Exhibit 4.12
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF,
AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT
AS HEREIN PROVIDED.
NOT EXERCISABLE PRIOR TO June , 1998. VOID AFTER 5:00 P.M. EASTERN
TIME, June , 2002.
PURCHASE OPTION
FOR THE PURCHASE OF
_______ SHARES OF COMMON STOCK
of
GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
(A Delaware Corporation)
1. Purchase Option.
THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on
behalf of ("Holder"), as registered owner of this Purchase Option, to
Global Telecommunication Solutions, Inc. ("Company"), Xxxxxx is entitled, at
any time or from time to time on or after June , 1998 ("Commencement
Date"), and at or before 5:00 p.m., Eastern Time, June , 2002
("Expiration Date"), but not thereafter, to subscribe for, purchase and
receive, in whole or in part, up to ( ) shares of Common Stock of
the Company, $0.01 par value ("Common Stock"). The shares of Common Stock are
sometimes referred to herein as the "Securities". If the Expiration Date is a
day on which banking institutions are authorized by law to close, then this
Purchase Option may be exercised on the next succeeding day which is not such
a day in accordance with the terms herein. During the period commencing the
date of issue of the Purchase Option and ending on the Expiration Date, the
Company agrees not to take any action that would terminate the Purchase
Option. This Purchase Option is initially exercisable at $ per share of
Common Stock purchased; provided, however, that upon the occurrence of any of
the events specified in Section 6 hereof, the rights granted by this Purchase
Option, including the exercise price and the number of shares of Common Stock
to be received upon such exercise, shall be adjusted as therein specified.
The term "Exercise Price" shall mean the initial exercise price or the
adjusted exercise price, depending on the context of a share of Common Stock.
2. Exercise.
2.1 EXERCISE FORM. In order to exercise this Purchase Option, the
exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Option and payment of
the Exercise Price in cash or by certified check or official bank check for
the Securities being purchased. If the subscription rights represented hereby
shall not be exercised at or before 5:00 p.m., Eastern time, on the
Expiration Date this
Purchase Option shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.
2.2 LEGEND. Each certificate for Securities purchased under this
Purchase Option shall bear a legend as follows unless such Securities have
been registered under the Securities Act of 1933, as amended ("Act"):
"The securities represented by this certificate have
not been registered under the Securities Act of 1933,
as amended ("Act") or applicable state law. The securities
may not be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under
the Act, or pursuant to an exemption from registration under
the Act and applicable state law."
2.3 CASHLESS EXERCISE.
2.3.1 Determination of Amount. In lieu of the payment of the Exercise
Price in the manner required by Section 2.1, the Holder shall have the right
(but not the obligation) to convert any exercisable but unexercised portion
of this Purchase Option into securities ("Conversion Right") as follows: Upon
exercise of the Conversion Right, the Company shall deliver to the Holder
(without payment by the Holder of any of the Exercise Price in cash) that
number of shares of Common Stock equal to the quotient obtained by dividing
(x) the "Value" (as defined below) of the portion of the Purchase Option
being converted by (y) the Market Price (as defined below). The "Value" of
the portion of the Purchase Option being converted shall equal the remainder
derived from subtracting (a) the Exercise Price multiplied by the number of
shares of Common Stock underlying the portion of the Purchase Option being
converted from (b) the Market Price of the Common Stock multiplied by the
number of shares of Common Stock underlying the portion of the Purchase
Option being converted. As used herein, the term "Market Price" shall be
deemed to be the last reported sale price of the Common Stock on the date
prior to the date the Conversion Right is exercised, or, in case no such
reported sale takes place on such day, the average of the last reported sale
prices for the immediately preceding three trading days, in either case as
officially reported by the principal securities exchange on which the Common
Stock is listed or admitted to trading, or, if the Common Stock is not listed
or admitted to trading on any national securities exchange or if any such
exchange on which the Common Stock is listed is not its principal trading
market, the last reported sale price as furnished by the National Association
of Securities Dealers, Inc. ("NASD") through the Nasdaq National Market or
SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common
Stock is not listed or admitted to trading on any of the foregoing markets,
or similar organization, as determined in good faith by resolution of the
Board of Directors of the Company, based on the best information available to
it.
2.3.2 Mechanics of Cashless Exercise. The Conversion Right may be
exercised by the Holder on any business day on or after the Commencement Date
and not later than the Expiration Date by delivering to the Company the
Purchase Option with a duly executed exercise form attached hereto with the
cashless exercise section completed.
