OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of December 11, 1998 (this "Agreement"),
between Kensington Acquisition Sub, Inc., a Delaware corporation ("Purchaser"),
and Cellular Communications International, Inc., a Delaware corporation (the
"Company").
WHEREAS, Purchaser and the Company, concurrently with the execution and
delivery of this Agreement, have entered into an Agreement and Plan of Merger,
dated as of the date hereof (the "Merger Agreement"), providing for, among other
things, the merger of Purchaser with and into the Company (the "Merger"); and
WHEREAS, as a condition to the willingness of Purchaser to enter into the
Merger Agreement, Purchaser has required that the Company agree, and in order to
induce Purchaser to enter into the Merger Agreement the Company has agreed, to
grant Purchaser the Option (as defined below) upon the terms and subject to the
conditions of this Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual promises,
representations, warranties, covenants and agreements contained herein and in
the Merger Agreement, the parties hereto, intending to be legally bound hereby,
agree as follows:
ARTICLE I
THE OPTION
SECTION 1.1 Grant of Option. The Company hereby grants to Purchaser an
irrevocable option (the "Option") to purchase up to 4,338,133 newly-issued
shares ("Shares") of the Common Stock, par value $.01 per share ("Company Common
Stock"), of the Company at a purchase price per share of $65.75 (the "Exercise
Price"), in the manner set forth in Sections 1.2 and 1.3 of this Agreement;
provided, however, that in no event shall the number of Shares for which the
Option is exercisable exceed 19.9% of the Company's issued and outstanding
shares of Company Common Stock. The number of Shares that may be received upon
the exercise of the Option and the Exercise Price are subject to adjustment as
herein set forth. This Agreement shall terminate, and the Option hereby granted
shall expire, on the earliest of (i) the Effective Time (as defined in the
Merger Agreement) and (ii) to the extent that no Option Notice (as defined
below) has theretofore been given by Purchaser, six (6) months after any
termination of the Merger Agreement pursuant to Section 8.1(b), (f)(ii), (g),
(h) or (i) thereof and at the time of termination
of the Merger Agreement pursuant to Section 8.1(a), (c), (d), (e) or (f)(i).
SECTION 1.2 Exercise Of Option. At any time or from time to time prior to
the termination of the Option granted hereunder in accordance with the terms of
this Agreement (other than such time as Purchaser is in material breach of its
obligations under the Merger Agreement), Purchaser (or its designee) may
exercise the Option, in whole or in part, if on or after the date hereof:
(a) any corporation, partnership, individual, trust, unincorporated
association, or other entity or "person" (as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),) other than
Purchaser or any of its "affiliates" (as defined in the Exchange Act) (a "Third
Party"), shall have:
(i) commenced or announced an intention to commence a tender offer or
exchange offer for any shares of Company Common Stock, the consummation of
which would result in "beneficial ownership" (as defined under the Exchange
Act) by such Third Party (together with all such Third Party's affiliates
and "associates" (as such term is defined in the Exchange Act)) of 15% or
more of the then outstanding voting equity of the Company (either on a
primary or a fully diluted basis); or
(ii) acquired beneficial ownership of shares of Company Common Stock
which, when aggregated with any shares of Company Common Stock already
owned by such Third Party, its affiliates and associates, would result in
the aggregate beneficial ownership by such Third Party, its affiliates and
associates of 15% or more of the then outstanding voting equity of the
Company (either on a primary or a fully diluted basis); provided, however,
that "Third Party" for purposes of this clause (ii) shall not include any
corporation, partnership, person, other entity or group which beneficially
owns more than 15% of the outstanding voting equity of the Company (either
on a primary or a fully diluted basis) as of the date hereof and that does
not, after the date hereof, increase such ownership percentage by more than
an additional 1% of the outstanding voting equity of the Company (either on
a primary or a fully diluted basis); or
(b) any of the events described in Section 8.1(g) (so long as following the
date hereof but prior to any termination there shall have been a Takeover
Proposal Interest (as defined in the Merger Agreement)), 8.1(h) or 8.1(i) of the
Merger Agreement that would allow Purchaser to terminate the Merger Agreement
has occurred (but without the necessity of Purchaser having terminated the
Merger Agreement).
