HYPERLIGHT NETWORK CORPORATION
INTERIM FUNDING AGREEMENT
This INTERIM FUNDING AGREEMENT is made as of this 13th day of
September, 1999 between Hyperlight Network Corporation, a Delaware
corporation ("HLN"), and Telecom Wireless Corporation ("TWC").
In consideration of HLN's agreement to assist TWC in making
arrangements by which TWC may acquire equity in Vision Tek, L.P. from certain
limited partners of Vision Tek, L.P., and for other good and valuable
consideration (the sufficiency of which both TWC and HLN acknowledge), TWC
agrees to pay to HLN of the amount of $1,200,000 (which payment will be made
in accordance with the schedule set forth in paragraph 1, below.
1. PAYMENT SCHEDULE. This rights granted in this Agreement will
expire immediately if TWC fails to make any of the following payments to HLN,
and any equity purchased or otherwise acquired by TWC in Vision Tek, L.P. or
HLN will be deemed to have waived any economic rights or voting rights until
payment has been made in full, plus interest thereon at 1.5% per month from
the date the payment was originally due and which will be in default unless
paid within fifteen days of the date due:
(a) $300,000 on or before September 10, 1999 (for the period
September 1, 1999 through December 1, 1999;
(b) $300,000 on or before December 1, 1999;
(c) $300,000 on or before March 1, 2000; and
(d) $300,000 on or before June 1, 2000.
Such payments will be due whether or not TWC has acquired any equity in
Vision Tek, L.P. or HLN. If TWC does not acquire any interest in Vision Tek,
L.P. or HLN, all payments HLN received as a result of this Interim Funding
Agreement will be converted to debt on HLN's books. Such debt will bear
interest at 8% per annum, and repayment of such debt will be made in level
payments over a 24 month period commencing on the first day of the month
after HLN has recognized six months of positive cash flow. These payments
will be in default unless paid within thirty days of the date due, and the
obligation to make payment will be represented by a promissory note in
standard commercial form. If HLN has not received positive cash flow during
the 24 months following the termination of this agreement, TWC will be
granted a preferential liquidation right in a form to be negotiated, in
addition to the requirement that the amount be repaid after sufficient
positive cash flow has been received. For the purposes of this paragraph, the
term "positive cash flow", means earnings before income taxes, depreciation,
and amortization determined in accordance with generally accepted accounting
principles, consistently applied, and after subtracting the principal portion
of any debt service obligation.
2. NONTRANSFERABILITY OF RIGHTS. The rights granted herein may not be
assigned, transferred or otherwise disposed of, or pledged or hypothecated in
any way (whether by operation of law or otherwise) except with the written
consent of the other party, which consent may not be
HYPERLIGHT NETWORK CORPORATION INTERIM FUNDING AGREEMENT PAGE 1
unreasonably withheld. HLN acknowledges that TWC is engaged in certain
negotiations for a business combination with FlashNet. HLN hereby accepts an
assignment of this agreement to FlashNet in conjunction with a completion of
such business combination. HLN agrees to keep all material non-public
information received in regard to TWC's proposed business combination with
FlashNet confidential.
Any assignment, transfer, pledge, hypothecation or other disposition of the
rights or any attempt to make any such levy of execution, attachment or other
process will cause the rights, automatically and without any action by HLN,
to terminate immediately upon the happening of any such event, provided,
however, that any such termination of the rights or either of them under the
foregoing provisions of this Section will not prejudice any rights or
remedies which HLN may have under this Agreement or otherwise.
3. ACQUISITION OF INTERESTS IN VISION TEK, L.P. or HLN. TWC agrees,
represents and warrants that it will acquire all interests in Vision Tek,
L.P. or HLN that he may acquire from the owners thereof in compliance with
all applicable federal and state laws regulating the offer and sale of
securities.
4. NOTICES. All notices under this Agreement are to be delivered by
(i) depositing the notice in the mail, using registered mail, return receipt
requested, addressed to the address below or to any other address as the
party may designate by providing notice, (ii) telecopying the notice by using
the telephone number set forth below or any other telephone number as the
party may designate by providing notice, (iii) overnight delivery service
addressed to the address below or to any other address as the party may
designate by providing notice, or (iv) hand delivery to the individual
designated below or to any other individual as the party may designate by
providing notice. The notice shall be deemed delivered (i) if by registered
mail, four (4) days after the notice's deposit in the mail, (ii) if by
telecopy, on the date the notice is delivered, (iii) if by overnight delivery
service, on the day of delivery, and (iv) if by hand delivery, on the date of
hand delivery.
If to HLN:
HyperLight Network Corporation
000 Xxxxx Xxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
Attention: J. Xxxx Xxxxxx - President
Telecopy No.: 000-000-0000
with a copy (which does not constitute notice) to:
Xxxxxx - Xxxxxxxx, LLC
Suite 850, The Quadrant
0000 XXX Xxxxxxx
Xxxxxxxxx, XX 801 11
Attn: Xxxxxxx X. Xxxxxxxx, Xx., Esq.
HYPERLIGHT NETWORK CORPORATION INTERIM FUNDING AGREEMENT PAGE 2
Telecopy: 000-000-0000
and to
Wollins, Xxxxxxx & Green
000 Xxxxx Xxxxxxxx Xxxx
Xxxxx 000-X
Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx, Esq.
Telecopy: 000-000-00 11
If to TWC:
Telecom Wireless Corporation
0000 XXX Xxxx, 00" Xxxxx
Xxxxxxxxx, XX 801 11
Attention: Xxx X. Xxxxxx, Esq. - Corporate Counsel
Telecopy No.: 000-000-0000
5. GOVERNMENTAL AND OTHER REGULATIONS. The exercise of the rights,
and TWC's and HLN's performance of their respective obligations hereunder is
subject to all applicable federal and state laws, rules and regulations, and
to such approvals by any regulatory or governmental agency which may, in the
opinion of counsel, be required.
6. CORPORATE APPROVALS. By executing this Agreement, the undersigned
represent and warrant to the other that it has obtained all necessary
corporate approvals, and that this agreement is a legal, valid, and binding
agreement of the respective signatories.
IN WITNESS WHEREOF, HLN and TWC have caused this Agreement to be executed in
their respective names by their respective Presidents, as of the date first
above written.
HYPERLIGHT NETWORK CORPORATION TELECOM WIRELESS CORPORATION
(Seal)
By: /s/ J. Xxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
--------------------------------- --------------------------
J. Xxxx Xxxxxx, President Xxxxx X. Xxxxxxx, President
HYPERLIGHT NETWORK CORPORATION INTERIM FUNDING AGREEMENT PAGE 3