3. Transfer.
3.1 GENERAL RESTRICTIONS. The registered Holder of this Purchase
Option, by its acceptance hereof, agrees that it will not sell, transfer or
assign or hypothecate this Purchase Option prior to the Commencement Date to
anyone other than (i) an officer of GKN Securities Corp. ("Representative")
or an officer or partner of any other underwriter listed on Schedule I to
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the Underwriting Agreement ("Underwriters") or any broker-dealer which
executed the Selected Dealer Agreement between the Representative and the
members of the selling group ("Selected Dealer") in connection with the
Company's public offering with respect to which this Purchase Option has been
issued, or (ii) the Representative or any Underwriter or Selected Dealer. On
and after the Commencement Date, transfers to others may be made subject to
compliance with or exemptions from applicable securities laws. In order to
make any permitted assignment, the Holder must deliver to the Company the
assignment form attached hereto duly executed and completed, together with
the Purchase Option and payment of all transfer taxes, if any, payable in
connection therewith. The Company shall immediately transfer this Purchase
Option on the books of the Company and shall execute and deliver a new
Purchase Option or Purchase Options of like tenor to the appropriate
assignee(s) expressly evidencing the right to purchase the aggregate number
of shares of Common Stock purchasable hereunder or such portion of such
number as shall be contemplated by any such assignment.
3.2 RESTRICTIONS IMPOSED BY THE ACT. This Purchase Option and the
Securities underlying this Purchase Option shall not be transferred unless
and until (i) the Company has received the opinion of counsel for the Holder
that this Purchase Option or the Securities, as the case may be, may be
transferred pursuant to an exemption from registration under the Act and
applicable state law, the availability of which is established to the
reasonable satisfaction of the Company, or (ii) a registration statement
relating to such Purchase Option or Securities, as the case may be, has been
filed by the Company and declared effective by the Securities and Exchange
Commission ("Commission") and is in compliance with applicable state law.
4. New Purchase Options to be Issued.
4.1 PARTIAL EXERCISE, CONVERSION OR TRANSFER. Subject to the restrictions
in Section 3 hereof, this Purchase Option may be exercised, converted or
assigned in whole or in part. In the event of the exercise, conversion or
assignment hereof in part only, upon surrender of this Purchase Option for
cancellation, together with the duly executed exercise or assignment form and
funds (except in the case of conversion) sufficient to pay any Exercise Price
and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Purchase Option of like tenor to this Purchase Option in
the name of the Holder evidencing the right of the Holder to purchase the
aggregate number of shares of Common Stock purchasable hereunder as to which
this Purchase Option has not been exercised, converted or assigned.
4.2 LOST CERTIFICATE. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and of reasonably satisfactory indemnification, the Company
shall execute and deliver a new Purchase Option of like tenor and date. Any
such new Purchase Option executed and delivered as a result of such loss,
theft, mutilation or destruction shall constitute a substitute contractual
obligation on the part of the Company.
5. Registration Rights.
5.1 DEMAND REGISTRATION.
5.1.1 Grant of Right. The Company, upon written demand ("Initial Demand
Notice") of the Holder(s) of at least 51% of the Purchase Options and/or the
underlying shares of Common Stock ("Majority Holders"), agrees to register,
on one occasion, all or any portion of the Purchase Options requested by the
Majority Holders in the Initial Demand Notice and all of the Securities
underlying such Purchase Options (collectively, the "Registrable
Securities"). On such occasion, the Company will file a Registration
Statement covering the Registrable Securities
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within sixty days after receipt of the Initial Demand Notice and use its best
efforts to have such registration statement declared effective promptly
thereafter. If the Company fails to comply with the provisions of this
Section 5.1.1, the Company shall, in addition to any other equitable or other
relief available to the Holder(s), be liable for any and all incidental,
special and consequential damages sustained by the Holder(s). The demand for
registration may be made at any time during a period of four years beginning
one year from the Effective Date. The Company covenants and agrees to give
written notice of its receipt of any Initial Demand Notice by any Holder(s)
to all other registered Holders of the Purchase Options and/or the
Registrable Securities within ten days from the date of the receipt of any
such Initial Demand Notice.
