-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sv8fyhNF/8A1iyQD/vM9D8yaPX+mTYiBC44Yj3+8gV2iemKWO3LWp1/8LoDQ8+hO ngcbQ/b18j1eQfwH4i45AA== 0000950147-02-000408.txt : 20020415 0000950147-02-000408.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950147-02-000408 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20020212 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL TECHNOLOGIES LTD CENTRAL INDEX KEY: 0000932021 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 860970492 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25668 FILM NUMBER: 02572799 BUSINESS ADDRESS: STREET 1: 1811 CHESTNUT STREET STREET 2: SUITE 120 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2159728191 MAIL ADDRESS: STREET 1: 1811 CHESTNUT STREET STREET 2: SUITE 120 CITY: PHILADELPHIA STATE: PA ZIP: 19103 8-K 1 e-8262.txt CURRENT REPORT DATED 2-12-02 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 12, 2002 Global Technologies, Ltd. (Exact Name of Registrant as specified in its charter) Delaware 0-25668 86-0970492 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) The Belgravia, 1811 Chestnut Street, Suite 120, Philadelphia, PA 19103 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (215) 972-8191 ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) INFORMATION TO BE INCLUDED IN THIS REPORT ITEMS 2 AND 5. ACQUISITION OR DISPOSITION OF ASSETS AND OTHER EVENTS FEBRUARY 12, 2002 TRANSACTIONS Prior to February 12, 2002, Global Technologies, Ltd., a Delaware corporation ("Global"), owned approximately 60% of the outstanding equity of TNCI UK Limited, a company incorporated under the laws of England and Wales ("TNCI UK"). As of February 12, 2002, TNCI UK's working capital was depleted. Global did not then, and does not now, have capital available to satisfy TNCI UK's financing needs. Global and Ocean Castle Partners LLC, a Delaware limited liability company controlled by Irwin L. Gross, Chairman and Chief Executive Officer of Global ("Ocean Castle"), secured financing for TNCI UK that it is anticipated will allow it to remain viable for up to another 12 months. The investor conditioned the investment on the following: (1) that it have the ability to designate a majority of the Board of Directors of TNCI UK; (2) that Global convert all but $45,000 of debt owed by TNCI UK to Global into equity (with such conversion resulting in Global acquiring 4,000,000 ordinary shares (the "Conversion Shares") of 1p each in the capital of TNCI UK ("Ordinary Shares")), and (3) that Global waive any rights that it had with respect to its preference shares of TNCI UK (the "Preference Shares") that are in addition to rights Global would have had as an ordinary shareholder until it can convert its Preference Shares into Ordinary Shares, and that Global will so convert its Preference Shares as soon as it is possible for it to do so. Additional terms of the financing transaction included that, in consideration of its services in securing the financing discussed above, (x) Global receive warrants exercisable for 2,069,850 Ordinary Shares (representing 5% of TNCI UK's outstanding share capital as of the time of investment (the "Warrants")) and a grant of the exclusive distributorship with respect to any of TNCI UK's products or technologies for the rail industry for the United States of America, which by its terms shall terminate in the event that Global goes into bankruptcy; and (y) TNCI UK shall enter into a two-year consulting and management agreement with Ocean Castle, which such agreement shall provide for, among other things, payment of $33,000 per month (the "Consulting Agreement"). Recognizing that without this investment Global's investment in TNCI UK would be forced into liquidation, Global agreed to such conversion and waiver. The $45,000 debt is represented by a new note. The terms of the investment described above are set out in the Subscription Agreement, which was executed and delivered as of February 12, 2002 by the investor. After the investment, Global maintains an approximately 24% ownership interest in TNCI UK. Ocean Castle has assigned in part its right to receive payments under the Consulting Agreement to Global. This partial assignment of rights terminates automatically in the event of bankruptcy of Global, discontinuance of Global's business or such time as Mr. Gross ceases to be employed by Global. Global has 2 assigned the Warrants that it received to three of its remaining employees as partial payment of their salaries. In October 2001, Global entered into a line of credit note with Mr. Gross and his spouse for an aggregate principal amount of $500,000 (the "Gross Note") and with the Gross Investment Company LP, a limited partnership controlled by Mr. Gross ("GIC"), for an aggregate principal amount of $167,000 (the "GIC Note"). Each of these notes is a demand note. There is currently an outstanding balance of $13,000 on the Gross Note and of $60,000 on the GIC Note. Each of the Gross Note and the GIC Note is secured by a pledge of and security interest