EXHIBIT G
AGREEMENT AND OPTION TO INVEST
This Agreement and Option to Invest (this "AGREEMENT") is made as of the
___ day of September, 1997 by and among Socket Communications, Inc., a Delaware
corporation ("SOCKET") and the investors listed on Schedule A hereto (the
"INVESTORS").
WHEREAS, each of the Investors made an investment in Socket pursuant to a
Convertible Subordinated Promissory Note dated February 14, 1997 in the
principal amount set forth opposite such Investor's name on Schedule A hereto
(the "PRIOR INVESTMENT");
WHEREAS, in connection with this Agreement, Socket and each of the
Investors have agreed to amend and restate the prior Convertible Subordinated
Promissory Note to, among other things, extend the term of such note to August
14, 1998 and reduce the conversion price from $1.00 to $0.50 per share of Socket
Common Stock (as amended and restated, the "AMENDED AND RESTATED NOTE"); and
WHEREAS, if Socket achieves certain milestones by October 31, 1997 as set
forth on Exhibit A (the "MILESTONES"), each of the Investors desires to make an
additional investment in at least the same amount as the Prior Investment
pursuant to a new Convertible Subordinated Promissory Note on substantially the
terms set forth on the Term Sheet attached hereto as Exhibit B (the "ADDITIONAL
INVESTMENT TERMS").
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants, and agreements set forth herein, the parties hereto hereby agree as
follows:
Section 1. AGREEMENT TO INVEST.
(a) Each of the Investors, severally and not jointly, agrees that,
in the event that Socket achieves the Milestones by October 31, 1997 (the "FINAL
DATE"), such Investor shall make an additional investment (the "ADDITIONAL
INVESTMENT") in Socket in at least the amount of the Prior Investment upon the
terms set forth in the Additional Investment Terms. In the event that the
Milestones are achieved as aforesaid on or prior to the Final Date, Socket shall
promptly deliver to each Investor written notice (the "MILESTONE NOTICE")
stating that such Milestones have been achieved. Within five (5) business days
following receipt of the Milestone Notice, (i) each such Investor shall make the
Additional Investment by wire transfer or certified check to Socket in
immediately available funds; and (ii) Socket shall deliver a signed Convertible
Subordinated Promissory Note that incorporates the Additional Investment Terms
(and that shall be in substantially similar form as the Amended and Restated
Note).
(b) In the event that an Investor does not make the Additional
Investment upon the completion of the Milestones as aforesaid, the conversion
price of the Amended and Restated Note of such Investor shall thereupon
immediately, and without taking any further action on the part of Socket or such
Investor, revert to a conversion price of $1.00 per share of socket Common
Stock. Each of the Investors agrees that any conversion of the Amended and
Restated Note at a conversion price of $0.50 per share of Socket Common Stock
prior to the Final Date shall be effective only upon the making of the
Additional Investment, and that any such conversion prior to the Final Date that
is not accompanied or preceded by an Additional Investment shall be at a
conversion price of $1.00 per share of Socket Common Stock.
Section 2. OPTION TO INVEST. Notwithstanding whether Socket achieves the
Milestones by or before the Final Date, each Investor shall have an option to
make an additional investment in any amount not to exceed $500,000 in the
aggregate among all such Investors on the Additional Investment Terms. Such
option shall expire on the fifth business day following the Final Date. Such
option shall be exercised by
Agreement and Option to Invest
Page 2
written notice to Socket, which notice shall state the amount of the
additional investment that such Investor intends to make and shall be in the
form attached hereto as Exhibit C.
