed by the Company and Banca del Gottardo hereto or thereto, as the case may be, or, in the case of a waiver, by the party or parties waiving compliance. The failure of any party at any time or times to require performance of any provision hereof or of any Annex hereto shall in no manner affect the rights at a later time to enforce the same. No waiver by any party of any condition or of the breach of any term contained in this Agreement or in any Annex hereto, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such breach or the breach of any other term of this Agreement or of the Annexes hereto. THUS DONE AND SIGNED in 2 originals, originals of which one is for the Company, in Carrollton/Lugano Schenectady effective as of November 15August 8, 1996 INTELLICALL1997 BITWISE DESIGNS, INC. By: /s/ Xxxxxxx X. Xxxx date signed 11/15/96 BANCA DEL GOTTARDO By ___________________________ By: /s/ Xxxx Xxxxxx date signed 11/15/96_________________________

AMENDMENT, CANCELLATION AND WAIVER. This Agreement and the Annexes hereto may be amended, modified, superseded or cancelled, and any of the terms hereof or thereof may be waived, only by a written instrument executed by the Company and Banca del Gottardo hereto or thereto, as the case may be, or, in the case of a waiver, by the party or parties waiving compliance. The failure of any party at any time or times to require performance of any provision hereof or of any Annex hereto shall in no manner affect the rights at a later time to enforce the same. No waiver by any party of any condition or of the breach of any term contained in this Agreement or in any Annex hereto, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such breach or the breach of any other term of this Agreement or of the Annexes hereto. THUS DONE AND SIGNED in 2 originals, of which one is for the Company, in Carrollton/Lugano and Burnaby effective as of November 15March 28, 1996 INTELLICALL, 2002 NORSAT INTERNATIONAL INC. By: /s/ Xxxxxxx X. Xxxx date signed 11/15/96 BANCA DEL GOTTARDO By: /s/ Xxxx Xxxxxx date signed 11/15/96ANNEX A TERMS OF THE “CONVERTIBLE NOTES” OF THE COMPANY

AMENDMENT, CANCELLATION AND WAIVER. This Agreement and the Annexes Exhibits hereto may be amended, amended modified, superseded or cancelled, and any of the terms hereof or thereof may be waived, only by a written instrument executed by the Company and Banca del Gottardo Purchaser hereto or thereto, as the case may be, or, in the case of a waiver, by the party or parties waiving compliance. The failure of any party at any time or times to require performance of any provision hereof or of any Annex hereto Exhibit thereto shall in no manner affect the rights at a later time to enforce the same. No waiver by any party of any condition or of the breach of any term contained in this Agreement or in any Annex Exhibit hereto, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such breach or the breach of any other term of this Agreement or of the Annexes Exhibits hereto. THUS DONE AND SIGNED in 2 originals, of which one is for the Company, in Carrollton/Lugano effective as of November 15, 1996 INTELLICALL, INC. By: /s/ Xxxxxxx X. Xxxx date signed 11/15/96 BANCA DEL GOTTARDO By: /s/ Xxxx Xxxxxx date signed 11/15/96.

AMENDMENT, CANCELLATION AND WAIVER. This Agreement and the Annexes hereto may be amended, modified, superseded or cancelled, and any of the terms hereof or thereof may be waived, only by a written instrument executed by the Company and Banca del Gottardo hereto or thereto, as the case may be, or, in the case of a waiver, by the party or parties waiving compliance. The failure of any party at any time or times to require performance of any provision hereof or of any Annex hereto shall in no manner affect the rights at a later time to enforce the same. No waiver by any party of any condition or of the breach of any term contained in this Agreement or in any Annex hereto, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such breach or the breach of any other term of this Agreement or of the Annexes hereto. THUS DONE AND SIGNED in 2 originals, of which one is for the Company, in Carrollton/Lugano effective as of November 15December 22, 1996 1995 INTELLICALL, INC. By: by /s/ Xxxxxxx X. Xxxx date signed 11/15/96 Chief Executive Officer, President and Chairman of the Board December 22, 1995 BANCA DEL GOTTARDO By: by /s/ Xxxx Xxxxxx date signed 11/15/96December 22, 1995