in the Preference Shares and any proceeds thereof. Each of the Grosses and GIC has agreed to forebear until the earlier to occur of 12 months from the date hereof or an event of bankruptcy for Global from demanding repayment of any balance due under the Gross Note and the GIC Note in return for a pledge of and security interest in the Conversion Shares. GOING FORWARD Since April 2001, other than proceeds from the sale of certain of Global's lottery equipment in November 2001, Global's cash requirements, including those of TNCI UK, have been met through advances from Mr. Gross and various entities established by him. While it is expected that the proceeds of the February 12, 2002 transaction will keep TNCI UK viable for up to another 12 months, it is imperative that both Global and TNCI UK keep overhead to a minimum in order to stretch the funding as far as possible. In an effort to remain viable long enough to bring Global's investment in TNCI UK to fruition, Global began reducing its overhead in December 2000. These reductions have included workforce reductions, termination of a lease for certain New York office space, and subletting portions of the space leased by Global in Philadelphia. In addition, the majority of Global's remaining employees have agreed to defer payment of portions of their salaries until Global is in a position to repay such amounts. Currently, Global has four full-time employees, who, on average, have been receiving approximately 50% of their salaries since December 2000. TNCI UK has four full-time employees. In order to further reduce overhead, Global has determined to de-register its securities, and therefore discontinue its public reporting. In addition, Global will reduce the number of its directors to one. It has been determined that the cost of auditors, attorneys and financial printers, among others, necessary in connection with continuing to report publicly will be too burdensome to Global's already tenuous financial condition. Accordingly, simultaneously with the filing of this Current Report on Form 8-K, Global has filed a Certification and Notice of Termination of Registration Under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) Of the Securities Exchange Act of 1934 on Form 15. 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS EXHIBITS 10.1 Master Agreement by and among TNCI UK Limited, Global Technologies, Ltd., Ocean Castle Partners LLC, the Gross Investment Company LP, and Irwin L. and Linda Gross, dated as of February 12, 2002. 10.2 $45,000 Note from TNCI UK Limited to Global Technologies, Ltd., dated as of February 12, 2002. 10.3 Subscription Agreement for Ordinary Shares of TNCI UK Limited, dated as of February 12, 2002. 10.4 Warrant to Global to purchase Ordinary Shares of TNCI UK Limited, dated as of February 12, 2002. 10.5 Consulting and Management Agreement by and between Ocean Castle Partners LLC and TNCI UK Limited, dated as of February 12, 2002. 10.6 Assignment in part of Consulting and Management Agreement from Ocean Castle Partners LLC to Global Technologies, Ltd., dated as of February 12, 2002. 10.7 Letter from Global Technologies, Ltd. to TNCI UK Limited re: waiver of rights and conversion in connection with Preference Shares, dated February 8, 2002. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GLOBAL TECHNOLOGIES, LTD. Dated: February 12, 2002 By: /s/ IRWIN L. GROSS ------------------------------------ Name: Irwin L. Gross Title: Chairman and Chief Executive Officer 5 INDEX TO EXHIBITS No. Description - --- ----------- 10.1 Master Agreement by and among TNCI UK Limited, Global Technologies, Ltd., Ocean Castle Partners LLC, the Gross Investment Company LP, and Irwin L. and Linda Gross, dated as of February 12, 2002. 10.2 $45,000 Note from TNCI UK Limited to Global Technologies, Ltd., dated as of February 12, 2002. 10.3 Subscription Agreement for Ordinary Shares of TNCI UK Limited, dated as of February 12, 2002. 10.4 Warrant to Global to purchase Ordinary Shares of TNCI UK Limited, dated as of February 12, 2002. 10.5 Consulting and Management Agreement by and between Ocean Castle Partners LLC and TNCI UK Limited, dated as of February 12, 2002. 10.6 Assignment in part of Consulting and Management Agreement from Ocean Castle Partners LLC to Global Technologies, Ltd., dated as of February 12, 2002. 