Exhibit 1.2
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (this "Agreement"), is entered into this
th day of , 2005 (the "Date of Grant") by and among (a) Global Signal Inc., a
Delaware corporation (the "Company"), (b) Fortress Investment Fund II LLC, a
Delaware limited liability company ("Fortress"), (c) Xxxxxx Capital Partners
II, L.P., a Delaware limited partnership, Xxxxxx Capital Partners I, L.P., a
Delaware limited partnership, Whitecrest Partners, L.P., a Delaware limited
partnership, Xxxxxx Capital International, LTD, a Cayman Island limited
liability company and Riva Capital Partners, L.P., a Delaware limited
partnership (collectively, "Xxxxxx"); and (d) Xxxxxxxxx Capital Partners, L.P.,
a Delaware limited partnership, Xxxxxxxxx Capital Partners (Executive), L.P., a
Delaware limited partnership, Greenhill Capital, L.P., a Delaware limited
partnership, Xxxxxxxxx Capital Partners (Cayman), L.P., a Cayman Islands
limited partnership, Xxxxxxxxx Capital Partners (Employees) II, L.P., a
Delaware limited partnership (collectively, "Greenhill", and together with
Fortress and Xxxxxx, the "Investors", and each individually, an "Investor").
This Agreement is a one-time stock option (an "Option") to repurchase
shares of the Company's common stock. This Option is granted for the purpose of
permitting the Company to repurchase a portion of the shares of the Company's
common stock, par value $0.01 per share (the "Common Stock") issued to the
Investors pursuant to an Investment Agreement, dated February 14, 2005, by and
among the Company and the Investors.
TERMS AND CONDITIONS OF THE OPTION
----------------------------------
1. NUMBER OF SHARES AND OPTION PRICE. The Option entitles the Company
to purchase from the Investors an aggregate of shares (the "Option Shares") of
the Company's Common Stock, at an exercise price of $26.50 per share (the
"Option Price") subject to adjustment as set forth herein. The Company shall
purchase from each Investor that number of Option Shares equal to the product
of the Option Shares multiplied by the percentage set forth opposite such
Investor's name on Exhibit A hereto.
2. PERIOD OF OPTION. This Option may be exercised as provided herein
at any time from and after the Date of Grant until 5:00 p.m., New York City
time, on the date that is six months and one day after the Date of Grant or if
such date is not a business day on the next succeeding business day (the
"Expiration Date"). Upon the occurrence of the Expiration Date, all rights of
the Company hereunder, with respect to the Option, shall cease.
3. CONDITIONS OF EXERCISE. Subject to the provisions of this
Agreement, the Option shall be fully vested and immediately exercisable in
accordance with Section 4 below.
4. EXERCISE OF OPTION. The Option may be exercised one-time, as
provided herein, in whole or in part, at any time until the Expiration Date in
the manner described in this Section 4. In the case of exercise, the Company
shall deliver to the Investors written notice specifying the number of Option
Shares to be acquired pursuant to such exercise, together with cash in an
amount equal to the aggregate Option Price. The Company shall also deliver to
the Investors a certificate from a duly authorized officer of the Company to
the effect that the covenants, representations and warrants set forth in
Section 6(b) hereof are true and correct in all material respects with the same
force and effect as though expressly made at the time of this Agreement. Upon
the Investor's receipt of the Company's written notice of exercise and the
cash, the Investors shall promptly deliver to the Company the number of Option
Shares set forth in such notice.
5. NONTRANSFERABILITY OF OPTION. Except as permitted by each Investor
in writing or a corporate successor of such Investor by merger, consolidation
or otherwise, the Company shall not be permitted to sell, transfer, pledge or
assign the Option. The Option shall be exercisable only by the Company or any
subsequent party or parties having the right to exercise the Option pursuant to
the foregoing sentence. Any attempted assignment, transfer, pledge or other
disposition of the Option contrary to the provisions hereof shall be null and
void and without effect.
6. COVENANTS, REPRESENTATIONS AND WARRANTIES.
a. COVENANTS, REPRESENTATIONS AND WARRANTIES OF INVESTORS. Each
Investor hereby covenants, represents and warrants to the Company as follows:
(1) Such Investor has full power and authority to execute, deliver
and perform its obligations under this Agreement and this Agreement is a
valid and binding obligation of such Investor, enforceable in accordance
with its terms.
(2) The execution, delivery and performance by such Investor of
this Agreement requires no action by or in respect of, or filing with, any
governmental body, agency or official and do not and will not (i) violate
the certificate of incorporation or bylaws of such Investor, (ii) violate
any law, rule, regulation, judgment, injunction, order or decree applicable
to such Investor or (iii) require any consent or other action by any
person, constitute a default, or give rise to termination, cancellation or
acceleration of any right or obligation of such Investor under any
provision of any agreement or other instrument binding upon such Investor.
(3) The Investors have or will have available for delivery upon
exercise or exchange of this Option the total number of shares of Common
Stock issuable upon exercise of this Option. All shares of Common Stock
deliverable upon exercise will be delivered free and clear of all liens and
encumbrances.
b. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company hereby covenants, represents and warrants to each Investor as follows:
(1) The Company has full power and authority to execute, deliver
and perform its obligations under this Agreement and this Agreement is a
valid and binding obligation of the Company, enforceable in accordance with
its terms.