Section 3. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS. Each of the
Investors, severally but not jointly, hereby represents and warrants to the
Company as follows:
(a) Investor has been advised and acknowledges: (i) that the new
Convertible Subordinated Promissory Noted (the "NEW NOTE") to be issued to
Investor under this Agreement, Common Stock of the Company issuable upon
conversion of the New Note (with this Agreement, the option granted hereunder,
the New Note and such Common Stock being hereinafter referred to as the
"SECURITIES") have not been, and when issued, will not be registered under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), the securities laws
of any state of the United States or the securities laws of any other country;
(ii) that in issuing and selling the Securities to Investor pursuant hereto, the
Company is relying upon the "safe harbor" provided by Regulation S and/or on
Section 4(2) under the Securities Act; (iii) that it is a condition to the
availability of the Regulation S safe harbor that the Securities not be offered
or sold in the United States or to a U.S. Person until the expiration of a
period of forty (40) days following the issuance of such Securities; (iv) that,
notwithstanding the foregoing, prior to the expiration of forty (40) days after
the issuance of such Securities (the "RESTRICTED PERIOD"), the Securities may be
offered and sold by the Investor thereof solely either: (A) if the offer or sale
is within the United States or to or for the account of a U.S. Person (as such
terms are defined in Regulation S), the securities are offered and sold pursuant
to an effective registration statement or pursuant to Rule 144 under the
Securities Act or pursuant to an exemption from the registration requirements of
the Securities Act; or (B) the offer and sale is outside the United States and
to other than a U.S. Person. The foregoing restrictions are binding upon
subsequent transferees of the Securities, except for transferees pursuant to an
effective registration statement. After the Restricted Period, the Securities
may be offered or sold within the United States or to or for the account of a
U.S. Person only pursuant to applicable securities laws.
(b) As used herein, the term "United States" means and includes the
United States of America, its territories and possessions, any State of the
United States, and the District of Columbia, and the term "U.S. Person" (as
defined in Regulation S) means: (i) a natural person (regardless of citizenship)
resident in the United States; (ii) any partnership or corporation organized or
incorporated under the laws of the United States; (iii) any estate or trust of
which any executor, administrator or trustee is a U.S. Person; (iv) any agency
or branch of a foreign entity located in the United States; (v) any
nondiscretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary for the benefit or account of a U.S. Person
(whether or not the dealer or other fiduciary is a U.S. Person); (vi) any
discretionary account or similar account (other than an estate or trust) held by
a dealer or other fiduciary organized, incorporated and (if an individual)
resident in the United States; and (vii) a corporation or partnership organized
under the laws of any jurisdiction other than the United States by a U.S. Person
principally for the purpose of investing in securities that have not been
registered under the Securities Act, unless organized or incorporated and owned
entirely by accredited investors (as defined in Rule 501(a) under the Securities
Act) who are not natural persons, estates or trusts.
(c) Investor agrees that with respect to the Securities until the
expiration of the Restricted Period: (i) Investor, its agents or representatives
have not and will not solicit offers to buy, offer for sale or sell any of the
Securities, or any beneficial interest therein in the United States or to or for
the account of a U.S. Person during the Restricted Period; and (ii) that,
notwithstanding the foregoing, prior to the expiration of the Restricted Period,
the Securities may be offered and sold by the Investor thereof either: (A) if
the offer or sale is within the United States or to or for the account of a U.S.
Person (as such terms are
Agreement and Option to Invest
Page 3
defined in Regulation S), the securities are offered and sold pursuant to an
effective registration statement or pursuant to Rule 144 under the Securities
Act or pursuant to an exemption from the registration requirements of the
Securities Act; or (B) the offer and sale is outside the United States and to
other than a U.S. Person. The foregoing restrictions are binding upon
subsequent transferees of the Securities, except for transferees pursuant to
an effective registration statement. Investor agrees that after the
Restricted Period, the Securities may be offered or sold within the United
States or to or for the account of a U.S. Person only pursuant to applicable
securities laws.
(d) Investor has not engaged, nor is it aware that any party has
engaged, and Investor will not engage or cause any third party to engage in any
directed selling efforts (as such term is defined in Regulation S) in the United
States with respect to the Securities.
(e) Investor (i) is domiciled and has its principal place of
business outside the United States, (ii) certifies it is not a U.S. Person and
is not acquiring the securities for the account or benefit of any U.S. Person,
and (iii) any persons acting on Investor's behalf in connection therewith will
be located outside the United States.
(f) Investor is acquiring the Securities either: (i) for its own
account; or (ii) for the account and benefit of clients of whom none is a U.S.