5.1.2 Terms. The Company shall bear all fees and expenses attendant to
registering the Registrable Securities, but the Holders shall pay any and all
underwriting commissions and the expenses of any legal counsel selected by
the Holders to represent them in connection with the sale of the Registrable
Securities. The Company agrees to use its best efforts to cause the filing
required herein to become effective promptly and to qualify or register the
Registrable Securities in such States as are reasonably requested by the
Holder(s); provided, however, that in no event shall the Company be required
to register the Registrable Securities in a State in which such registration
would cause (i) the Company to be obligated to register or license to do
business in such State, or (ii) the principal stockholders of the Company to
be obligated to escrow their shares of capital stock of the Company. The
Company shall cause any registration statement filed pursuant to the demand
rights granted under Section 5.1.1 to remain effective until all of the
Registrable Securities covered by such registration statement are sold or the
Holders may sell such securities without registration under an exemption from
registration requirements.
5.2 "PIGGY-BACK" REGISTRATION.
5.2.1 Grant of Right. In addition to the demand right of registration,
the Holders of the Purchase Options shall have the right, for a period of six
years commencing one year from the Effective Date, to include the Registrable
Securities as part of any other registration of securities filed by the
Company (other than in connection with a transaction contemplated by Rule
145(a) promulgated under the Act or pursuant to Form S-8 or any equivalent
form) provided, however, that if, in the written opinion of the Company's
managing underwriter or underwriters, if any, for such offering, the
inclusion of the Registrable Securities, when added to the securities being
registered by the Company or the selling stockholder(s), will exceed the
maximum amount of the Company's securities which can be marketed (i) at a
price reasonably related to their then current market value, or (ii) without
materially and adversely affecting the entire offering, the Company shall
nevertheless register all or any portion of the Registrable Securities
required to be so registered but such Registrable Securities shall not be
sold by the Holders until 180 days after the registration statement for such
offering has become effective and provided further that, if any securities
are registered for sale on behalf of other stockholders in such offering and
such stockholders have not agreed to defer such sale until the expiration of
such 180 day period, the number of securities to be sold by all stockholders
in such public offering during such 180 day period shall be apportioned pro
rata among all such selling stockholders, including all holders of the
Registrable Securities, according to the total amount of securities of the
Company owned by said selling stockholders, including all holders of the
Registrable Securities.
5.2.2 Terms. The Company shall bear all fees and expenses attendant to
registering the Registrable Securities, but the Holders shall pay any and all
underwriting commissions and the expenses of any legal counsel selected by
the Holders to represent them in connection with the sale of the Registrable
Securities. In the event of such a proposed regis-
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tration, the Company shall furnish the then Holders of outstanding
Registrable Securities with not less than thirty days written notice prior to
the proposed date of filing of such registration statement. Such notice to
the Holders shall continue to be given for each registration statement filed
by the Company until such time as all of the Registrable Securities have been
sold by the Holder. The holders of the Registrable Securities shall exercise
the "piggy-back" rights provided for herein by giving written notice, within
twenty days of the receipt of the Company's notice of its intention to file a
registration statement. The Company shall cause any registration statement
filed pursuant to the above "piggyback" rights to remain effective until all
of the Registrable Securities are sold or the Holders may sell such
securities without restriction under an exemption from registration
requirements.
5.3 GENERAL TERMS.
5.3.1 Indemnification. The Company shall indemnify the Holder(s) of the
Registrable Securities to be sold pursuant to any registration statement
hereunder and each person, if any, who controls such Holders within the
meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange
Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage,
expense or liability (including all reasonable attorneys' fees and other
expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act,
the Exchange Act or otherwise, arising from such registration statement but
only to the same extent and with the same effect as the provisions pursuant
to which the Company has agreed to indemnify the Representative contained in
Section 5 of the Underwriting Agreement between the Representative and the
Company, dated the Effective Date. The Holder(s) of the Registrable
Securities to be sold pursuant to such registration statement, and their
successors and assigns, shall severally, and not jointly, indemnify the
Company, against all loss, claim, damage, expense or liability (including all
reasonable attorneys' fees and other expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their
successors or assigns, in writing, for specific inclusion in such
registration statement to the same extent and with the same effect as the
provisions contained in Section 5 of the Underwriting Agreement pursuant to
which the Underwriters have agreed to indemnify the Company.
5.3.2 Exercise of Purchase Option. Nothing contained in this Purchase
Option shall be construed as requiring the Holder(s) to exercise their
Purchase Options prior to or after the initial filing of any registration
statement or the effectiveness thereof.
