AMENDMENT NO. 1 TO MCCAW INTERNATIONAL (BRAZIL), LTD. SHAREHOLDERS AGREEMENT
1
EXHIBIT 10.3
AMENDMENT NO. 1 TO
▇▇▇▇▇ INTERNATIONAL (BRAZIL), LTD.
SHAREHOLDERS AGREEMENT
This Amendment No. 1 (this "Amendment") dated as of April 27, 1997 to
the Shareholders Agreement (the "Agreement") dated as of January 29, 1997 by
and among ▇▇▇▇▇ International (Brazil), Ltd., a Virginia corporation, formerly
named Wireless Ventures of Brazil, Inc. (the "Company"), and the Persons listed
as Shareholders on Exhibit I attached thereto, as amended from time to time,
including ▇▇▇▇▇ International, Ltd., a Washington corporation ("MIL"), Telcom
Ventures, LLC, a Delaware limited liability company ("Telcom"), and the other
shareholders listed on the signature pages to this Amendment (collectively, the
"Shareholders" and, individually, a "Shareholder").
RECITALS
The Shareholders desire to amend Section 1.4.1 of the Agreement in
accordance with Section 10.7 of the Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are acknowledged and to further the interests of the
Company and its present and future Shareholders, the parties agree as follows:
ARTICLE I. AMENDMENTS
1.1 DEFINED TERMS
Except where otherwise provided, terms defined in the Agreement are
used herein as therein defined.
1.2 AMENDMENTS
The last sentence of Section 1.4.1 of the Agreement is hereby amended
and restated to read in its entirety as follows:
Each Tag-Along Offeree's "Tag-Along Shares" shall mean that number of
Shares as is equal to the number of Proposed Shares (as defined in
Section 1.4.2) multiplied by a fraction, the numerator of which is the
number of Shares owned by such Tag-Along Offeree and its Affiliates
and the denominator of which is the number of Shares then owned by all
Shareholders.
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ARTICLE II. GENERAL
2.1 HEADINGS
The headings preceding the text of sections of this Amendment are for
convenience only and shall not be deemed parts thereof.
2.2 BINDING EFFECT; APPLICABLE LAW
This Amendment shall become effective when it shall have been executed
by the Company and Shareholders representing at least 97% of the Common Stock.
This Amendment shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Virginia, as applied to contracts executed
and to be fully performed in such state.
2.3 COUNTERPARTS
This Amendment may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[Signature page follows]
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IN WITNESS WHEREOF, this Amendment has been executed as of the date
and year first above written.
THE COMPANY:
▇▇▇▇▇ INTERNATIONAL (BRAZIL), LTD.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its President
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Address:
Facsimile number:
THE SHAREHOLDERS:
▇▇▇▇▇ INTERNATIONAL, LTD.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its President
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Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇
TELCOM VENTURES, LLC
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its
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Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇
SOUTH BEACH VENTURES INC.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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By Telcom Ventures, LLC as
attorney-in-fact
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
▇▇▇▇▇ INTERNATIONAL (BRAZIL), LTD.
SHAREHOLDERS AGREEMENT
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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By Telcom Ventures, LLC as
attorney-in-fact
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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By Telcom Ventures, LLC as
attorney-in-fact
THE ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ EDUCATION
TRUST
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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By Telcom Ventures, LLC as
attorney-in-fact
THE SAMIR ▇▇▇ ▇▇▇▇▇ EDUCATION
TRUST
By
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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By Telcom Ventures, LLC as
attorney-in-fact
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▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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By Telcom Ventures, LLC as
attorney-in-fact
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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By Telcom Ventures, LLC as
attorney-in-fact
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
▇▇▇▇▇ INTERNATIONAL (BRAZIL), LTD.
SHAREHOLDERS AGREEMENT