Person and for whom Investor has, and for the entire Restricted Period will
continue to have, full investment discretion with respect to the purchase,
holding and disposition of the Securities.
(g) Investor is not a "distributor" (as defined in Regulation S) or
a "dealer" (as defined in the Securities Act).
(h) By reason of Investor's business or financial experience, or
that of the Investor's professional advisors, Investor has the capacity to
protect Investor's own interests in connection with the acquisition of the
Securities and has the ability to bear the economic risk (including the risk of
total loss) of Investor's investment.
(i) Investor further covenants that Investor will not make any sale,
transfer or other disposition of the Securities in violation of the Securities
Act, the Securities and Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
or the rules of the Securities and Exchange Commission promulgated under the
Securities Act or the Exchange Act.
(j) Investor covenants that Investor will sell, transfer or
otherwise dispose of the Securities only in a manner consistent with such
Investor's representations and covenants set forth in this Section 2. In
connection therewith, Investor acknowledges that, upon issuance of the shares of
Common Stock of the Company upon conversion of the New Note, the Company shall
make a notation in its stock books regarding the restrictions on transfer set
forth in this Section 2 and shall transfer such shares on the books of the
Company only to the extent not inconsistent therewith.
(k) Investor acknowledges that Company has given Investor access to
all documents and other information required for Investor to make an informed
decision with respect to the acceptance of the Securities. In this regard,
Investor acknowledges that it has received and reviewed, among other things, the
following documents filed by the Company with the Securities and Exchange
Commission: (i) the Company's Quarterly Report on Form 10-QSB for the quarters
ended March 31, 1997 and June 30, 1997 and (ii) the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1996.
Agreement and Option to Invest
Page 4
Section 4. MISCELLANEOUS.
(a) This Agreement shall be governed in all respects by the laws of
the State of California.
(b) The provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto, provided, however, that the rights of an Investor hereunder
shall not be assignable without the consent of the Company, which consent shall
not be unreasonably withheld.
(c) This Agreement and the other documents delivered pursuant hereto
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and thereof. Neither this Agreement nor any
term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought.
(d) All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed effectively given upon
delivery to the party to be notified in person or by courier service or five
days after deposit with the United States mail, by registered or certified mail,
postage prepaid, addressed (a) if to an Investor, at such Investor's address set
forth in SCHEDULE A or at such other address as such Investor shall have
furnished to the Company in writing, or (b) if to the Company, one copy should
be sent to its executive offices located at 00000 Xxxxxxx Xxxxx, Xxxxxx, XX and
addressed to the attention of the Corporate Secretary, or at such other address
as the Company shall have furnished to the Investors.
(e) No delay or omission to exercise any right, power or remedy
accruing to the Company, upon any breach or default of any Investor under this
Agreement, shall impair any such right, power or remedy of the Company nor shall
it be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach of default be deemed a waiver of any other
breach or default therefore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any holder of any
breach or default under this Agreement, or any waiver on the part of any holder
of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to the
Company, shall be cumulative and not alternative.
(f) This Agreement may be executed in any number of counterparts,
each of which may be executed by less than all of the Investors, each of which
shall be enforceable against the parties actually executing such counterparts,
and all of which together shall constitute one instrument.
(g) In the event that any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision; provided that no such severability shall be effective if it
materially changes the economic benefit of this Agreement to any party.
Agreement and Option to Invest
Page 5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
SOCKET COMMUNICATIONS, INC.
