THE COMMON STOCK PURCHASE OPTION REPRESENTED BY THIS AGREEMENT (THE "OPTION")
AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION (THE
"OPTION SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND THEREFORE MAY BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH THE ACT,
INCLUDING THE REGISTRATION PROVISIONS THEREIN CONTAINED OR PROVIDED AN
EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE ACT, AND SUBJECT TO THE
OPINION OF COUNSEL TO TELECOM WIRELESS CORPORATION.
TELECOM WIRELESS CORPORATION
COMMON STOCK PURCHASE OPTION
THIS COMMON STOCK PURCHASE OPTION (the "Option") dated as of this 18th
day of June, 1998, is exercisable to purchase shares of common stock (the
"Option Shares") of Telecom Wireless Corporation (the "Company"), and is
hereby granted to Xxxxxx Xxxxxx (the "Holder"), for the number of Option
Shares and at the prices and subject to the terms and conditions contained
herein.
1. EXERCISE OF OPTION.
(A) NUMBER OF OPTION SHARES, TIME AND PRICE: The Holder of the Option
may exercise the Option to purchase a number of Option Shares having
aggregate value, based upon the exercise price set forth below, equal to
$400,000. The exercise price(s) of the Option Shares shall be determined as
set forth herein, or from time to time if the Option is not exercised in
whole, and shall equal the lower of fifty (50%) percent of: (i) the closing
bid price of the Shares on the trading day immediately prior to the exercise
by Holder of this Option; or (ii) the opening bid price of the Shares on the
next trading day. The number of Option Shares subject to this Option will be
determined based upon fifty (50%) percent of either the aforesaid closing or
opening bid prices of the Shares, at the election of the Holder, divided into
$400,000. This Option shall be exercisable commencing on the date first set
forth above and expiring after four years, at the end of business on June 18,
2002 (the "Option Period"). The Option granted hereunder shall be deemed
exercised in whole or in part when the Holder shall indicate the decision to
do so in writing to the Company and at the same time tendering payment by
certified check payable to the Company for the number of Option Shares being
exercised, either in whole or from time to time, as provided herein. All
Option Shares issuable upon exercise of this Option will bear a legend as set
forth in Section 4 below and may be sold by Holder in accordance with the
provisions of Rule 144 promulgated under the Act.
(B) METHOD OF EXERCISE: The Option shall be exercisable, in whole or
in part, by written notice to the Company, stating the name in whom the
Option Shares shall be registered, and shall provide payment of the Option
Shares by certified check payable to the Company.
2. HOLDER'S OR SUCCESSOR'S RIGHTS AS STOCKHOLDERS.
Neither the Holder nor any heir, successor or assign shall be deemed to
be a stockholder of the Company until such time as he or they shall tender
payment for the Option Shares as provided hereinabove,
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3. REVIEW AND EVALUATION OF INFORMATION REGARDING THE COMPANY.
The Holder warrants that he has evaluated the merits and risks
associated with the investment in the Company as represented by this Option,
including review of the draft financial statements prepared by or for the
Company, and all other documentation that Holder deems necessary. The Holder
further represents that he understands that neither this Option nor the
Option Shares are presently registered under the Act, nor is the Company
obligated to effect the registration of the Option Shares under the Act.
4. OPTION SHARES NOT REGISTERED.
The certificates representing Option Shares issued upon exercise of the
Option have not been registered under the Act. As a result, the certificates
evidencing the Option Shares shall bear the following restrictive legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE
LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF IN ANY MANNER (1) WITHOUT REGISTRATION
UNDER THE ACT AND IN COMPLIANCE WITH THE LAWS OF ANY APPLICABLE JURISDICTION
OR (2) AN OPINION OF COUNSEL TO THE COMPANY (IN FORM AND SUBSTANCE ACCEPTABLE
TO COUNSEL TO THE COMPANY) THAT REGISTRATION IS NOT REQUIRED.
5. HOLDER'S FINANCIAL EXPERIENCE.
The Holder is sufficiently experienced in financial matters and matters
pertaining to securities and the business of the Company to be capable of
evaluating the merits and risks associated with the acceptance of this
Option, and has relied upon such experience in so determining to accept this
Option in consideration for the existing agreements between the Holder and
the Company. The parties agree that this Option is not the exclusive
consideration granted to Holder by the Company, which other consideration is
governed by and was given pursuant to separate written agreements with the
Company.
6. MISCELLANEOUS.
(A) AMENDMENT: This Agreement may not be amended or modified in any
respect except for the right of the Holder to transfer its interest in the
Option to persons or entities designated in writing to the Company, with
copies to the Company's stock transfer agent, with written notice to the
Company.
(B) DESCRIPTIVE HEADINGS: The headings contained herein are for
convenience only and shall not control or affect the meaning or construction
of any provision of this Agreement.
(C) COUNTERPARTS: This Agreement may be executed in on or more
counterparts, and by the separate parties hereto in separate counterparts,
each of which shall be deemed to be one and the same instrument.
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(D) NOTICES: All notices, consents, requests, instructions and other
communications provided herein shall be in writing and shall be deemed to have
been duly given when delivered by United states Mail, postage prepaid, as
follows:
If to the Company, to:
Telecom Wireless Corporation.
Attn.: N. Xxxxxxx Xxxxxxxx, President
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
If to Holder, to:
Xxxxxx Xxxxxx
0000 Xxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
(E) APPLICABLE LAW AND VENUE: This Agreement shall be construed and
enforced in accordance with and be governed by the laws of the State of
Florida. Venue for the purposes of this Option Agreement and the enforcement
of all remedies at law and in equity shall rest in the 15th Judicial Circuit
in and for Palm Beach County, Florida. THE PARTIES TO THIS AGREEMENT HAVE
READ THIS OPTION AND OPTION AGREEMENT, HAVE HAD OPPORTUNITY TO CONSULT WITH
COUNSEL OF THEIR OWN CHOICE, AND UNDERSTAND EACH OF THE PROVISIONS OF THIS
OPTION AND OPTION AGREEMENT.
DATE OF GRANT: As of June 18, 1999
----------------------
TELECOM WIRELESS CORPORATION
BY: /s/ N. Xxxxxxx Xxxxxxxx
-----------------------------------
N. XXXXXXX XXXXXXXX, PRESIDENT
ACCEPTED BY
XXXXXX XXXXXX
/s/ Xxxxxx Xxxxxx 6-22-98
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