(2) The execution, delivery and performance by the Company of this
Agreement requires no action by or in respect of, or filing with, any
governmental body, agency or official and do not and will not (i) violate
the certificate of incorporation or bylaws of the Company, (ii) violate any
law, rule, regulation, judgment, injunction, order or decree applicable to
the Company or (iii) require any consent or other action by any person,
constitute a default, or give rise to termination, cancellation or
acceleration of any right or obligation of the Company under any provision
of any agreement or other instrument binding upon the Company.
7. NOTICES. Any notice required or permitted under this Agreement
shall be deemed given when delivered personally, or when deposited in a United
States Post Office, postage prepaid, addressed, as appropriate, to the each
Investor either at its address set forth below or such other address as it may
designate in writing to the Company, or to the Company: 000 Xxxxx Xxxxxxxxx
Xxxx, xxxxx 000, Xxxxxxxx, Xxxxxxx, 00000, Attention: Xxxxx Xxxxx, President
(or his designee), at the Company's address or such other address as the
Company may designate in writing to each Investor.
8. FAILURE TO ENFORCE NOT A WAIVER. The failure of the Company or the
Investors to enforce at any time any provision of this Agreement shall in no
way be construed to be a waiver of such provision or of any other provision
hereof.
9. GOVERNING LAW. This Agreement shall be governed by and construed
according to the laws of the State of New York without regard to its principles
of conflict of laws.
10. ADJUSTMENTS.
(a) In the event of any change in the share of Common Stock by
reason of stock dividends, splits, mergers, recapitalizations, combinations,
subdivisions, conversions, exchanges of shares or other similar transactions,
then that which is then transferable upon exercise of the Option shall be
appropriately adjusted so that the Company shall receive, upon exercise of the
Option and payment of the Option Price, the number and class of shares of
Common Stock or other securities or property (including cash) that the Company
would have owned or been entitled to receive after the happening of any of the
events described above if the Option had been exercised immediately prior to
such event.
(b) Whenever the number of Option Shares are adjusted pursuant to
Section 10(a) herein, the Option Price shall be appropriately adjusted, if
applicable, by multiplying the Option Price by a fraction, the numerator of
which shall be equal to the aggregate number of Option Shares transferred under
the Option prior to the adjustment and the denominator of which shall be equal
to the aggregate number of Option Shares transferred under the Option
immediately after the adjustment.
11. AMENDMENTS. This Agreement may be amended or modified at any time
by an instrument in writing signed by the parties hereto.
12. SECURITIES LAWS REQUIREMENTS. The Option shall not be exercisable
to any extent, and the Investors shall not be obligated to transfer any Option
Shares to the Company upon exercise of such Option, if such exercise, in the
opinion of counsel for the Investors, would violate the Securities Act (or any
other Federal or state securities laws as may be in effect at that time).
13. PROTECTIONS AGAINST VIOLATIONS OF AGREEMENT. No purported sale,
assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift,
transfer in trust (voting or other) or other disposition of, or creation of a
security interest in or lien on, any of the Option or any interest therein by
any holder thereof in violation of the provisions of this Agreement will be
valid unless and until there has been full compliance with said provisions to
the satisfaction of the Investors. The foregoing restrictions are in addition
to and not in lieu of any other remedies, legal or equitable, available to
enforce said provisions.
Signatures on Following Page
IN WITNESS WHEREOF, the parties have executed this Agreement on this
day of , 2005.
FORTRESS INVESTMENT FUND II LLC
By:
-------------------------------
Name:
Title:
Address for Notices:
--------------------
1251 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
With a Copy to:
---------------
1251 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxx
XXXXXX CAPITAL PARTNERS II, L.P.
By:
-------------------------------
Name:
Title:
XXXXXX CAPITAL PARTNERS I, L.P.
By:
-------------------------------
Name:
Title:
WHITECREST PARTNERS, L.P.
By:
-------------------------------
Name:
Title:
XXXXXX CAPITAL INTERNATIONAL,
LTD
By:
-------------------------------
Name:
Title:
RIVA CAPITAL PARTNERS, L.P.
By:
-------------------------------
Name:
Title:
Address for Notices:
--------------------
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx
Fax:
GREENHILL CAPITAL PARTNERS, X.X.
XXXXXXXXX CAPITAL PARTNERS
(CAYMAN), X.X
XXXXXXXXX CAPITAL PARTNERS
(EXECUTIVES), X.X.
XXXXXXXXX CAPITAL, L.P.
By: GCP Managing Partner, L.P., as
managing general partner of
each of the foregoing partnerships
By: Greenhill Capital Partners, LLC,
its general partner
By:
-------------------------------
Name:
Title:
GREENHILL CAPITAL PARTNERS
(EMPLOYEES) II, L.P.
By: GCP Managing Partner II, L.P.,
as managing General partner
By: Greenhill Capital Partners, LLC,
its general partner
By:
-------------------------------
Name:
Title:
Address for Notices:
--------------------
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx
Fax: 000-000-0000
The undersigned hereby accepts and
agrees to all the terms and provisions
of the foregoing Agreement
GLOBAL SIGNAL INC.
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President,
Chief Financial Officer and
Assistant Secretary
EXHIBIT A
Investor Percentage
-------- ----------
Fortress 48%
Abrams 32%
Greenhill 20%