By:
----------------------------------
Name:
-------------------------------
Title:
-------------------------------
Agreement and Option to Invest
Page 6
COUNTERPART SIGNATURE PAGE TO
AGREEMENT AND OPTION TO INVEST
DATED AS OF SEPTEMBER _____, 1997
"INVESTOR"
If you are an individual, please sign and Name (Please Print)
print your name to the right
-------------------------------
-------------------------------
Signature
Address:
-----------------------
-------------------------------
If you are signing on behalf of an entity, Name of Organization
please print the legal name of the entity
and sign to the right, indicating your title -------------------------------
By:
----------------------------
Name of Signatory (Please Print)
-------------------------------
-------------------------------
Signature
Title:
-------------------------
Address:
-----------------------
-------------------------------
Agreement and Option to Invest
Page 7
SCHEDULE A
INVESTORS
------------------------------------------------------------------------------
------------------------------------------------------------------------------
PRIOR
INVESTOR / ADDRESS INVESTMENT
AMOUNT
------------------------------------------------------------------------------
ForetagsByggarna BV $140,000
x/x XXX
X.X. Xxx 0000
0000 XX Xxxxxxxxx, Xxxxxxx
------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxxx $ 20,000
Xxxxxxxxxxxxx 00
000 00 Xxxxxx, Xxxxxx
------------------------------------------------------------------------------
Xxxxx Xxxxxxx $ 15,000
Xxxxxxxxx 0
000 00 Xxxxxxxxxx, Xxxxxx
------------------------------------------------------------------------------
Jelka Forvaltning AB $ 8,000
Xxxxxxxxxx 00
000 00 Xxxxxxxxx, Xxxxxx
------------------------------------------------------------------------------
Xxxxxx Gemvik $ 6,000
Xxxxxxxxxx 0
000 00 Xxxx, Xxxxxx
------------------------------------------------------------------------------
Bona Utilia AB $ 3,000
Xxxxxxxx Xxxx, XX 0000
000 00 Xxxxxx, Xxxxxx
------------------------------------------------------------------------------
Cambista AB $ 3,000
Xxx 00000
000 00 Xxxxxxxxx, Xxxxxx
------------------------------------------------------------------------------
Sutre Xxxxxx $ 3,000
Hildur Xxxxxxxxxxxxx 0X
000 00 Xxxxxxx, Xxxxxx
------------------------------------------------------------------------------
Xxxxx Xxxxxxxxx $ 2,000
Xxxxxxxxxxx 0
000 00 Xxxxxxxxx, Xxxxxx
------------------------------------------------------------------------------
Available for Additional Investment $300,000
------------------------------------------------------------------------------
TOTAL $500,000
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Agreement and Option to Invest
Page 8
EXHIBIT A
MILESTONES
1. SIGNIFICANT DEVELOPMENT CONTRACTS. (a) The Development Contract is
completed with Microsoft Corporation for development and licensing of the
Kontiki prototypes; and (b) Socket and Cetronic continue the development,
manufacturing and distribution of the Kontiki product and the development,
manufacturing and distribution of the PDi Server product.
2. RECEIPT OF DEVELOPMENT FUNDING. (a) Payment of $100,000 has been received
from Microsoft Corporation in connection with the delivery of Kontiki
Phase I deliverables (designs and plastic models); and (b) Payment of
$100,000 has been received from Mitsubishi Corporation in connection with
funding the Kontiki development program.
3. COMBINATION PLANNING. The Combination Agreement has not been terminated by
either Socket or Cetronic.
4. SOCKET REVENUES FOR THE THIRD QUARTER. Net revenues for the quarter ending
September 30, 1997 are at least $1,400,000.
5. SOCKET SHARE PRICE. The average closing common stock price on the OTC
Bulletin Board during the ten (10) trading days immediately preceding
October 31, 1997 is not below $0.70 per share.
Agreement and Option to Invest
Page 9
EXHIBIT B
ADDITIONAL INVESTMENT TERMS
PRINCIPAL AMOUNT $500,000
INTEREST RATE 8% per annum
MATURITY DATE One year from date of issue
CONVERSION Principal and accrued interest will be
convertible into Socket Common Stock on
demand at the rate of $0.50 per share.
SUBORDINATION The New Note shall be subordinated to the
CivicBank of Commerce loan and the World
Trade Finance loan on the same terms as the
prior note.
EVENTS OF DEFAULT An Event of Default shall mean the failure to
pay principal or interest when due an failure
to make such payment with five (5) business
days of Company's receipt of Holder's written
notice to Company of such failure to pay. In
the Event of Default, the Holder shall have
the right to convert outstanding principal
and accrued interest into Common Stock of the
Company at a conversion price equal to the
lower of (i) the Conversion Price or (ii) 75%
of the average closing price of the Company's
Common Stock on the OTC Bulletin Board or
Nasdaq SmallCap Market, as applicable, for
the five (5) business days prior to the date
of the Event of Default.