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In the event that Purchaser wishes to exercise all or any part of the
Option, Purchaser shall give written notice (the "Option Notice," with the date
of the Option Notice being hereinafter called the "Notice Date") to the Company
specifying the number of Shares it will purchase and a place and date (not
earlier than three (3) nor later than twenty (20) business days from the Notice
Date) for closing such purchase (a "Closing"). Purchaser's obligation to
purchase Shares upon any exercise of the Option is subject (at its election) to
the conditions that (i) no preliminary or permanent injunction or other order
against the purchase, issuance or delivery of the Shares issued by any federal,
state or foreign court of competent jurisdiction shall be in effect (and no
action or proceeding shall have been commenced or threatened for purposes of
obtaining such an injunction or order), (ii) any applicable waiting period under
the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR
Act") shall have expired and (iii) there shall have been no material breach of
the representations, warranties, covenants or agreements of the Company
contained in this Agreement or the Merger Agreement; provided, however, that any
failure by Purchaser to purchase Shares upon exercise of the Option at any
Closing as a result of the nonsatisfaction of any of such conditions shall not
affect or prejudice Purchaser's right to purchase such Shares upon the
subsequent satisfaction of such conditions. Upon request by Purchaser, the
Company will promptly take all action required to effect all necessary filings
by the Company under the HSR Act.
SECTION 1.3 Purchase of Shares. At any Closing, (i) the Company will
deliver to Purchaser the certificate or certificates representing the number of
Shares being purchased in proper form for transfer upon exercise of the Option
in the denominations designated by Purchaser in the Option Notice, and, if the
Option has been exercised in part, a new Option evidencing the rights of
Purchaser to purchase the balance of the Shares subject thereto, and (ii)
Purchaser shall pay the aggregate purchase price for the Shares to be purchased
by delivery to the Company of a certified or bank cashier's check payable in New
York Clearing House funds to the order of the Company in the amount of the
Exercise Price times the number of Shares to be purchased.
SECTION 1.4 Adjustments Upon Share Issuances, Changes in Capitalization,
etc. (a) In the event of any change in Company Common Stock or in the number of
outstanding shares of Company Common Stock by reason of a stock dividend,
split-up, recapitalization, combination, exchange of shares or similar
transaction or any other change in the corporate or capital structure of the
Company (including, without limitation, the declaration or payment of an
extraordinary dividend of cash, securities or other property), the type and
number of the Shares to be issued by the Company upon exercise of the Option
shall be adjusted appropriately, and proper provision shall be made in the
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agreements governing such transaction, so that Purchaser shall receive upon
exercise of the Option the number and class of shares or other securities or
property that Purchaser would have received in respect to the Company Common
Stock if the Option had been exercised immediately prior to such event, or the
record date therefor, as applicable, and the holder of such Company Common Stock
had elected to the fullest extent it would have been permitted to elect, to
receive such securities, cash or other property.
(b) In the event that the Company shall enter into an agreement (i) to
consolidate with or merge into any person, other than Purchaser or one of its
subsidiaries, and shall not be the continuing or surviving corporation of such
consolidation or merger, (ii) to permit any person, other than Purchaser or one
of its subsidiaries, to merge into the Company and the Company shall be the
continuing or surviving corporation, but, in connection with such merger, the
then outstanding shares of Company Common Stock shall be changed into or
exchanged for stock or other securities of the Company or any other person or
cash or any other property, or then outstanding shares of Company Common Stock
shall after such merger represent less than 50% of the outstanding shares and
share equivalents of the surviving corporation or (iii) to sell or otherwise
transfer all or substantially all of its assets to any person, other than
Purchaser or one of its subsidiaries, then, and in each such case, proper
provision shall be made in the agreements governing such transaction so that
Purchaser shall receive upon exercise of the Option the number and class of
shares or other securities or property that Purchaser would have received in
respect of Company Common Stock if the Option had been exercised immediately
prior to such transaction, or the record date therefor, as applicable, and the
holder of such Company Common Stock had elected to the fullest extent it would
have been permitted to elect, to receive such securities, cash or other
property.
(c) The rights of Purchaser under this Section 1.4 shall be in addition to,
and shall in no way limit, its rights against the Company for any breach of the
Merger Agreement.
(d) The provisions of this Agreement shall apply with appropriate
adjustments to any securities for which the Option becomes exercisable pursuant
to this Section 1.4.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Purchaser as follows:
SECTION 2.1 Authority Relative to this Agreement. The Company is a
corporation duly organized and validly existing under the laws of the State of
Delaware. The Company has all necessary power and authority (corporate and
otherwise) to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation by the Company of the
transactions contemplated hereby have been duly and validly authorized by the
Board of Directors of the Company, and no other corporate proceeding on the part
of the Company is necessary to authorize this Agreement or for the Company to
consummate such transactions. This Agreement has been duly and validly executed
and delivered by the Company.
