CALL AGREEMENT
HOLDER OF CALL: STONEHAVEN REALTY TRUST (the "Company")
ISSUER OF CALL: VENTRUE ONE REAL ESTATE LLC ("Venture")
SHARES SUBJECT TO CALL: 366,670 shares of the Common Stock $.01 par value of the
Company (the "Shares"), to the extent some or all of said Shares are purchased
by Venture pursuant to a Warrant Agreement (the "Warrant Agreement") between the
parties.
STRIKE "CALL" PRICE: $6.375 per share (the "Price")
Venture hereby grants to the Company, a limited right to purchase the Shares
(the "Call"), if such Shares have been purchased by Venture pursuant to the
Warrant Agreement, on the terms and conditions set forth herein.
1. NUMBER OF SHARES SUBJECT TO CALL. The number of Shares subject to the
Call hereunder shall be the same number of Shares purchased by Venture
pursuant to the Warrant Agreement, but in no event greater than 366,670
Shares, except as adjusted for stock splits, stock dividends,
combinations and recapitalizations. The number of Shares subject to the
Call shall be adjusted from time to time to reflect stock splits, stock
dividends, combinations and recapitalizations. If there is a merger or
consolidation of the Company with another entity and such merger or
consolidation does not result in an early expiration/termination of the
Call pursuant to paragraph 3 below, Venture shall execute and deliver
to the new entity an appropriate amendment to this Call Agreement so
that the Call applies to Venture's holdings in the new entity.
Notwithstanding the foregoing, the number of Shares subject to the Call
shall be reduced by one thousand (1,000) for every thirty thousand
dollars ($30,000.00) of gross revenue collected by Netlink
International, Inc.'s ("Netlink") website referred to as XXXXX.xxx,
beginning on the date of this Call Agreement and continuing through the
date which is thirty (30) days prior to the Expiration Date of the
Call. Gross revenue of the XXXXX.xxx website shall include revenue from
all sources except for taxes collected and direct reimbursement of
expenses from customers. At such time as the gross revenue of the
XXXXX.xxx website, as defined herein, equals or exceeds Eleven Million
Dollars ($11,000,000), all the unexercised Calls shall terminate and
expire. The Company shall provide Venture with monthly statements of
gross revenues of the XXXXX.xxx website which statements shall reflect
the gross revenue as defined herein.
2. EXERCISE OF THE CALL. The Company may exercise the Call, if at all,
only during a thirty (30) day period which shall begin on the date or
dates that Venture exercises its warrants pursuant to the Warrant
Agreement. Each such exercise of its warrants by Venture pursuant to
the Warrant Agreement shall allow the Company to exercise the Call for
number of Shares being exercised under the Warrant Agreement, reduced,
if applicable, pursuant to paragraph 1 above. After the end of each/any
thirty (30) day period, the Call shall terminate and expire for said
Shares, if not exercised.
3. EARLY EXPIRATION/TERMINATION OF THE CALL. The Call shall terminate and
expire (the "Expiration Date") upon the date of any "Change of Control"
as that term is defined in paragraph 7 of a certain Agreement dated
March 21, 2000. The Call shall also terminate and expire if Venture's
warrants expire pursuant to paragraph 2 of the
Warrant Agreement or if Venture purchases any Shares during the twenty
(20) day period referred to in said paragraph 2 of the Warrant
Agreement.
4. MECHANICS OF EXERCISE OF THE CALL. Each/any Call shall be exercised by
the Company by delivering to Venture a notice of exercise indicating
the number of Shares that the Company desires to purchase together with
a check in an amount equal to the product of the Price and the number
of Shares to be purchased. The Shares acquired upon exercise of the
Call shall be deemed to be transferred from Venture to the Company on
the date on which the Call is exercised. As soon as practical after the
exercise of the Call, and payment of the purchase price, Venture will
deliver the requisite certificate or certificates representing the
Shares being transferred.
5. BINDING EFFECT. This Call Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and
assigns. If possible, this Call Agreement shall be construed along with
and in addition to any other agreements which the Company and Venture
may enter into, but any provision in this Call Agreement which
contradicts any provision of any other such agreement shall take
precedence and be binding over such other provision.
This Call Agreement is effective as of March 28, 2000.
STONEHAVEN REALTY TRUST VENTURE ONE REAL ESTATE LLC
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxx Xxxxx
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Xxxxx X. Xxxx Xxxx X. Xxxxx, Member
Chief Executive Officer