5.3.3 Documents Delivered to Holders. The Company shall furnish to each
Holder participating in any of the foregoing offerings and to each
underwriter of any such offering, if any, a signed counterpart, addressed to
such Holder or underwriter, of (i) an opinion of counsel to the Company,
dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, an opinion dated the
date of the closing under any underwriting agreement related thereto), and
(ii) a "cold comfort" letter dated the effective date of such
registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the
underwriting agreement) signed by the independent public accountants who have
issued a report on the Company's financial statements included in such
registration statement, in each case covering substantially the same matters
with respect to such registration statement (and the prospectus included
therein) and, in the case of such accountants' letter, with respect to events
subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer's counsel and in accountants' letters delivered
to underwriters in underwritten public offerings of securities. The
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Company shall also deliver promptly to each Holder participating in the
offering requesting the correspondence and memoranda described below and to
the managing underwriter copies of all correspondence between the Commission
and the Company, its counsel or auditors and all memoranda relating to
discussions with the Commission or its staff with respect to the registration
statement and permit each Holder and underwriter to do such investigation,
upon reasonable advance notice, with respect to information contained in or
omitted from the registration statement as it deems reasonably necessary to
comply with applicable securities laws or rules of the NASD. Such
investigation shall include access to books, records and properties and
opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable
times and as often as any such Holder shall reasonably request.
5.3.4 Underwriting Agreement. The Company shall enter into an
underwriting agreement with the managing underwriter(s) selected by any
Holders whose Registrable Securities are being registered pursuant to this
Section 5. Such agreement shall be reasonably satisfactory in form and
substance to the Company, each Holder and such managing underwriters, and
shall contain such representations, warranties and covenants by the Company
and such other terms as are customarily contained in agreements of that type
used by the managing underwriter. The Holders shall be parties to any
underwriting agreement relating to an underwritten sale of their Registrable
Securities and may, at their option, require that any or all the
representations, warranties and covenants of the Company to or for the
benefit of such underwriters shall also be made to and for the benefit of
such Holders. Such Holders shall not be required to make any representations
or warranties to or agreements with the Company or the underwriters except as
they may relate to such Holders, their shares and their intended methods of
distribution.
5.3.5 Documents to be Delivered by Xxxxxx(s). Each of the Holder(s)
participating in any of the foregoing offerings shall furnish to the Company
a completed and executed questionnaire provided by the Company requesting
information customarily sought of selling security holders.
6. Adjustments.
6.1 ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES. The Exercise
Price and the number of shares of Common Stock underlying the Purchase Option
shall be subject to adjustment from time to time as hereinafter set forth:
6.1.1 Stock Dividends--Recapitalization, Reclassification, Split-Ups. If
after the date hereof, and subject to the provisions of Section 6.3 below,
the number of outstanding shares of Common Stock is increased by a stock
dividend payable in shares of Common Stock or by a split-up, recapitalization
or reclassification of shares of Common Stock or other similar event, then,
on the effective date thereof, the number of shares of Common Stock issuable
on exercise of the Purchase Option shall be increased in proportion to such
increase in outstanding shares.
6.1.2 Aggregation of Shares. If after the date hereof, and subject to
the provisions of Section 6.3, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination or reclassification of
shares of Common Stock or other similar event, then, upon the effective date
thereof, the number of shares of Common Stock issuable on exercise of the
Purchase Option shall be decreased in proportion to such decrease in
outstanding shares.
6
6.1.3 Adjustments in Exercise Price. Whenever the number of shares of
Common Stock issuable upon the exercise of this Purchase Option is adjusted,
as provided in this Section 6.1, the Exercise Price shall be adjusted (to the
nearest cent) by multiplying such Exercise Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of
shares of Common Stock purchasable upon the exercise of this Purchase Option
immediately prior to such adjustment, and (y) the denominator of which shall
be the number of shares of Common Stock so purchasable immediately thereafter.
6.1.4 Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock
other than a change covered by Section 6.1.1 hereof or which solely affects
the par value of such shares of Common Stock, or in the case of any merger or
consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation
and which does not result in any reclassification or reorganization of the
outstanding shares of Common Stock), or in the case of any sale or conveyance
to another corporation or entity of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company
is dissolved, the Holder of this Purchase Option shall have the right
thereafter (until the expiration of the right of exercise of this Purchase
Option) to receive upon the exercise hereof, for the same aggregate Exercise
Price payable hereunder immediately prior to such event, the kind and amount
of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or other
transfer, by a Holder of the number of shares of Common Stock of the Company
obtainable upon exercise of this Purchase Option immediately prior to such
event; and if any reclassification also results in a change in shares of
Common Stock covered by Section 6.1.1, then such adjustment shall be made
pursuant to Sections 6.1.1, 6.1.3 and this Section 6.1.4. The provisions of
this Section 6.1.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.
