Amending Agreement to Shareholders Agreement among Gudjon Mar Gudjonsson, Skuli Mogensen, OZ Communications, Inc., and Microcell Capital II Inc.

Summary

This agreement, dated February 28, 2002, amends a previous Shareholders Agreement from November 8, 2000, between the founders (Gudjon Mar Gudjonsson and Skuli Mogensen), OZ Communications, Inc., and Microcell Capital II Inc. The amendment updates participation rights for the investor and clarifies voting obligations at the 2002 Annual Meeting to ensure the investor's nominee is elected to the board. The agreement specifies certain permitted transfers of shares and is signed by all parties in Montreal.

EX-10.3 5 a79933ex10-3.txt EXHIBIT 10.3 Exhibit 10.3 AMENDING AGREEMENT ENTERED INTO AS OF FEBRUARY 28, 2002 AMENDING AGREEMENT (the "AMENDMENT AGREEMENT") by and among GUDJON MAR GUDJONSSON and SKULI MOGENSEN (collectively, the "FOUNDERS"), OZ COMMUNICATIONS, INC. (formerly known as OZ.COM), a California corporation (the "COMPANY"), and MICROCELL CAPITAL II INC. (the "INVESTOR"). WHEREAS the Founders, the Company and the Investor entered into a Shareholders Agreement dated as of November 8, 2000 (the "AGREEMENT"). WHEREAS the Founders, the Company and the Investor wish to amend the Agreement. THE PARTIES HERETO AGREE AS FOLLOWS: 1. Effective as of the date hereof, the Agreement is hereby amended as follows: 1.1 Section 1.5 of the Agreement is hereby amended and replaced by the following: "The participation rights of Investor shall not apply to (a) any pledge, restricted transfer or hypothecation of Common Stock made by the Founders pursuant to a bona fide loan transaction, (b) any transfer to the Founders' ancestors or descendants or spouse or to a trustee for their benefit, (c) any bona fide gift. Any such pledgee, transferee or donee shall be known as a "Permitted Transferee." 1.2 The first sentence of Section 2 of the Agreement is hereby amended and replaced by the following sentence: "At the 2002 Annual Meeting of the shareholders of the Company, and at that meeting only, each of the Founders will vote a sufficient number (when added to the shares of the capital stock of the Company owned by Investor) of shares of the capital stock of the Company which they are entitled to vote under any trust, voting agreement or proxy, in favour of the election of one nominee to the Board of Directors of the Company to ensure that Investor's nominee is elected." IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED IN MONTREAL, PROVINCE OF QUEBEC. /S/ GUDJON MAR GUDJONSSON /s/ SKULI MOGENSEN - ------------------------------- ------------------------------------ GUDJON MAR GUDJONSSON SKULI MOGENSEN OZ COMMUNICATIONS, INC. MICROCELL CAPITAL II INC. /s/ JEAN-MARC FERLAND By: /s/ SKULI MOGENSEN By: /s/ JOCELYN COTE -------------------------- --------------------------------- SKULI MOGENSEN Jocelyn Cote