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EXHIBIT 10.2
SHAREHOLDER AGREEMENT
, 1999
CoreComm Limited
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned understands that CoreComm Limited, a Bermuda corporation
("CoreComm"), has entered into an Agreement and Plan of Merger, dated as of
February 17, 1999, as amended on May 3, 1999 (the "Merger Agreement"), among
CoreComm, MegsINet Inc., an Illinois corporation ("MegsINet"), and CoreComm
Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of
CoreComm ("Sub"), providing for, among other things, the merger of MegsINet with
Sub (the "Merger"). Subject to the terms and conditions of the Merger Agreement,
the outstanding MegsINet common stock, no par value per share, the MegsINet
1998A Series Convertible Preferred Stock, par value $.01 per share, and the
MegsINet 1999A Series Convertible Preferred Stock, par value $.01 per share,
will be exchanged in consideration for the receipt of either shares of Common
Stock, par value $.01 per share, of CoreComm (the "Common Stock"), or cash or
both.
In consideration of the execution of the Merger Agreement by CoreComm, and
for other good and valuable consideration, the undersigned hereby irrevocably
agrees that the undersigned can only, directly or indirectly, offer for sale,
sell, contract to sell, transfer, give, pledge, assign, irrevocably hypothecate,
grant any option for the sale of or otherwise dispose of any shares of Common
Stock or any security convertible into or exchangeable or exercisable for shares
of Common Stock which the undersigned may beneficially own (within the meaning
of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) or enter into
any agreement regarding the same as follows: (i) the shareholder may not
transfer any of the shareholder's CoreComm common stock in the first 120 days
following the closing; (ii) the shareholder may transfer up to 25% of the
shareholder's CoreComm common stock from and after the 120th day following the
closing; (iii) the shareholder may transfer up to 50% of the shareholder's
CoreComm common stock from and after the earlier of (A) the 180th day following
the closing or (B) December 31, 1999; (iv) the shareholder may transfer up to
75% of the shareholder's CoreComm common stock from and after the 240th day
following the closing; and (v) the shareholder may transfer any or all of the
shareholder's CoreComm common stock from and after the 365th day following the
closing. The foregoing agreements shall be binding on the undersigned and the
undersigned's successors and assigns.
Very truly yours,
MEGSINET INC. SHAREHOLDER:
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Name:
