Exhibit 1
AGREEMENT
AGREEMENT, dated as of January 31, 2001 (this "AGREEMENT"), among Global
Technologies, Ltd., a Delaware corporation ("GLOBAL"), Advantage Fund II Ltd.
("ADVANTAGE") and Xxxx Investment Group Ltd. ("XXXX" and, together with
Advantage, the "PLAINTIFFS").
WITNESSETH:
WHEREAS, Global issued and sold to the Plaintiffs an aggregate of
$10,000,000 original stated value (1,000 shares) of its Series C Convertible
Preferred Stock (the "PREFERRED STOCK"), pursuant to the Convertible Preferred
Stock Purchase Agreement, dated as of February 16, 2000, between Global and the
Plaintiffs (the "FEBRUARY PURCHASE AGREEMENT");
WHEREAS, the designations, rights, preferences and limitations of the
Preferred Stock is governed by the Certificate of Designations for the Preferred
Stock, dated as of February 15, 2000 and filed with the Delaware Secretary of
State (the "CERTIFICATE OF DESIGNATIONS");
WHEREAS, concurrently with the execution and delivery of the February
Purchase Agreement, Global and the Plaintiffs entered into a Registration Rights
Agreement, dated as of February 16, 2000 (the "REGISTRATION RIGHTS AGREEMENT");
WHEREAS, Global filed and caused to be declared effective with the
Securities and Exchange Commission (the "SEC") two registration statements on
Form S-3 (registration nos. 333-32772 and 333-41096) (the "EXISTING REGISTRATION
STATEMENTS") registering the resale by the Plaintiffs of the shares of Global
class A common stock ("COMMON STOCK ") issuable upon the conversion of the
Preferred Stock and exercise of the Warrants (as defined below) issued
therewith;
WHEREAS, Global and the Plaintiffs are parties to the Private Placement
Purchase Agreement, dated as of June 8, 2000 (the "JUNE PURCHASE AGREEMENT");
WHEREAS, pursuant to the February Purchase Agreement and the June Purchase
Agreement, Global issued Common Stock purchase warrants to the Plaintiffs,
entitling Advantage to purchase an aggregate of 123,055 shares of Common Stock
and entitling Xxxx to acquire an aggregate of 102,870 shares of Common Stock
(collectively, the "WARRANTS");
WHEREAS, Global and the Plaintiffs are parties to the Convertible Secured
Note Purchase Agreement, dated as of October 3, 2000 (the "OCTOBER PURCHASE
AGREEMENT"), pursuant to which Global issued and sold to the Plaintiffs
$7,000,000 aggregate principal amount of its 8% Convertible Secured Notes (the
"OCTOBER NOTES"), and Global pledged its interest in all of the shares of U.S.
Wireless Corporation ("USW") common stock owned by Global except for certain
shares of USW common stock owned by Global that were previously pledged to a
third party (the "PLEDGED SHARES");
WHEREAS, on December 19, 2000, the Supreme Court, New York County entered a
temporary restraining order against Global and Xxxxx X. Xxxxx (the "TRO"),
continued by stipulation and orders dated December 21, 2000, January 3, 2001,
January 9, 2001 and January 18, 2001.
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements, and upon the terms and subject to the conditions,
hereinafter set forth, the parties do hereby agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF GLOBAL. Global hereby represents and
warrants to the Plaintiffs as follows:
(a) ORGANIZATION. Global is a Delaware corporation duly formed, validly
existing and in good standing under the laws of the State of Delaware, with the
requisite corporate power and authority to carry on its business as it is now
being conducted and to own, use and operate its properties and assets as
currently conducted. Global is qualified to do business as a foreign corporation
and is in good standing in each jurisdiction in which the conduct of its
business or its ownership or leasing of its property requires such
qualification, except where the failure to be so qualified, individually or in
the aggregate, does not and would not have a material adverse effect on the
business, assets, condition (financial or otherwise) or results of operations of
Global or on the ability of Global to perform its obligations hereunder.
(b) POWER AND AUTHORITY. Global has the requisite power and authority
to enter into and deliver or file (as the case may be) this Agreement, the New
Notes (as hereinafter defined), the Supplement (as hereinafter defined) and each
other agreement, instrument and document executed and delivered or deliverable
in connection herewith (collectively, the "TRANSACTION DOCUMENTS"), and to carry
out and perform its obligations hereunder and thereunder. Each Transaction
Document executed or filed by Global, when executed, delivered or filed, will
have been duly and validly authorized, executed, delivered and filed by Global
and constitutes the legal, valid and binding obligation of Global, enforceable
against Global in accordance with its terms.
