Form of
Waiver of Conversion Rights
Series A Preferred Stock
TEK DigiTel Corporation
We, being all of the shareholders of Series A Preferred Stock of TEK
DigiTel Corporation (the "Company"), intending to be legally bound hereby, do
hereby voluntarily, unconditionally and irrevocably waive our right and
privilege to automatically convert our shares of Series A Preferred Stock of the
Company into shares of Common Stock of the Company at the conversion rate of 6
shares of Common Stock for each share of Series A Preferred Stock owned by each
shareholder as set forth in Item 4, Section 4.1(b) of Exhibit A to the Company's
Certificate of Amendment to its Articles of Incorporation as filed with the
Wyoming Secretary of State's office on June 16, 1998 and as approved by the
shareholders in Item 4, Section 4.1(b) of Exhibit A to the Agreement and Plan of
Merger entered into on June 10, 1998.
In lieu of our right to immediately convert our shares of Series A
Preferred Stock into shares of the Company's Common Stock at the conversion rate
of 6:1, each shareholder agrees to be bound by the conversion rates and
conversion conditions set forth in Item 4, Section 4.1(a) of Exhibit A to the
Company's Certificate of Amendment to its Articles of Incorporation as filed
with the Wyoming Secretary of State's office on June 16, 1998 and as approved by
the shareholders in Item 4, Section 4.1(a) of Exhibit A to the Agreement and
Plan of Merger entered into on June 10, 1998.
In consideration of our unconditional and irrevocable waiver of our right
and privilege to automatically convert our shares of Series A Preferred Stock
into shares of the Company's Common Stock, each shareholder hereby agrees to the
following amendments to Item 4, Sections 4.1(d) and (e) of Exhibit A to the
Company's Certificate of Amendment to its Articles of Incorporation as filed
with the Wyoming Secretary of State's office on June 16, 1998 and to Item 4,
Sections 4.1(d) and (e) to the Agreement and Plan of Merger entered into on June
10, 1998:
4. Conversion Right
4.1 Conversion Into Common Stock
. . . .
"(d) Automatic Conversion at Maximum Conversion Rate
<PAGE>
On the fifth anniversary of the Original Issue Date of the
Series A Preferred Stock, every share of Series A
Preferred Stock which has not theretofore satisfied any of
the foregoing conversion conditions in this Section 4 and
been converted to Common Stock shall, automatically and
without any requirement to satisfy any conversion
conditions of this Section 4 and without need of any
further action on the part of holders of Series A
Preferred Stock except to surrender the Series A Preferred
Stock certificates to the Company's Secretary or transfer
agent and registrar for conversion, be converted into and
thereafter represent six (6) shares of the Common Stock of
the Company.
(e) Other Matters Relating to Conversion
The Common Shares of the Company into which shares of
Series A Preferred Stock are converted ("Conversion
Shares") shall, as legally required, be registered under
the Securities Act of 1933, as amended ("Act"), or shall
be issued in reliance upon Section 4(2) of the Act or Rule
505 or 506 of Regulation D under the Act or Regulation S
under the Act or other available exemption from
registration under the Act. Conversion shall be deemed to
occur on the date a certificate evidencing such shares of
Series A Preferred Stock being converted is presented to
the Company or to the Company's transfer agent and
registrar, properly endorsed and accompanied by the proper
fee payable for issuance for the Conversion Shares. Each
certificate evidencing Series A Preferred Stock or
Conversion Shares shall be subject to such restrictions,
conditions and limitations, and shall bear such restricted
legends, if any, as are required by applicable laws, rules
and regulations."
. . . .
We, the undersigned shareholders, as owners of the Series A Preferred
Stock, agree to hold the Company's officers and directors jointly and severally
harmless for monetary damages, claims or demands of any nature, if any, for
breach their joint or individual fiduciary duty as an officer and/or director or
by reason of any action which could or might have been taken or any omitted
action in such capacity with respect to the automatic conversion provision so
long as the officer and/or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and/or the shareholders.
<PAGE>
IN WITNESS WHEREOF, the undersigned holders of all of the outstanding
shares of Series A Preferred Stock of the Company, intending to be legally bound
hereby, have executed this Waiver, which may be executed in counterparts until
Friday, May 5, 2000, as of the dates set forth next to each shareholder's
respective name.
<TABLE>
<CAPTION>
Number of Shares
of Series A
Name Preferred Stock Signature Date
---- ---------------- --------- ----
<S> <C> <C> <C>
Thomas Yang 375,927
-------------------------------
Enghe Chimood 323,888
-------------------------------
Ke-Ou Chao 298,820
-------------------------------
Glocom, Inc. (Han Gao) 357,823
-------------------------------
Solon Lee 72,871
-------------------------------
Si Tsong Chang 286,523
-------------------------------
Wen-Tsung Wu 71,239
-------------------------------
Der-Hua Chou 72,912
-------------------------------
Goa Telengut 25,833
-------------------------------
Pierre Theberge 25,833
-------------------------------
Robert G. Clarke 25,833
-------------------------------
Vista Capital Corporation 25,833
-------------------------------
First Atlantic Equities Ltd. 25,833
-------------------------------
Mirmar Investments Ltd. 25,833
-------------------------------
Christopher Cory 25,833
-------------------------------
AFB Holdings Ltd. 17,153
-------------------------------
Canadian Energy Funding Inc. 8,680
-------------------------------
</TABLE>
