Share Adjustment Agreement between Shared Technologies Cellular, Inc. and Mobile Investments LLC (March 14, 2001)

Summary

This agreement between Shared Technologies Cellular, Inc. and Mobile Investments LLC adjusts the number of company shares vested under certain warrants and a related agreement, based on the total funds loaned by Mobile to the Company, up to a maximum of $5,000,000. The number of vested shares is calculated using a set formula, and any necessary amendments to the warrants or agreement will be made at the Company's expense. The agreement also addresses procedures if vesting conditions are not met by a specified date.

EX-4.8 8 y49150ex4-8.txt EX-4.8 1 EXHIBIT 4.8 SHARED TECHNOLOGIES CELLULAR, INC. 100 GREAT MEADOW ROAD, SUITE 104 WETHERSFIELD, CT 06109 March 14, 2001 Mobile Investments LLC 960 Main Street Hartford, CT 06103 RE: ADJUSTMENT OF SHARES TO MOBILE INVESTMENTS Gentlemen: On the date hereof, Shared Technologies Cellular, Inc. (the "Company") has (i) issued to Mobile Investments LLC ("Mobile") Warrant No.: M-1 and Warrant No.: M-2 representing 7,000,000, in the aggregate, of the Company's common stock (each, a "Warrant" and collectively, the "Warrants"), and (ii) delivered to Mobile a letter agreement (the "Agreement") entitled "Issuance of Warrants for 3,000,000 Shares of Shared Technologies Common Stock" of even date herewith by and between the Company and Mobile. Notwithstanding anything in the Warrants or the Agreement to the contrary, the Company and Mobile agree that the number of shares vested in each Warrant and the Agreement, respectively, at any given time shall be equal to (i) the number of shares stated in each Warrant or the Agreement, respectively, multiplied by, (ii) the fraction, the numerator of which shall be the total amount of funds loaned by Mobile to the Company and the denominator of which will be $5,000,000. Mobile will not be entitled to any increase in the number of shares reflected in each Warrant for any funds loaned by it to the Company in excess of $5,000,000. Monies received by Mobile as repayment of its loan to the Company shall not operate to reduce any vested shares reflected in the Warrants or the Agreement. If the total amount of funds loaned by Mobile to the Company exceeds $5,000,000, then the number of shares reflected in the Agreement shall be increased to reflect the difference between (i) the amount calculated in accordance with the formula above and (ii) 7,000,000, and the Company will amend the Agreement, at the Company's sole cost and expense, to reflect such new amount. The Company further agrees that if the vesting conditions contained in the paragraph labeled "Warrants" set forth in that certain letter from Mobile to the Company dated March 14, 2001 do not occur on or prior to March 30, 2001 (or such other date as may be agreed to by the Company and Mobile), the Company will amend, to the extent necessary, each of the Warrants and the Agreement, at the Company's sole cost and expense, to reflect the actual number of shares represented in each such Warrant and the Agreement which have vested in accordance with the terms hereof. 2 Mobile Investments LLC March 14, 2001 Page 2 Please acknowledge your agreement to the terms and conditions of this letter by signing in the space provided below. This letter may be executed in any number of counterparts, all of which taken together shall constitute one in the same instrument and any of the parties hereto may execute this letter by signing any such counterpart. Very truly yours, SHARED TECHNOLOGIES CELLULAR, INC. By: /s/ Ismael Pinho ----------------------- Name: Ismael Pinho Title: CFO Accepted and Agreed: MOBILE INVESTMENTS LLC By: Oakes Fitzwilliams Executive Death Benefit & Retirement Scheme (No.2) (HLO), its Member By: /s/ Herbert L. Oakes, Jr. ------------------------- Herbert L. Oakes, Jr. Trustee Dated: March 14, 2001