(c) OWNERSHIP OF THE PLEDGED SHARES; HOLDING PERIODS.
(i) Global is the record and beneficial owner of not less than
1,380,000 Pledged Shares, free and clear of all liens, claims, security
interests, pledges, mortgages, rights of first refusal, options, proxies, voting
trusts and other encumbrances (collectively, the "ENCUMBRANCES"), except for the
Encumbrances created in favor of Plaintiffs. Except as provided in the Stock
Pledge Agreement (the "STOCK PLEDGE AGREEMENT") entered into by Global and the
Plaintiffs in connection with the October Purchase Agreement, there are no
agreements or understandings between Global and any other person or entity with
respect to the Encumbrance, sale or transfer of the Pledged Shares. Concurrently
with the execution and delivery of the Stock Pledge Agreement, Global delivered
certificates representing 880,000 shares of the Pledged Shares to the
Plaintiffs.
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(ii) USW issued Global (A) 16,200 shares of USW's series B
preferred stock on March 15, 1999, and (B) 13,800 shares of USW's series B
preferred stock on April 5, 1999. These shares of preferred stock were
subsequently converted into 1,620,000 shares of common stock of USW on March 15,
2000 and 1,380,000 shares of common stock of USW on April 5, 2000. Pursuant to
Rule 144(d)(3)(ii) promulgated under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), the Pledged Shares are deemed to have been issued by USW to
Global on March 15, 1999 and April 5, 1999, as the case may be.
(iii) As stated in Section 3(b) hereof, Global has defaulted under
the terms of the October Note. Accordingly, under Rule 144(d)(3)(iv) promulgated
under the Securities Act, each of Advantage and Xxxx will be deemed to have
acquired the Pledged Shares being delivered to it pursuant to Section 3(b)
hereof on March 15, 1999 and April 5, 1999, as the case may be.
(d) NO CONFLICT. The execution and delivery by Global of the
Transaction Documents and the consummation by Global of the transactions
contemplated thereby, do not and will not (i) conflict with, result in a breach
of, or constitute a default under or violation of, (1) Global's Certificate of
Incorporation or Bylaws (each as amended through the date hereof), (2) any law,
statute, rule, regulation or decree of any governmental authority to which
Global is subject, (3) any contract, agreement, understanding or instrument to
which Global is a party or is bound, or (4) any order, decree or judgement of
any court, administrative body, arbitrator or governmental authority binding
upon Global or its assets (other than the TRO, unless the TRO has been
previously dissolved), or (ii) result in the creation of any Encumbrance upon
the Pledged Shares.
(e) CONSENTS. No consent, approval or authorization of, or exemption
from, or filing with, any governmental authority or any third party is required
to be obtained by or made by Global in connection with the execution, delivery
and performance by Global of the Transaction Documents, except (i) as have been
obtained, (ii) the filing of the Supplement with the SEC (which will occur
concurrently with the execution and delivery of this Agreement by Global), and
(iii) the filing of a new Registration Statement with the SEC in accordance with
Section 6(c).
(f) OTHER REPRESENTATIONS AND WARRANTIES. The Company hereby makes and
restates each of the representations and warranties made by it in Sections
2.1(j) (except that the reference to October 29, 1999 shall be to the date of
the filing by Global of its Annual Report on Form 10K for the year ended
December 31, 1999), 2.1(k), 2.1(l), 2.1(n), 2.1(q), 2.1(s), 2.1(t), 2.1(u), and
2.1(w) of the February Purchase Agreement, as if such representations and
warranties were first made as of the date of, and contained in full within, this
Agreement (and for such purposes, the reference to the "date hereof" shall be to
the date of this Agreement).
2. REPRESENTATIONS AND WARRANTIES OF THE PLAINTIFFS. Each Plaintiff hereby
severally represents and warrants to Global as follows:
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(a) ORGANIZATION; POWER AND AUTHORITY. Such Plaintiff is validly
existing and in good standing under the laws of the jurisdiction of its
formation and has the requisite power and authority to execute and deliver the
Transaction Documents to which it is a party, and to carry out and perform its
obligations thereunder. This Agreement has been duly and validly authorized,
executed and delivered by such Plaintiff and constitutes such Plaintiff's legal,
valid and binding obligation, enforceable against it in accordance with its
terms.