6.1.5 Changes in Form of Purchase Option. This form of Purchase Option
need not be changed because of any change pursuant to this Section, and
Purchase Options issued after such change may state the same Exercise Price
and the same number of shares of Common Stock as are stated in the Purchase
Options initially issued pursuant to this Agreement. The acceptance by any
Holder of the issuance of new Purchase Options reflecting a required or
permissive change shall not be deemed to waive any rights to a prior
adjustment or the computation thereof.
6.2 [Intentionally Omitted]
6.3 ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be
required to issue certificates representing fractions of shares of Common
Stock upon the exercise or transfer of the Purchase Option, nor shall it be
required to issue scrip or pay cash in lieu of any fractional interests, it
being the intent of the parties that all fractional interests shall be
eliminated by rounding any fraction up or down to the nearest whole number of
shares of Common Stock or other securities, properties or rights.
7. Reservation and Listing. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the
purpose of issuance upon exercise of the Purchase Options, such number of
shares of Common Stock or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and agrees that,
upon exercise of the Purchase Options and payment of the Exercise Price
therefor, all shares of Common Stock and other securities issuable upon such
exercise shall be duly and
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validly issued, fully paid and non-assessable and not subject to preemptive
rights of any stockholder. As long as the Purchase Options shall be
outstanding, the Company shall cause all the shares of Common Stock issuable
upon exercise of the Purchase Options to be listed (subject to official
notice of issuance) on all securities exchanges (or, if applicable on Nasdaq)
on which the Common Stock issued to the public in connection herewith are
then listed and/or quoted.
8. Certain Notice Requirements.
8.1 HOLDER'S RIGHT TO RECEIVE NOTICE. Nothing herein shall be construed
as conferring upon the Holders the right to vote or consent or to receive
notice as a stockholder for the election of directors or any other matter, or
as having any rights whatsoever as a stockholder of the Company. If, however,
at any time prior to the expiration of the Purchase Options and their
exercise, any of the events described in Section 8.2 shall occur, then, in
one or more of said events, the Company shall give written notice of such
event at least fifteen days prior to the date fixed as a record date or the
date of closing the transfer books for the determination of the stockholders
entitled to such dividend, distribution, conversion or exchange of securities
or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up, consolidation, merger or sale. Such notice shall
specify such record date or the date of the closing of the transfer books, as
the case may be.
8.2 EVENTS REQUIRING NOTICE. The Company shall be required to give the
notice described in this Section 8 upon one or more of the following events:
(i) if the Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive any dividend or
distribution, or (ii) the Company shall offer to all the holders of its
Common Stock any additional shares of capital stock of the Company or
securities convertible into or exchangeable for shares of capital stock of
the Company, or any option, right or warrant to subscribe therefor, or
(iii) a dissolution, liquidation or winding up of the Company, or a
consolidation or merger where the Company is not the survivor, or a sale of
all or substantially all of its property, assets and business shall be
proposed.
8.3 NOTICE OF CHANGE IN EXERCISE PRICE. The Company shall, promptly
after an event requiring a change in the Exercise Price pursuant to Section 6
hereof, send notice to the Holders of such event and change ("Price
Notice"). The Price Notice shall describe the event causing the change and
the method of calculating same and shall be certified as being true and
accurate by the Company's Chief Executive Officer and Chief Financial Officer.
8.4 TRANSMITTAL OF NOTICES. All notices, requests, consents and other
communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made on the date of delivery if delivered personally
or sent by overnight courier, with acknowledgment of receipt to the party to
which notice is given, or on the fifth day after mailing if mailed to the
party to whom notice is to be given, by registered or certified mail, return
receipt requested, postage prepaid and properly addressed as follows: (i)
if to the registered Holder of the Purchase Option, to the address of such
Holder as shown on the books of the Company, or (ii) if to the Company, to
its principal executive office.
