EXHIBIT 10.2
WAIVER AGREEMENT
This Waiver Agreement (hereinafter referred to as the
"Agreement") is entered into this 16th day of August, 1996 by and between The
New World Power Corporation, a Delaware corporation, whose principal place of
business is 558 Lime Rock Road, Lime Rock, Connecticut 06039 (hereinafter
referred to as "New World") as one party; Photocomm, Inc., an Arizona
corporation with its principal place of business at 7681 East Gray Road,
Scottsdale, Arizona 85260 (hereinafter referred to as "the Company"); Robert R.
Kauffman, an individual, with an address at c/o 7861 East Gray Road, Scottsdale,
Arizona 85260; and Programmed Land Inc., a Minnesota corporation with offices at
9414 East San Salvador, Scottsdale, Arizona 85258 (the Company, Kauffman and
Programmed Land, Inc. hereinafter collectively referred to as the "Waiving
Party") as the second party.
W I T N E S S E T H:
WHEREAS, New World and the Waiving Party did enter into a
Stock Purchase Agreement dated October 15, 1993 (hereinafter referred to as "the
Stock Purchase Agreement"); and
WHEREAS, Section 7.3 did give the Waiving Party certain rights
including a Right of First Refusal if New World were to sell such stock as it
purchased under that Agreement; and
WHEREAS, New World desires to sell all of its stock to Golden
Technologies Company, Inc. (hereinafter referred to as "GTC"); and
WHEREAS, the Waiving Party for the offering of $1 of
consideration, the receipt of which is hereby acknowledged, is prepared to waive
all of the Right of First Refusal contained in Section 7.3 of the noted Stock
Purchase Agreement on such stock as is currently owned by New World; and
WHEREAS, New World is prepared to offer such consideration in
order to obtain the waiver of this Right of First Refusal by the Waiving Party,
NOW THEREFORE, the parties hereto intending to be legally
bound as of the date first noted above in consideration of the mutual covenants
and promises hereinafter recited agree as follows:
The Waiving Party acknowledges that its Right of First Refusal
contained in Section 7.3 of the Stock Purchase Agreement of October 15, 1993 is
deemed satisfied in all respects and they hereby agree to waive all their rights
relative to those shares which New World proposes to sell to GTC upon payment of
the consideration.
In consideration for the waiver from the Waiving Party, New
World shall pay to the Waiving Party the sum of $600,000 cash at the Closing of
the contemplated purchase of New World's Photocomm shares by GTC. Such
consideration shall be paid as follows:
to Robert Kauffman - $300,000
to Programmed Land, Inc. - $300,000.
The Waiving Party agrees to use all reasonable efforts to take
or cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable to consummate and make effective as promptly as
practicable the proposed sale of shares by New World to GTC and to cooperate
with New World and GTC in connection with the foregoing. Such actions
specifically include the prompt filing of any and all forms, information, etc.
required under the Hart-Scott-Rodino Act (15 U.S.C. 18(c)). Nothing contained
herein, however, shall require the Waiving Party to consummate any agreement
with GTC concerning issuance of additional shares of the Company or governance
of the Company.
The Waiving Party agrees to the cancellation of the Stock
Purchase Agreement simultaneous with the closing of the GTC transaction.
If the proposed sale of shares by New World to GTC is not
consummated by January 30, 1997, then this Agreement shall be null and void. The
Waiver only applies to the sale of shares by New World to GTC.
This Agreement (and the Waiver) shall automatically terminate
if New World exercises its option to purchase 1.5 million shares of Photocomm
stock pursuant to the terms of the Stock Purchase Agreement.
This Agreement is not effective until executed by all parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be signed by the respective duly authorized officers or individuals as of the
date first above written.
NEW WORLD POWER CORPORATION
By: /S/ VITOLD JORDAN
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Name: Vitold Jordan
Title: Interim Chief Executive
Officer
PHOTOCOMM, INC.
By: /S/ ROBERT R. KAUFFMAN
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Name: Robert R. Kauffman
Title: President, CEO
PROGRAMMED LAND, INC.
By: /S/ DONALD E. ANDERSON
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Name: Donald E. Anderson
Title: President
ROBERT R. KAUFFMAN
By: /S/ ROBERT R. KAUFFMAN
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Robert R. Kauffman