10.7 Letter from Global Technologies, Ltd. to TNCI UK Limited re: waiver of rights and conversion in connection with Preference Shares, dated February 8, 2002. - ---------- * Filed herewith. EX-10.1 3 ex10-1.txt MASTER AGREEMENT Exhibit 10.1 AGREEMENT This AGREEMENT is entered into effective as of the 12th day of February 2002, by and among TNCI UK LIMITED, a company incorporated under the laws of England and Wales ("TNCI UK"), GLOBAL TECHNOLOGIES, LTD., a Delaware corporation ("Global"), Ocean Castle Partners LLC, a Delaware limited liability company ("Ocean Castle"), the Gross Investment Company LP ("GIC"), and Irwin L. and Linda Gross, as joint tenants with right of survivorship (the "Grosses"). BACKGROUND A. Global previously owned 60% of the outstanding equity of TNCI UK. TNCI UK's working capital is currently depleted. Global does not have capital available to satisfy TNCI UK's financing needs. B. Global and Ocean Castle have secured financing for TNCI UK that it is anticipated will allow it to remain viable for up to another 12 months. The investor will not make the investment unless: (1) it will control TNCI UK based on the amount of equity obtained in connection with the financing; (2) it will have the ability to designate a majority of the Board of Directors of the TNCI UK; (3) Global converts all but $45,000 of debt owed by TNCI UK to Global into equity (it being understood that such conversion will result in Global acquiring 4,000,000 ordinary shares (the "Conversion Shares") of 1p each in the capital of TNCI UK ("Ordinary Shares"), and (4) Global waives any rights that it has with respect to its preference shares of TNCI UK (the "Preference Shares") that are in addition to rights Global would have as an ordinary shareholder until it can convert its preference shares into Ordinary Shares, and that Global will so convert its Preference Shares as soon as it is possible for it to do so. Recognizing that without this investment Global's investment in TNCI UK will likely be worthless, Global has agreed to such conversion and waiver. The $45,000 debt shall be represented by a new note in substantially the form of Exhibit "A" attached hereto. The terms of the investment described above are set out in the Subscription Agreement that has been executed and delivered by the investor, a copy of which is attached hereto as Exhibit "B". C. TNCI UK and the investor have agreed that as consideration for its services in securing the financing discussed above, (1) Global shall receive warrants exercisable for 2,069,850 Ordinary Shares (representing 5% of TNCI UK's outstanding share capital) (the form of warrant is attached hereto as Exhibit "C") and a grant of the exclusive distributorship with respect to any of TNCI UK's products or technologies for the rail industry for the United States of America, which by its terms shall terminate upon the bankruptcy of Global; and (2) TNCI UK shall enter into a two-year consulting and management agreement with Ocean Castle, which such agreement shall provide for, among other things, payment of $33,000 per month (the "Consulting Agreement," the form of which is attached hereto as Exhibit "D"). D. Global entered into a line of credit note with the Grosses for an aggregate principal amount of $500,000 (the "Gross Note") and with GIC for an aggregate principal amount of $167,000 (the "GIC Note"). Each of these notes is a demand note. There is currently an outstanding balance of $13,000 on the Gross Note and of $60,000 on the GIC Note. The Gross Note and the GIC Note are secured by a pledge of and security interest in the Preference Shares and any proceeds thereof and is a demand note. Each of the Grosses and GIC has agreed to forebear until the earlier to occur of 12 months from the date hereof or an event of bankruptcy for Global from demanding repayment of any balance due under the Gross Note and the GIC Note in return for a pledge of and security interest in the Conversion Shares. E. The parties hereto desire to enter into this Agreement with respect to the transactions described above. NOW, THEREFORE, in consideration of the foregoing and the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the parties hereto agree as follows: 1 1. CONVERSION OF INDEBTEDNESS. Global hereby agrees that all but $45,000 of its debt position in TNCI UK shall be converted into 4,000,000 Ordinary Shares. Contemporaneously with the execution and delivery of this Agreement, (A) TNCI UK shall prepare and deliver a stock certificate in the name of Global Technologies, Ltd. representing 4,000,000 Ordinary Shares and shall deliver the same to Global, and (B) TNCI UK shall execute and deliver to Global the form of note attached hereto as Exhibit "A" representing the remaining unconverted indebtedness owed by TNCI UK to Global. At such time as the stock certificate is received by Global, Global shall mark any and all notes that it may have representing the indebtedness converted as "cancelled and satisfied", and shall provide copies of such cancelled and satisfied notes to TNCI UK. 2. WAIVER OF RIGHTS. Global hereby agrees to waive any rights that it has with respect to its Preference Shares that are in addition to rights Global would have as an ordinary shareholder until it can convert its preference shares into Ordinary Shares, and that Global will so convert its Preference Shares as soon as it is possible for it to do so. Contemporaneously with the execution and delivery of this Agreement, Global shall provide a letter to TNCI UK setting forth such waiver and request for conversion. 