SECTION 2.2 No Conflict; Required Filings and Consents. The execution and
delivery of this Agreement by the Company do not, and the performance of this
Agreement by the Company will not, (i) conflict with or violate the Restated
Certificate of Incorporation or Bylaws of the Company, (ii) conflict with or
violate any law, rule, regulation, order, judgment or decree applicable to the
Company or by which the Company is bound or affected, (iii) result in any breach
of or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or encumbrance of any kind on any of the Shares pursuant to, any agreement,
contract, indenture, notice or instrument to which the Company is a party or by
which the Company is bound or affected, or (iv) except for applicable
requirements, if any, of the HSR Act, the Exchange Act and the Securities Act of
1933, as amended (the "Securities Act"), require any filing by the Company with,
or any permit, authorization, consent or approval of, any governmental or
regulatory authority, domestic or foreign.
SECTION 2.3 Option Shares. The Company has taken all necessary corporate
action to authorize and reserve for issuance upon exercise of the Option a total
of 4,338,133 Shares, and the Shares, when issued and delivered by the Company to
Purchaser (or its designee) upon exercise of the Option will be duly authorized,
validly issued, fully paid and nonassessable shares of Company Common Stock, and
will be free and clear of any security interests, liens, claims, pledges,
charges or encumbrances of any kind.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to the Company as follows:
SECTION 3.1 Authority Relative to this Agreement. Purchaser is a
corporation duly organized and validly existing under the laws of the State of
Delaware. Purchaser has all necessary power and authority (corporate and
otherwise) to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation by Purchaser of the
transactions contemplated hereby have been duly authorized by the Board of
Directors of Purchaser, and no other corporate proceeding on the part of
Purchaser is necessary to authorize this Agreement or for Purchaser to
consummate such transactions. This Agreement has been duly executed and
delivered by Purchaser and, assuming its due authorization, execution and
delivery by the Company, constitutes a legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms.
SECTION 3.2 No Conflict, Required Filing and Consents. The execution and
delivery of this Agreement by Purchaser do not, and the performance of this
Agreement by Purchaser will not, (i) conflict with or violate the organizational
documents of Purchaser, (ii) conflict with or violate any law, rule, regulation,
order, judgment or decree applicable to Purchaser or by which Purchaser is bound
or affected, (iii) result in any breach of or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
any agreement, contract, indenture, note or instrument to which Purchaser is a
party or by which it is bound or affected or (iv) except for applicable
requirements, if any, of the HSR Act, the Exchange Act and the Securities Act,
require any filing by Purchaser with, or any permit, authorization, consent or
approval of, any governmental or regulatory authority, domestic or foreign,
except in the case of each of the foregoing clauses (i) through (iv) for any
such conflicts, violations, breaches, defaults, failures to file or obtain the
consent or approval of, or other occurrences that would not cause or create a
material risk of non-performance or delayed performance by Purchaser of its
obligations under this Agreement.
SECTION 3.3 Investment Intent. The purchase of Shares pursuant to this
Agreement is for the account of Purchaser for the purpose of investment and not
with a view to or for sale in connection with any distribution thereof within
the meaning of
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the Securities Act and the rules and regulations promulgated thereunder.
ARTICLE IV
ADDITIONAL AGREEMENTS
SECTION 4.1 Registration Rights; Listing of Shares. (a) Upon the written
request of Purchaser, the Company agrees to effect up to two registrations under
the Securities Act and any applicable state securities laws covering any part or
all of the Option (provided that only Shares will be distributed to the public)
and any part or all of the Shares purchased under this Agreement, which
registration shall be continued in effect for 90 days, unless, in the written
opinion of counsel to the Company, addressed to Purchaser and reasonably
satisfactory in form and substance to counsel for Purchaser, such registration
is not required for the sale and distribution of such Shares in the manner
contemplated by Purchaser. The registration effected under this paragraph shall
be effected at the Company's expense except for any underwriting commissions. If
Shares are offered in a firm commitment underwriting, the Company will provide
reasonable and customary indemnification to the underwriters. In the event of
any demand for registration pursuant to this paragraph, the Company may delay
the filing of the registration statement for a period of up to 90 days if, in
the good faith judgment of the Board of Directors of the Company, such delay is
necessary in order to avoid interference with a planned material transaction
involving the Company. In the event the Company effects a registration of
Company Common Stock for its own account or for any other stockholder of the
Company (other than on Form S-4 or Form S-8 or any successor or similar form),
it shall allow Purchaser to participate in such registration; provided, however,
that if the managing underwriters in such offering advise the Company in writing
that in their opinion the number of shares of Company Common Stock requested to
be included in such registration exceeds the number which can be sold in such
offering, the Company will include the securities requested to be included
therein pro rata among the holders requesting to be included.