(b) NO CONFLICT. The execution and delivery by such Plaintiff of this
Agreement and the consummation by such Plaintiff of the transactions
contemplated hereby, do not and will not (i) conflict with, result in a breach
of, or constitute a default under or violation of, (ii) result in the creation
of any Encumbrance upon (1) such Plaintiff's formation documents (each as
amended through the date hereof), (2) any law, statute, rule, regulation or
decree of any governmental authority to which such Plaintiff is subject or (3)
any contract, agreement, understanding or instrument to which such Plaintiff is
a party or bound (4) any order, decree or judgement of any court, administrative
body, arbitrator or governmental authority binding upon such Plaintiff or its
assets.
(c) INVESTMENT INTENT. Such Plaintiff has or is acquiring the
securities to be acquired by it under the Transaction Documents as principal for
its own account for investment purposes only and not with a view to or for
distributing or reselling such securities or any part thereof, without
prejudice, however, to such Plaintiff's right at all times to sell or otherwise
dispose of such securities in compliance with applicable securities laws.
Nothing contained herein shall be deemed a representation or warranty by such
Plaintiff to hold any securities for any period of time. Such Plaintiff has or
is acquiring the securities to be acquired by it as described hereunder in the
ordinary course of its business and does not have any agreement or understanding
with any person or entity with respect to the distribution of such securities.
(d) STATUS. Such Plaintiff is an "accredited investor" as defined in
Rule 501(a) under the Securities Act.
3. DEFAULT UNDER PROMISSORY NOTES; TRANSFER OF PLEDGED SHARES.
(a) Global hereby admits and agrees that it is in default under and an
"event of default" exists pursuant to the October Notes and agrees that it has
no defense or counterclaim in law or in equity with respect to such default or
"event of default." Accordingly, Global admits and agrees that each Plaintiff
has the full right and authority to cause the number of Pledged Shares to be
delivered to it pursuant to Section 3(b) hereof to be reissued in its name and
then to take possession and dispose of such shares. Such action, together with
the issuance of the New Notes (as described in Section 3(d)) and the performance
by Global of the agreements set forth in Sections 5 and 6 hereof shall be in
full satisfaction of the obligations owed by Global in connection with the
October Notes.
(b) Concurrently with the execution and delivery of this Agreement by
Global, Global will deliver or cause to be delivered (i) to Advantage, a stock
certificate representing 788,571 duly issued and valid shares of U.S. Wireless
Corporation common stock, and (ii) to Xxxx, a stock certificate representing
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591,429 shares of duly issued and valid U.S. Wireless Corporation common stock.
Both such stock certificates shall have restrictive legends attached in
accordance with Rule 144 promulgated under the Securities Act. However, assuming
the surrender to and reissuance by, USW of such certificates on or after March
15, 2001, such reissued stock certificates shall be free of all restrictive
legends and shall be freely tradeable by the Plaintiffs in accordance with Rule
144(d)(3)(iv) and Rule 144(k), each promulgated under the Securities Act. In
addition, Global will cause to be delivered to the Plaintiffs evidence
reasonably satisfactory to them that the U.S. Wireless Corporation shares to be
delivered pursuant to this Agreement comply with this Section.
(c) Concurrently with the execution and delivery of this Agreement, and
against receipt of the stock certificates and supporting evidence described in
Section 3(b) above and the New Notes, the Plaintiffs shall deliver the October
Notes to Global for cancellation. The Plaintiffs agree and covenant that upon
receipt of the Pledged Shares set forth in Section 3(b) hereof, neither
Plaintiff shall have any claims whatsoever to any other shares of USW owned by
Global (whether now owned or hereafter acquired), including, any additional
Pledged Shares.
(d) Concurrently with the execution and delivery of this Agreement,
Global shall issue and deliver to the Plaintiffs unsecured promissory notes due
January 19, 2003 (each in the form of EXHIBIT A to this Agreement) (the "NEW
NOTES"), with Advantage to receive New Notes with a principal amount of
$4,800,000 and Xxxx to receive New Notes with a principal amount of $3,200,000.
Interest on the New Notes shall accrue daily and be payable quarterly in arrears
at the annual interest rate of 8%, commencing on the expiration of the first
full quarter after the issuance of the New Notes.
4. AGREEMENTS AS TO THE PREFERRED STOCK.
(a) Notwithstanding anything contained in the Certificate of
Designations to the contrary, the parties agree as follows with respect to the
Preferred Stock:
(i) The "CONVERSION PRICE" (which is defined in Section 5(c)(i) of
the Certificate of Designations) applicable to conversions of the Preferred
Stock by the Plaintiffs shall be fixed at $5.0057, subject to the adjustments
set forth in Sections 5(c)(ii) of the Certificate of Designations. Plaintiffs
waive all enforcement of Sections 5(c)(iii) and 7 of the Certificate of
Designations, and such Sections are hereafter null, void and of no further
effect.