3. FINANCING SERVICES COMPENSATION. TNCI UK hereby agrees that in consideration of its services in securing the financing discussed above, TNCI UK shall execute and deliver to Global the form of warrant attached hereto as Exhibit "C", and hereby grants to Global the exclusive distributorship with respect to any of TNCI UK's products or technologies for the rail industry for the United States of America, which by its terms shall terminate immediately upon any event of Bankruptcy for Global (as defined in paragraph 5 below). TNCI UK agrees that contemporaneously with the execution and delivery hereof, TNCI UK shall execute and deliver to Global the warrant and shall provide a letter to Global the terms of which shall grant to Global the exclusive distributorship discussed above. 4. CONSULTING AGREEMENT. TNCI UK hereby agrees that in consideration of its services in securing the financing discussed above and for the further consideration provided for in the Consulting Agreement, TNCI UK shall contemporaneously with the execution and delivery hereof execute and deliver to Ocean Castle the form of Consulting Agreement attached hereto as Exhibit "D". 5. FORBEARANCE. Each of the Grosses and GIC hereby agree to forbear from demanding repayment of any and all principal balance outstanding under either of the Gross Note and the GIC Note until the earlier of the date that is 12 months from the date hereof or an event of Bankruptcy for Global (as defined below) in exchange for a pledge of and security interest in the Conversion Shares as additional security for the Gross Note and the GIC Note. Global hereby agrees to pledge such Conversion Shares to the Grosses and to GIC and to provide a security interest in such Conversion Shares to the Grosses and GIC in consideration of such agreement to forbear. Contemporaneously with the execution and delivery hereof, Global agrees that it shall prepare, execute and deliver such pledge agreements and financing statements, and/or amend any existing loan and pledge documentation and financing statements, as may be necessary to perfect such pledge and security interest. "Bankruptcy" shall mean (A) a receiver, liquidator or trustee of Global or of a substantial part of its properties shall be appointed by court order and such order shall remain in effect for more than 30 days; (B) Global shall be adjudicated bankrupt or insolvent; (C) a substantial part of the property of Global shall be sequestered by court order and such order shall remain in effect for more than 30 days; (D) a petition to reorganize Global under any bankruptcy, reorganization or insolvency law shall be filed against Global and shall not be dismissed within 30 days after such filing; (E) Global shall file a petition in voluntary bankruptcy or request reorganization under any provision of any bankruptcy, reorganization or insolvency law, or Global shall consent to the filing of any petition against it under any such law; or (F) Global shall make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or consent to the appointment of a receiver, trustee or liquidator of Global, or of all or any substantial part of its properties. 2 6. MISCELLANEOUS. (a) BINDING AND BENEFIT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns; provided that no party may assign any of its rights and/or obligations hereunder without the prior written consent of all other parties hereto. (b) INDULGENCES, ETC. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. (c) CONTROLLING LAW. This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the England and Wales. (d) 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. (e) EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. (f) PROVISIONS SEPARABLE. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. (g) ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. (h) PARAGRAPH HEADINGS. The Paragraph and subparagraph headings in this Agreement have been inserted for convenience of reference only; they form no part of this Agreement and shall not affect its interpretation. (i) GENDER, ETC. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. 3 In WITNESS WHEREOF, the undersigned parties have executed and delivered this Agreement as of the 12th day of February 2002. TNCI UK LIMITED By: /s/ Stephen J. Ollier ------------------------------------- Name: Stephen J. Ollier ------------------------------- Title: Managing Director ------------------------------ GLOBAL TECHNOLOGIES, LTD. By: /s/ Irwin L. Gross ------------------------------------- Name: Irwin L. Gross ------------------------------- Title: Chariman & CEO ------------------------------ /s/ Irwin L. Gross ----------------------------------------- Irwin L. Gross /s/ Linda Gross ----------------------------------------- Linda Gross OCEAN CASTLE PARTNERS LLC By: /s/ Irwin L. Gross ------------------------------------- Name: Irwin L. Gross ------------------------------- Title: Manager ------------------------------ GROSS INVESTMENT COMPANY LP By: GEG, Inc., General Partner By: /s/ Irwin L. Gross ------------------------------------- Name: Irwin L. Gross ------------------------------- Title: President ------------------------------ 4 EX-10.2 4 ex10-2.txt $45,000 