(b) The Company shall, at its expense, use its best efforts to cause the
Shares to be approved for listing on the Nasdaq National Market (the "NNM")
subject to notice of issuance, as promptly as practicable following the date of
this Agreement, and will provide prompt notice to the NNM of the issuance of
each Share pursuant to any exercise of the Option.
SECTION 4.2 Right to Sell Option. At any time that Purchaser is entitled to
exercise the Option pursuant to Section 1.2 hereof, Purchaser may elect, in its
sole discretion, to sell the Option to the Company in lieu of exercising the
Option. The
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Company shall be required to purchase the Option from Purchaser on the third
business day after the Purchaser gives the Company written notice of such
election for a cash price (payable by certified or official bank check in same
day funds to Purchaser or its designee) equal to the product of the number of
Shares then covered by the Option multiplied by the excess over the Exercise
Price of the greater of (x) the closing price of a share of Company Common Stock
on the NNM on the last trading day prior to the date of such notice and (y) the
highest price per share of Company Common Stock paid or proposed to be paid to
any holder thereof by any person in any Takeover Proposal (as defined in the
Merger Agreement). The Company shall give Purchaser prompt written notice of the
occurrence of any event set forth in Section 1.2 hereof and of any agreements or
proposals relating to such an event, but the failure to give any such notice
shall not limit Purchaser's right to require the Company to purchase the Option
pursuant to this Section 4.2.
SECTION 4.3 Limitation on Profit. (a) Notwithstanding any other provision
of this Agreement, in no event shall Purchaser's Total Profit (as defined below)
exceed $14 million and, if it otherwise would exceed such amount, Purchaser, at
its sole election, shall either (a) reduce the number of shares of Company
Common Stock subject to the Option, (b) deliver to the Company for cancellation
Shares previously purchased by Purchaser, (c) pay cash to the Company, or
(d) any combination thereof, so that Purchaser's actually realized Total Profit
shall not exceed $14 million after taking into account the foregoing actions.
(b) As used herein, the term "Total Profit" shall mean the aggregate amount
(before taxes) of the following: (i) (x) the net cash amounts received by
Purchaser pursuant to the sale of Shares (or any other securities into which
such Shares are converted or exchanged) to any unaffiliated party, less (y)
Purchaser's purchase price of such Shares, and (ii) any Notional Total Profit
(as defined below).
(c) As used herein, the term "Notional Total Profit" with respect to the
total number of Shares as to which Purchaser could propose to exercise the
Option shall be the Total Profit determined as of the date of such proposal
assuming that the Option were fully exercised on such date for such number of
Shares and assuming that such Shares, together with all other Shares held by
Purchaser and its affiliates as of such date, were sold for cash at the closing
market price for the Company Common Stock as of the close of business on the
preceding trading day (less customary brokerage commissions).
SECTION 4.4 Transfer of Shares; Restrictive Legend. Purchaser agrees not to
transfer or otherwise dispose of the Shares, or any interest therein, without
first providing to the Company an opinion of counsel for Purchaser, reasonably
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satisfactory in form and substance to counsel for the Company, to the effect
that such transfer or disposition will not violate the Securities Act or any
applicable state law governing the offer and sale of securities, and the rules
and regulations thereunder. Purchaser further agrees to the placement on the
certificate(s) representing the Shares of the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE
REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE."
provided that upon provision to the Company of any opinion of counsel for
Purchaser, reasonably satisfactory in form and substance to counsel for the
Company, to the effect that such legend is no longer required under the
provisions of the Securities Act or applicable state securities laws, the
Company shall promptly cause new unlegended certificates representing such
Shares to be issued to Purchaser against surrender of such legended
certificates.
SECTION 4.5 Best Efforts. Subject to the terms and conditions of this
Agreement, Purchaser and the Company shall each use its best efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
Each party shall promptly consult with the other and provide any necessary
information and material with respect to all filings made by such party with any
governmental or regulatory authority in connection with this Agreement or the
transactions contemplated hereby.