OTHER TERMS All other terms shall be substantially the
same as the Prior Note.
Agreement and Option to Invest
Page 10
EXHIBIT C
EXERCISE NOTICE
Socket Communications, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: President
1. EXERCISE OF OPTION. The undersigned ("Investor") hereby elects to
exercise Investor's option to invest an additional $____________ in Socket
Communications, Inc. (the "Company") under and pursuant to Section 2 of the
Agreement and Option to Invest dated September ___, 1997 (the "Agreement") by
and among the Company and the investors listed on Schedule A thereto.
Capitalized terms used but not otherwise defined in this Exercise Notice shall
have the respective meanings given to them in the Agreement.
2. REPRESENTATIONS OF OPTIONEE. Investor represents and warrants to the
Company that:
(i) Investor has been advised and acknowledges: (i) that the
Convertible Subordinated Promissory Note (the "Note") to be issued to Investor
under this Exercise Notice and the Agreement, and the Common Stock of the
Company issuable upon conversion of the Note (with the Note and such Common
Stock being hereinafter referred to as the "Securities") have not been, and when
issued, will not be registered under the Securities Act, the securities laws of
any state of the United States or the securities laws of any other country;
(ii) that in issuing and selling the Securities to Investor pursuant thereto,
the Company is relying upon the "safe harbor" provided by Regulation S and/or on
Section 4(2) under the Securities Act; (iii) that it is a condition to the
availability of the Regulation S safe harbor that the Securities not be offered
or sold in the United States or to a U.S. Person until the expiration of a
period of 40 days following the issuance of such Securities; (iv) that,
notwithstanding the foregoing, prior to the expiration of 40 days after the
issuance of such Securities (the "Restricted Period"), the Securities may be
offered and sold by the Investor thereof solely either: (A) if the offer or
sale is within the United States or to or for the account of a U.S. Person (as
such terms are defined in Regulation S), the securities ares offered and sold
pursuant to an effective registration statement or pursuant to Rule 144 under
the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act; or (B) the offer and sale is outside the
United State and to other than a U.S. Person. The foregoing restrictions are
binding upon subsequent transferees of the Securities, except for transferees
pursuant to an effective registration statement. After the Restricted Period,
the Securities may be offered or sold within the United States or to or for the
account of a U.S. Person only pursuant to applicable securities laws.
(ii) As used herein, the term "United States" means and includes
the United States of America, its territories and possessions, any State of the
United States, and the District of Columbia, and the term "U.S. Person" (as
defined in Regulations S) means: (i) a natural person (regardless of
citizenship) resident in the United States; (ii) any partnership or corporation
organized or incorporated under the laws of the United States; (iii) any estate
or trust of which any executor, administrator or trustee is a U.S. person;
(iv) any agency or branch of a foreign entity located in the United State; (v)
any nondiscretionary account or
Agreement and Option to Invest
Page 11
similar account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. Person (whether or not the
dealer or other fiduciary is a U.S. Person); (vi) any discretionary account
or similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated and (if an individual) resident in the
United States; and (vii) a corporation or partnership organized under the
laws of any jurisdiction other than the United States by a U.S. Person
principally for the purpose of investing in securities that have not been
registered under the Securities Act, unless organized or incorporated and
owned entirely by accredited investors (as defined in Rule 501(a) under the
Securities Act) who are not natural persons, estates or trusts.
(iii) Investor agrees that with respect to the Securities until the
expiration of the Restricted Period: (i) Investor, its agents or
representatives have not and will not solicit offers to buy, offer for sale or
sell any of the Securities, or any beneficial interest therein in the United
States or to or for the account of a U.S. person during the Restricted Period;
and (ii) that, notwithstanding the foregoing, prior to the expiration of the
Restricted Period, the Securities may be offered and sold by the Investor
thereof either: (A) if the offer or sale is within the United States or to or
for the account of a U.S. Person (as such terms are defined in Regulations S),
the securities are offered and sold pursuant to an effective registration
statement or pursuant to Rule 144 under the Securities Act or pursuant to an
exemption from the registration requirements of the Securities Act; or (B) the
offer and sale is outside the United States and to other than a U.S. Person.