PROMISSORY NOTE Exhibit 10.2 PROMISSORY NOTE Principal Sum: $45,000 Dated: February 12, 2002 Holder: Global Technologies, Ltd. Address: 1811 Chestnut Street Suite 120 Philadelphia, PA 19103 Attention: Chairman Facsimile No.: 215.972.8183 TNCI UK LIMITED, a company incorporated under the laws of England and Wales (the "Company"), hereby promises to pay the Principal Sum plus interest at a rate or 7% per annum to the order of Holder, its successors or permitted assigns. The Principal Sum plus interest shall be repaid to Holder in ten equal installments of principal and interest of $4,353.50 each with the first such payment due within 15 days of the date hereof, but in no event after the 28th of February 2002, and each of the successive nine payments due on the first day of each of March 2002 through and including November 2002, with a final payment of $4,352.50 due on the first day of December 2002, unless the Principal Sum, any accrued interest and any other charges become due earlier as a result of an Acceleration Declaration (as defined below). Any principal balance outstanding after the Maturity Date (the earlier to occur of December 1, 2002 and the date of an Acceleration Notice is referred to herein as the "Maturity Date") shall bear interest at the rate of 18% per annum (or, if less, the highest rate permitted by law) ("Default Interest"). Any payment not received by Holder within two days of the due date therefor shall be subject to a late charge of 5% of the amount then due. Payments shall be made to Holder by wire transfer of immediately available funds pursuant to the wire instructions attached hereto as Exhibit "A". The Company may at any time prepay the outstanding principal balance represented by this Note, in whole. Any such prepayment shall be by wire transfer of immediately available funds in accordance with the wire instructions provided by Holder that are attached hereto as Exhibit "A", together with written notice to Holder advising it of such prepayment. Prepayments will be applied first to any charges due, then to the reduction of any accrued interest and then to principal. An "event of default" with respect to this Note shall exist if any of the following shall occur: (i) The Company shall breach or fail to comply with any material provision of this Note and such breach or failure to comply shall continue for two days after written notice by Holder to the Company for a monetary default, and five days after written notice by Holder to the Company for a non-monetary default. (ii) A receiver, liquidator or trustee of the Company or of a substantial part of its properties shall be appointed by court order and such order shall remain in effect for more than 60 days; or the Company shall be adjudicated bankrupt or insolvent; or a substantial part of the property of the Company shall be sequestered by court order and such order shall remain in effect for more than 60 days; or a petition to reorganize the Company under any bankruptcy, reorganization or insolvency law shall be filed against the Company and shall not be dismissed within 60 days after such filing. (iii) The Company shall file a petition in voluntary bankruptcy or request reorganization under any provision of any bankruptcy, reorganization or insolvency law, or shall consent to the filing of any petition against it under any such law. (iv) The Company shall make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or consent to the appointment of a receiver, trustee or liquidator of the Company, or of all or any substantial part of its properties. If an event of default referred to above shall occur, the Holder may at any time thereafter, in addition to Holder's other remedies, by written notice to the Company (an "Acceleration Declaration"), declare the principal amount of this Note, plus any Default Interest and any other amounts due hereunder to be due and payable immediately. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be given by delivery in person, by facsimile, recognized overnight courier, e-mail, or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: (i) if to the Holder, to such address, e-mail address or facsimile number as is set forth in the heading hereof or as the Holder shall furnish to the Company in accordance with this paragraph, and (ii) if to the Company, to it at its headquarters office, e-mail address or facsimile number as set forth below, or to such other address as the Company shall furnish to the Holder in accordance with this paragraph. Delivery in person shall be deemed received by the intended recipient thereof upon delivery, by recognized overnight courier two days after receipt by such courier, by e-mail upon actual receipt, by registered or certified mail five days after posted, and by fax at the time indicated for delivery by a facsimile transmission confirmation sheet produced by the facsimile machine that originated the facsimile transmission. This Note shall be governed and construed in accordance with the laws of England and Wales applicable to