9. Miscellaneous.
9.1 AMENDMENTS. The Company and the Representative may from time to time
supplement or amend this Purchase Option without the approval of any of the
Holders in order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or inconsistent with any
other provisions herein, or to make any other provisions in
8
regard to matters or questions arising hereunder which the Company and the
Representative may deem necessary or desirable and which the Company and the
Representative deem shall not adversely affect the interest of the Holders.
All other modifications or amendments shall require the written consent of
the party against whom enforcement of the modification or amendment is sought.
9.2 HEADINGS. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase
Option.
9.3 ENTIRE AGREEMENT. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with
this Purchase Option) constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof, and supersedes all prior
agreements and understandings of the parties, oral and written, with respect
to the subject matter hereof.
9.4 BINDING EFFECT. This Purchase Option shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
respective successors, legal representatives and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or
claim under or in respect of or by virtue of this Purchase Option or any
provisions herein contained.
9.5 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Purchase Option
shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflict of laws. The
Company hereby agrees that any action, proceeding or claim against it arising
out of, or relating in any way to this Purchase Option shall be brought and
enforced in the courts of the State of New York or of the United States of
America for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Any process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at
the address set forth in Section 8.4 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any
action, proceeding or claim. The Company agrees that the prevailing
party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys' fees and expenses relating to
such action or proceeding and/or incurred in connection with the preparation
therefor.
9.6 WAIVER, ETC. The failure of the Company or the Holder to at any time
enforce any of the provisions of this Purchase Option shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the
validity of this Purchase Option or any provision hereof or the right of the
Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment
of any of the provisions of this Purchase Option shall be effective unless
set forth in a written instrument executed by the party or parties against
whom or which enforcement of such waiver is sought; and no waiver of any such
breach, non-compliance or non-fulfillment shall be construed or deemed to be
a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
9.7 EXECUTION IN COUNTERPARTS. This Purchase Option may be executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of
which taken together shall constitute one and the same
9
agreement, and shall become effective when one or more counterparts has been
signed by each of the parties hereto and delivered to each of the other
parties hereto.
9.8 EXCHANGE AGREEMENT. As a condition of the Holder's receipt and
acceptance of this Purchase Option, Xxxxxx agrees that, at any time prior to
the complete exercise of this Purchase Option by Xxxxxx, if the Company and
the Representative enter into an agreement ("Exchange Agreement") pursuant
to which they agree that all outstanding Purchase Options will be exchanged
for securities or cash or a combination of both, then Holder shall agree to
such exchange and become a party to the Exchange Agreement.
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IN WITNESS WHEREOF, the Company has caused this Purchase Option to be
signed by its duly authorized officer as of the _____ day of June, 1997.
GLOBAL TELECOMMUNICATION
SOLUTIONS, INC.
By:
-----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Executive Officer
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Form to be used to exercise Purchase Option:
GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
Date: ______________, 1998
The undersigned hereby elects irrevocably to exercise the within
Purchase Option and to purchase ______ shares of Common Stock of Global
Telecommunication Solutions, Inc. and hereby makes payment of $_________ (at
the rate of $_________ per share of Common Stock) in payment of the Exercise
Price pursuant thereto. Please issue the Common Stock as to which this
Purchase Option is exercised in accordance with the instructions given below.
or
The undersigned hereby elects irrevocably to convert the Purchase
Options to purchase ______ shares of Common Stock into ______ shares of
Common Stock of Global Telecommunication Solutions, Inc. The portion of this
Purchase Option being converted has a "Value" of $_________ based on a
"Market Price" of $_________ per share of Common Stock. Please issue the
Common Stock in accordance with the instructions given below.
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Signature
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Print Name
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Signature Guaranteed
NOTICE: The signature to this form must correspond with the name as
written upon the face of the within Purchase Option in every particular
without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank, other than a savings bank, or by a trust company or by
a firm having membership on a reported national securities exchange.
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name
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(Print in Block Letters)
Address
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Form to be used to assign Purchase Option:
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer of the
within Purchase Option):
FOR VALUE RECEIVED, ___________________________________________________
does hereby sell, assign and transfer unto _________________________________
the right to purchase ______ shares of Common Stock of Global
Telecommunication Solutions, Inc. ("Company") evidenced by the within
Purchase Option and does hereby authorize the Company to transfer such right
on the books of the Company.
Dated: _______________, 19__
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Signature
--------------------------------
Print Name
NOTICE: The signature to this form must correspond with the name as
written upon the face of the within Purchase Option in every particular
without alteration or enlargement or any change whatsoever.