The foregoing restrictions are binding upon subsequent transferees of the
Securities, except for transferees pursuant to an effective registration
statement. Investor agrees that after the Restricted Period, the Securities may
be offered or sold within the United States or to or for the account of a U.S.
person only pursuant to applicable securities laws.
(iv) Investor has not engaged, nor is it aware that any party has
engaged, and Investor will not engage or cause any third party to engage in any
directed selling efforts (as such term is defined in Regulation S) in the United
States with respect to the Securities.
(v) Investor (i) is domiciled and has its principal place of
business outside the United States, (ii) certifies it is not a U.S. Person and
is not acquiring the securities for the account or benefit of any U.S. Person,
and (iii) any persons acting on Investor's behalf in connection therewith will
be located outside the United States.
(vi) Investor is acquiring the Securities either: (i) for its own
account; or (ii) for the account and benefit of clients of whom none is a U.S.
Person and for whom Investor has, and for the entire Restricted Period will
continue to have, full investment discretion with respect to the purchase,
holding and disposition of the Securities.
(vii) Investor is not a "distributor" (as defined in Regulation S)
or a "dealer" (as defined in the Securities Act).
(viii) By reason of Investor's business or financial experience, or
that of the Investor's professional advisor, Investor has the capacity to
protect Investor's own interests in connection with the acquisition of the
Securities and has the ability to bear the economic risk (including the risk of
total loss) of Investor's investment.
(ix) Investor further covenants that Investor will not make any
sale, transfer or other disposition of the Securities in violation of the
Securities Act, the Securities and Exchange Act of 1934, as
Agreement and Option to Invest
Page 12
amended (the "Exchange Act"), or the rules of the Securities and Exchange
Commission promulgated under the Securities Act or the Exchange Act.
(x) Investor covenants that Investor will sell, transfer or
otherwise dispose of the Securities only in a manner consistent with such
Investor's representations and covenants sets forth in this Section 2. In
connection therewith, Investor acknowledges that, upon issuance of the shares of
Common Stock of the Company upon conversion of the Note, the company shall make
a notation in its stock books regarding the restrictions on transfer set forth
in this Section 2 and shall transfer such shares on the books of the Company
only to the extent not inconsistent therewith.
(xi) Investor acknowledges that Company has given Investor access
to all documents and other information required for Investor to make an informed
decision with respect to the acceptance of the Securities. In this regard,
Investor acknowledges that it has received and reviewed, among other things, the
following documents filed by the Company with the Securities and Exchange
Commission: (i) the Company's Quarterly Report on Form 10-QSB for the quarters
ended March 31, 1997 and June 31, 1997 and (ii) the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1996.
3. CONVERTIBLE SUBORDINATED PROMISSORY NOTE. Investor herewith delivers
to the Company a certified check or wire transfer in the amount of the
investment that Optionee has elected make. Upon receipt of such check or wire
transfer, the Company shall promptly execute and deliver to Investor a
Convertible Subordinated Promissory Note that incorporates the Additional
Investment Terms (and that shall be in substantially similar form as the note
evidencing the Prior Investment).
Agreement and Option to Invest
Page 13
4. ENTIRE AGREEMENT. The Agreement is incorporated herein by reference.
This Exercise Notice and Agreement constitute the entire agreement of the
parties and supersede in their entirety all prior undertakings and agreements of
the Company and Investor with respect to the subject matter hereof. This
Exercise Notice and the Agreement are governed by California law except for that
body of law pertaining to conflict of laws.
Submitted by: Accepted by:
INVESTOR: Socket Communications, Inc.
By:
--------------------------------- -------------------------------
Address: Its:
------------------------- ------------------------------
-------------------------
Dated: Dated:
---------------------------- ---------------------------