SECTION 4.6 Further Assurances. The Company shall perform such further acts
and execute such further documents and instruments as may reasonably be required
to vest in Purchaser the power to carry out the provisions of this Agreement. If
Purchaser shall exercise the Option, or any portion thereof, in accordance with
the terms of this Agreement, the Company shall, without additional
consideration, execute and deliver all such further documents and instruments
and take all such further action as Purchaser may reasonably request for the
purpose of effectively carrying out the transactions contemplated by this
Agreement.
SECTION 4.7 Survival. All of the representations, warranties and covenants
contained herein shall survive a Closing and shall be deemed to have been made
as of the date hereof and as of the date of each Closing.
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ARTICLE V
MISCELLANEOUS
SECTION 5.1 Specific Performance. The parties hereto agree that if any of
the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached, irreparable damage would occur, no
adequate remedy at law would exist and damages would be difficult to determine,
and that the parties shall be entitled to specific performance of the terms
hereof, without any requirement for securing or posting any bond, in addition to
any other remedy at law or equity.
SECTION 5.2 Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
SECTION 5.3 Amendment; Assignment. This Agreement may not be amended except
by an instrument in writing signed by the parties hereto and specifically
referencing this Agreement. No party to this Agreement may assign any of its
rights or obligations under this Agreement without the prior written consent of
the other party hereto, except that the rights and obligations of Purchaser
hereunder may, upon written notice to the Company prior to or promptly following
such action, be assigned by Purchaser to any of its corporate affiliates, but no
such transfer shall relieve Purchaser of its obligations hereunder if such
transferee does not perform such obligations.
SECTION 5.4 Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provisions hereof or
thereof shall not affect the validity and enforceability of the other provisions
hereof. If any provision of this Agreement, or the application thereof, to any
person or entity or any circumstances is invalid or unenforceable, (i) a
suitable and equitable provision shall be substituted therefor in order to carry
out, so far as may be valid and enforceable, the intent and purpose of such
invalid and unenforceable provision and (ii) the remainder of this Agreement and
the application of such provision to other persons, entities or circumstances
shall not be affected by such invalidity or unenforceability, nor shall such
invalidity or unenforceability affect the validity or enforceability of such
provision, or the application thereof, in any other jurisdiction.
SECTION 5.5 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware without giving
effect to the provisions thereof relating to conflicts of law.
SECTION 5.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be
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deemed to be an original, but each of which together shall constitute one and
the same document.
SECTION 5.7 Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made (i) as of the date delivered or sent by facsimile if delivered
personally or by facsimile, (ii) on the first business day following dispatch by
an internationally recognized overnight courier service to a domestic addressee,
(iii) on the third business day following dispatch by an internationally
recognized overnight courier service to a international addressee and (iv) on
the tenth business day after deposit with a national mail service, if mailed by
registered or certified mail (postage prepaid, return receipt requested), in
each case to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice, except that notices of changes
of address shall be effective upon receipt):
(a) if to the Company, to
Cellular Communications International, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxx, Esq.
Fax: (000) 000-0000
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
(b) if to Purchaser, to
Mannesmann AG
Am Wallgraben 125
D-70565 Stuttgart
Germany
Attn: Xx. Xxxx X. Kinzius
Fax: 00-000-000-0000
and
Olivetti S.p.A.
Xxx Xxxxxxxxxxx 000
00000 Xxxxx
Xxxxx
Attn: Xxxxx Xx Xxxxxxxxx
Fax: 00-0-0000-0000
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with a copy to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Xxxx Xxxxxxxx, Esq.
Fax: (000) 000-0000
SECTION 5.8 Binding Effect. The terms of this Agreement shall inure to the
benefit of and be binding upon by the successors and assigns of the parties
hereto. Nothing expressed or referred to in this Agreement is intended or shall
be construed to give any person other than the parties to this Agreement, or
their respective successors or assigns, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.
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IN WITNESS WHEREOF, each of the Company and Purchaser have caused this
Agreement to be executed on its behalf by its officers thereunto duly
authorized, all as of the date first above written.
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman of the Board of Directors,
President, Chief Executive Officer
KENSINGTON ACQUISITION SUB, INC.
By: /s/ Xxxxx Xx Xxxxxxxxx
-----------------------------------------
Name: Xxxxx Xx Xxxxxxxxx
Title: Co-President and Co-Secretary
By: /s/ Dr. Xxxx Kinzius
-----------------------------------------
Name: Dr. Xxxx Kinzius
Title: Co-President and Co-Secretary