(ii) Sections 2, 3(b), 3(d), 4, 5(a)(ii) and 5(c)(viii)(B) of the
Certificate of Designations shall hereafter be null, void and of no further
effect.
(iii) Global shall have no obligation to pay (or issue shares of
any Global capital stock in lieu of payment) and no liability for any dividends
that may have accrued on the Preferred Stock from the time of issuance to the
execution and delivery of this Agreement.
(b) Each of Advantage and Xxxx shall vote all shares of Common Stock
owned by them at any meeting of the holders of Common Stock (including any
adjournment thereof) or in any consent in lieu of such a meeting in accordance
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with the written instructions received from the board of directors of Global;
PROVIDED that (i) such Plaintiff has received such written instructions at least
5 business days prior to the date of such vote, and (ii) Global is not in
default under Section 6 of this Agreement or the Registration Rights Agreement
on the date of such vote.
5. AMENDMENT OF THE WARRANTS. Notwithstanding anything contained in the
Warrants to the contrary, the "EXERCISE PRICE" as defined in the Warrants is
hereby amended and restated, as of the date hereof, to be 115% of the closing
bid price per share of Common Stock on the date immediately prior to the date of
the execution of this Agreement as reported by the Nasdaq Stock Market for
regular session trading on such date. Concurrently with the execution and
delivery of this Agreement, Global shall issue and deliver to each Plaintiff,
revised Warrant certificates, dated the original issue date of such Warrants, to
reflect this revision.
6. REGISTRATION ISSUES.
(a) The parties agree that the Existing Registration Statements
currently covers 966,551 shares of Common Stock for resale by Advantage and
686,034 shares of Common Stock for resale by Xxxx.
(b) Concurrently with the execution and delivery of this Agreement by
Global, Global shall prepare and file with the SEC a supplement to the Existing
Registration Statements to disclose the agreements contained herein with respect
to the Preferred Stock and the Warrants (the "SUPPLEMENT"). Global shall deliver
a draft of the Supplement, in the form it proposes to file, to the Plaintiffs
and will consider fully all comments delivered by them to such draft. Global
agrees that it will not file any Supplement unless the form thereof is agreed to
by the Plaintiffs.
(c) The parties agree that the term "REGISTRABLE SECURITIES" under the
Registration Rights Agreement shall include all shares of Common Stock issuable
upon the conversion of the Preferred Stock and exercise of the Warrants, as
revised in accordance with the terms of this Agreement. Accordingly, the parties
agree that Global is required to prepare and file with the SEC a new
registration statement (which shall be a "Registration Statement" under the
Registration Rights Agreement), which shall be subject to the terms and
conditions of the Registration Rights Agreement. The "FILING DATE" for such new
Registration Statement shall be the 60th day following the date of this
Agreement and the "EFFECTIVENESS DATE" for such Registration Statement shall be
the 150th day from the date of this Agreement. Global shall use its best efforts
to cause the new Registration Statement to be effective as soon as possible, but
in no event later than 150 days from the date hereof. The new Registration
Statement shall cover the resale by the Plaintiffs of all Registrable Securities
not covered by the Existing Registration Statements, as supplemented by the
Supplement. If for any reason the Supplement is not permitted by the SEC in
whole or in part, then the new Registration Statement shall cover all
unregistered Registrable Securities. The Registration Rights Agreement is hereby
amended to the extent required to give effect to this Section 6. Upon receipt of
any comments received from the SEC with respect to the new Registration
Statement or any amendment thereto, Global shall respond as promptly as
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reasonably possible, but in any event, within ten business days of receipt of
such comments.
7. DISMISSAL OF TRO. The Plaintiffs agree that upon receiving the number of
Pledged Shares specified in Section 3(b) hereof and the New Notes in the form
and time required hereunder, the Plaintiffs and Defendants shall file a
stipulation to be so ordered by the court dissolving the TRO and dissolving the
undertaking filed by the Plaintiffs pursuant to the terms of the TRO. Upon the
filing of the Supplement in accordance with Section 6, then by the next Business
Day (as defined below), the Plaintiffs and the Defendants shall (a) file a
Stipulation of Discontinuance with prejudice and without costs, and (b) deliver
mutual releases to each other in substantially the form of EXHIBIT B annexed
hereto.
8. FURTHER ASSURANCES. Each of the parties hereto agrees to execute and
deliver or cause to be executed and delivered all such instruments and to take
all such action as the other party may reasonably request or as may become
necessary in order to effectuate the intent and purposes of and to carry out the
terms of this Agreement.