agreements made and to be performed entirely within such jurisdiction. The courts in London, England shall have exclusive jurisdiction over this instrument and the enforcement hereof. The Company waives protest, notice of protest, presentment, dishonor, notice of dishonor and demand. If any provision of this Note shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, but this Note shall be construed as if such invalid or unenforceable provision had never been contained herein. The waiver of any event of default or the failure of the Holder to exercise any right or remedy to which it may be entitled shall not be deemed a waiver of any subsequent event of default or of the Holder's right to exercise that or any other right or remedy to which the Holder is entitled. 2 The Holder of this Note shall be entitled to recover its legal and other costs of collecting on this Note, and such costs shall be deemed added to the principal amount of this Note. This Note may be changed, terminated or otherwise modified only in writing executed by the party against whom such modification is sought to be enforced. Any notices required hereunder to the Company shall be sent, e-mailed or faxed to the Company's principal business address at: TNCI UK LIMITED The Mill Lodge Lane Derby DE1 3HB England Tel: 44(0) 1332 202 172 Fax: 44(0) 1332 202 173 Attention: Stephen J. Ollier, Managing Director [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK] 3 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed on the date first above written. TNCI UK LIMITED By: /s/ Stephen J. Ollier --------------------------------- Name: Stephen J. Ollier Title: Managing Director 4 EXHIBIT A ------------------------- WIRE INSTRUCTIONS Chase Manhattan Bank Beneficiary: Global Technologies, Ltd. ABA: 021000021 Account #: 530768119 5 EX-10.3 5 ex10-3.txt SUBSCRIPTION AGREEMENT Exhibit 10.3 SUBSCRIPTION AGREEMENT ORDINARY SHARES TNCI UK Limited February 12, 2002 TO: TNCI UK LIMITED The Mill Lodge Lane Derby DE1 3HB England Tel: 44(0) 1332 202 172 Fax: 44(0) 1332 202 173 Attention: Stephen J. Ollier, Managing Director Gentlemen: 1. SUBSCRIPTION. The investor named below hereby agrees to subscribe for 21,112,470 ordinary shares of 0.01p each ("Ordinary Shares") in the capital of TNCI UK Limited, a company incorporated under the laws of England and Wales (the "Company"), at a price per Ordinary Share of $0.0758. The number of Ordinary Shares subscribed for shall equal 51% of the Company's outstanding share capital, which shall consist of actual shares outstanding and employee stock options and warrants. The aggregate consideration payable for the subscription shall be $1,600,000. Payment of the subscription price shall be made on signing of this Agreement and shall consist of $1,000,000 by wire of immediately available funds pursuant to the instructions attached hereto as Exhibit "B" and a $600,000 note payable within 90 days after the date hereof (the "Note"). The form of Note is attached hereto as Exhibit "A". 2. ADDITIONAL TERMS. Investor acknowledges and understands that: (i) as consideration for its services in connection with this transaction, Global Technologies, Ltd., a Delaware corporation ("Global"), shall receive warrants exercisable for 2,069,850 Ordinary Shares (representing 5% of the Company's outstanding share capital) and a grant of the exclusive distributorship with respect to any of the Company's products or technologies for the rail industry for the United States of America; and (ii) as consideration for its services in connection with this transaction, the Company shall enter into a two-year management and consulting agreement with Ocean Castle Partners LLC, which such agreement shall provide for payment of $33,000 per month. 3. CONDITIONS. It shall be a condition to investor's obligation to fund the purchase price: (i) That Global shall have converted its debt position to equity, except for $48,000 in advances that Company shall repay to Global in 12 monthly instalments beginning with the month in which funds are received by the Company pursuant hereto and then continuing for the next 11 months on the first day thereof. (ii) That Global shall have provided a letter to the Company pursuant to which Global waives any preferential rights that it may have in connection with its Preference Shares until such time as the Company has sufficient authorized Ordinary Shares to allow for the conversion by Global of its Preference Shares to Ordinary Shares, and that at such time, Global shall direct that its Preference Shares be so converted. (iii) That the investor shall have the right to designate a majority of the directors of the Company's board. 4. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. By executing this Subscription Agreement, the investor signatory hereto represents and warrants to Company that such investor has the full right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder; and that this Agreement has been duly authorized, executed and delivered by the investor and constitutes the legal, valid and binding obligation thereof, enforceable against the investor in accordance with its terms. 