EXHIBIT 10.82
XXXXXXXXX WIRELESS
0000 XXXXXX XXXXXXXXX
XXXXX X-0
XXXXX XXXX, XXXXXXXXXX 00000
(000) 000-0000
January 9, 2002
Bank Xxxxxxxx de Beaufort Safe Custody NV
Bristol Investment Fund, Ltd.
Bristol Capital, LLC
Xxxx Xxxxxxx
c/o Bristol Capital, LLC
0000 Xxxxxx Xxxxxxxxx
Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Re: XXXXXXXXX WIRELESS (THE "COMPANY") -
AMENDMENT OF DEBENTURES AND WARRANTS
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Ladies and Gentlemen:
This letter will set forth the agreement of the parties hereto to (i)
amend the conversion price of a certain 10% Convertible Debenture due May 1,
2002 which was issued by the Company to Bank Xxxxxxxx de Beaufort Safe Custody
NV ("Bank Xxxxxxxx") in April 2000 (the "Debenture") and (ii) amend the exercise
price and extend the exercise period of certain warrants to purchase shares of
the Company's Common Stock, par value $0.001 per share, which were issued by the
Company to each of Bank Xxxxxxxx, Bristol Investment Fund, Ltd. and Bristol
Capital, LLC as set forth on SCHEDULE A attached hereto (collectively, the
"Warrants"); and (iii) amend the exercise price and extend the exercise period
of 500,000 shares issuable upon exercise of the option ("Option") granted by the
Company to Xxxx Xxxxxxx as set forth on SCHEDULE A attached hereto.
By execution hereof, the parties agree as follows:
1. AMENDMENT OF CONVERSION PRICE. The Conversion Price of the Debenture
shall be amended to be the lesser of (i) the Variable Conversion Price (as
defined herein) and (ii) the Fixed Conversion Price (as defined herein)
(subject, in each case, to equitable adjustments for stock splits, stock
dividends or rights offerings by the Borrower relating to the Borrower's
securities or the securities of any subsidiary of the Borrower, combinations,
recapitalization, reclassifications, extraordinary distributions and similar
events). The "Variable Conversion Price" shall mean the Applicable Percentage
(as defined herein) multiplied by the Market Price (as defined herein). "Market
Price" means the average of the lowest three (3) Trading Prices (as defined
below) for the Common Stock during the twenty (20) Trading Day period ending one
Trading Day prior to the date the Conversion Notice is sent by the Holder to the
Borrower via facsimile (the "Conversion Date"). "Trading Price" means, for any
security as of any date, the intraday trading price on the Over-the-Counter
Bulletin Board (the "OTCBB") as reported by a reliable reporting service
mutually acceptable to and hereafter designated by Holders of a majority in
interest of the Debentures and the Borrower or, if the OTCBB is not the
principal trading market for such security, the intraday trading price of such
security on the principal securities exchange or trading market where such
security is listed or traded or, if no intraday trading price of such security
is available in any of the foregoing manners, the average of the intraday
trading prices of any market makers for such security that are listed in the
"pink sheets" by the National Quotation Bureau, Inc. If the Trading Price cannot
be calculated for such security on such date in the manner provided above, the
Trading Price shall be the fair market value as mutually determined by the
Borrower and the holders of a majority in interest of the Debentures being
converted for which the calculation of the Trading Price is required in order to
determine the Conversion Price of such Debentures. "Trading Day" shall mean any
day on which the Common Stock is traded for any period on the OTCBB, or on the
principal securities exchange or other securities market on which the Common
Stock is then being traded. "Applicable Percentage" shall mean 50.0%. The "Fixed
Conversion Price" shall mean $.055.
2. AMENDMENT OF EXERCISE PRICE OF WARRANTS. The exercise price of the
Warrants is hereby amended to equal the three (3) lowest Trading Prices during
the twenty (20) Trading Days prior to exercise, discounted by 50%.
3. EXTENSION OF EXERCISE PERIOD OF WARRANTS. The Warrants are hereby
amended to be exercisable at any time prior to the seventh (7th) anniversary of
the date of the original issuance of such Warrant.
4. AMENDMENT OF EXERCISE PRICE OF OPTION. The exercise price of the
Option is hereby amended to equal the three (3) lowest Trading Prices during the
twenty (20) Trading Days prior to exercise, discounted by 50%.
5. EXTENSION OF EXERCISE PERIOD OF OPTION. The Option is hereby amended
to be exercisable at any time prior to the seventh (7th) anniversary of the date
of the original issuance of the Option.
6. REGISTRATION RIGHTS. The Common Stock of the Company held by each of
the undersigned shall be entitled to registration rights as set forth in that
certain Registration Rights Agreement by and between the Company and Bank
Xxxxxxxx of even date herewith.
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7. ANTI-DILUTION. Neither the issuance to Bank Xxxxxxxx of the 12%
convertible debentures of the Company, the warrants to purchase shares of common
stock of the Company and/or the shares of common stock underlying such
debentures and warrants, pursuant to the terms of that certain Securities
Purchase Agreement dated of even date herewith, nor the amendments to the
Debenture, Warrants and Option contained in this letter agreement, shall be
considered dilutive issuances under the Debenture, Warrants or Option or under
any and all other debentures, warrants or options issued by the Company to Bank
Xxxxxxxx, Bristol Investment Fund, Ltd., Bristol Capital, LLC or Xxxx Xxxxxxx
prior to the date of this letter agreement, and neither shall trigger any
adjustment in the exercise or conversion price of and number of shares
underlying any such debenture, warrant or option other than the adjustments
specifically described in paragraphs 1, 2 and 4 above.
8. The Company agrees to take any and all action reasonably requested
by the undersigned to effect the purposes of this letter, including without
limitation execution of revised convertible debentures, warrants or options
consistent with the amendments agreed to in this letter.
Please signify your agreement with the foregoing by signing
this letter where indicated and returning it to the undersigned.
[Signature Page Follows]
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Sincerely,
XXXXXXXXX WIRELESS
/S/ XXXX X. XXXXXXXXX
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Xxxx X. Xxxxxxxxx
Chairman and Chief Executive Officer
ACCEPTED AND AGREED:
BANK XXXXXXXX DE BEAUFORT
SAFE CUSTODY NV
By: /S/ ROB MOOIJ
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Rob Mooij
Director
BRISTOL INVESTMENT FUND, LTD.
By: /S/ XXXX XXXXXXX
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Xxxx Xxxxxxx
Director
BRISTOL CAPITAL, LLC
By: /S/ XXXX XXXXXXX
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Xxxx Xxxxxxx
Manager
/S/ XXXX XXXXXXX
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Xxxx Xxxxxxx
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SCHEDULE A
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HOLDER ISSUE DATE
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Bank Xxxxxxxx de Beaufort 2/4/00
Safe Custody NV 4/13/00
NV 5/2/01
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Bristol Investment Fund, Ltd. 1/5/01
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Bristol Capital, LLC 4/13/00
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Xxxx Xxxxxxx 9/26/00
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