9. GOVERNING LAW; JURISDICTION.
(a) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to the conflict
of law principles thereof.
(b) Each party hereby irrevocably submits to the exclusive jurisdiction
of the Supreme Court of New York, siting in New York County, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Each party hereto hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement brought in the
court referred to above and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. Each party irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby. If either party shall commence an action or proceeding to
enforce any provisions of this Agreement, then the prevailing party in such
action or proceeding shall be reimbursed by the other party for its' attorneys
fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.
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10. FEES AND EXPENSES. Except as set forth in the immediately succeeding
sentence, each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and
performance of the Transaction Documents. Global shall pay all stamp and other
taxes and duties levied in connection with the transfer of the number of Pledged
Shares specified in Section 3(b) hereof to the Plaintiffs as contemplated
hereunder.
11. ENTIRE AGREEMENT. This Agreement and the New Notes contain the entire
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such matters. However, the parties acknowledge and agree that to the extent
the February Purchase Agreement, the Certificate of Designations, the
Registration Rights Agreement, the Warrants, the October Purchase Agreement and
all documents executed in connection therewith are not specifically required to
be amended by the terms hereof, such Certificates, Agreements and documents
(including the instruments and agreements entered into or filed in connection
therewith) shall remain in full force and effect, unimpaired by this Agreement.
12. NOTICES. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile and the party giving
such notice has a confirmation of transmission setting forth the date and time
of transmission, which was produced by the facsimile machine at the facsimile
telephone number specified in this Section prior to 5:30 p.m. (New York City
time) on any day except Saturday, Sunday and any day which shall be a federal
legal holiday or a day on which banking institutions in the State of New York
are authorized or required by law or other governmental action to close (a
"BUSINESS DAY"), (ii) the Business Day after the date of transmission, if such
notice or communication is delivered via facsimile and the party giving such
notice has a confirmation of transmission setting forth the date and time of
transmission, which was produced by the facsimile machine at the facsimile
telephone number specified in this Agreement later than 5:30 p.m. (New York City
time) on any date and earlier than 11:59 p.m. (New York City time) on such date,
(iii) the Business Day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt by the party
to whom such notice is required to be given. The address for such notices and
communications shall be as follows:
If to Global: Global Technologies, Ltd.
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: Chief Financial Officer/General Counsel
With copies to: Xxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxxx X. Xxxxx, Esq.
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If to Advantage: Advantage Fund II Ltd.
x/x XXXXX
Xxxx Xxxxxxxxx 0
Xxxxxxx, Xxxxxxxxxxx Antilles
Facsimile: 011-599-9732-2008
Attention: X.X. Xxxxx
If to Xxxx: Xxxx Investment Group Ltd.
00 X. Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxx
With copies to
(for both Advantage
and Xxxx): Genesee International Inc.
00000 XX 0xx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxxx, Esq.
-and-
Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000 and (000) 000-0000
Attn: Xxxx X. Xxxxx, Esq.
or such other address as may be designated in writing hereafter, in the same
manner, by such person or entity.
13. AMENDMENTS; WAIVERS. No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
each party hereto or, in the case of a waiver, by the party against whom
enforcement of any such waiver is sought. No waiver of any default with respect
to any provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either party
to exercise any right hereunder in any manner impair the exercise of any such
right accruing to it thereafter.
14. HEADINGS; THIRD PARTY BENEFICIARIES. The headings herein are for
convenience only, are not a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof. This Agreement is intended for the
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benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.
15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns. No
Plaintiff may assign any of its rights or obligations hereunder without the
prior approval of Global. Global may not assign any of its rights or obligations
hereunder without the prior approval of the Plaintiffs.
16. SURVIVAL. The representations, warranties, agreements and covenants
contained herein shall survive the consummation of the transactions contemplated
herein, including the conversion of the Preferred Stock and the exercise of the
Warrants.
17. EXECUTION. This Agreement may be executed in two or more counterparts,
all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart. Any signature that is delivered by facsimile
transmission shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) the same with the same force and
effect as if such facsimile signature page were an original thereof.
18. SEVERABILITY. If any one or more of the provisions of this Agreement
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining provisions of this Agreement shall not in any
way be affecting or impaired thereby and the parties will attempt to agree upon
a valid and enforceable provision which shall be a reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf as of the date first above written.
GLOBAL TECHNOLOGIES, LTD.
By:
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Name:
Title:
ADVANTAGE FUND II LTD.
By:
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Name:
Title:
XXXX INVESTMENT GROUP LTD.
By:
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Name:
Title:
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