5. REPRESENTATIONS AND WARRANTIES OF COMPANY. By executing this Subscription Agreement, Company represents and warrants that Company has the full right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder; that this Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms; and that the Ordinary Shares being issued pursuant to this Agreement, and any Ordinary Shares issued upon exercise of any warrants subscribed for pursuant to the terms hereof, are duly authorized, validly issued and fully paid. In addition, the Company hereby represents and warrants that at such time as the Company's Ordinary Shares become publicly tradable in the United Kingdom, any and all restrictions on transfer of Ordinary Shares contained in the Company's organization documents shall be of no further force or effect. 6. MISCELLANEOUS. (a) BINDING AND BENEFIT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns. (b) INDULGENCES, ETC. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. (c) CONTROLLING LAW. This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the England and Wales. (d) EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. (e) PROVISIONS SEPARABLE. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. (f) ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. (g) PARAGRAPH HEADINGS. The Paragraph and subparagraph headings in this Agreement have been inserted for convenience of reference only; they form no part of this Agreement and shall not affect its interpretation. (h) GENDER, ETC. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. (i) NON-ASSIGNMENT. The investor agrees not to assign, charge or otherwise deal with this Agreement in any way without the prior written consent of the Company. [The balance of this page is left blank intentionally.] TNCI UK LIMITED COUNTERPART SUBSCRIPTION AGREEMENT SIGNATURE PAGE Investor, desiring to subscribe for Ordinary Shares of the Company, by executing this Signature Page hereby accepts, adopts and agrees to all terms, conditions and representations of the foregoing Subscription Agreement and agrees to subscribe for the number of Ordinary Shares stated below. Number of Ordinary Shares subscribed for: 21,112,470, constituting 51% of the outstanding share capital of the Company, including employee stock options. Investor shall transfer via wire transfer of immediately available funds to an account designated by the Company: $1,000,000. In addition, investor shall execute and deliver to Company the Note. Dated: February 12, 2002 SIGNATURE BELOW: Individuals: - ------------------------------------ ----------------------------------- (Investor's Signature) (Print Investor's Name Entities: ROYAL HILL COMPANY, a BVI company (Name of Entity) /s/ Mark Weinberg - ------------------------------------ M. Weinberg (Signature of Authorized Signatory (Print Authorized Signatory's Name) for Entity) President (Authorized Signatory's Title) Principal Address: Mailing Address, if different from Principal Address: - ------------------------------------ ----------------------------------- - ------------------------------------ ----------------------------------- - ------------------------------------ ----------------------------------- ACCEPTANCE This Subscription for Ordinary Shares of TNCI UK Limited is hereby accepted by TNCI UK Limited. DATED: February 12, 2002. TNCI UK Limited By: /s/ Stephen J. Ollier ------------------------------- Authorized Signatory EXHIBIT A PROMISSORY NOTE Principal Sum: $600,000 Dated: February 12, 2002 Holder: TNCI UK Limited Address: The Mill Lodge Lane Derby, DE1 3HB England Attention: Managing Director ROYAL HILL COMPANY, a company incorporated under the laws of the British Virgin Islands (the "Company"), hereby promises to pay the Principal Sum to the order of Holder, its successors or permitted assigns, on the date (the "Maturity Date"), which is the earlier of (i) the date that is 90 days from the date hereof or (ii) the date on which Holder gives an Acceleration Declaration (as defined below). This Note shall not bear interest prior to the Maturity Date. This Note shall accrue interest after the Maturity Date at the rate of 18% per annum (or, if less, the highest rate permitted by law) ("Default Interest"). Payment shall be made to Holder in immediately available funds at the address set forth above or by wire transfer of immediately available funds pursuant to the wire instructions attached hereto as Exhibit "A". The Company may at any time prepay the outstanding principal balance represented by this Note, in whole. Any such prepayment shall be by wire transfer of immediately available funds in accordance with the wire instructions provided by Holder that are attached hereto as Exhibit "A", together with written notice to Holder advising it of such prepayment. An "event of default" with respect to this Note shall exist if any of the following shall occur: (i) The Company shall breach or fail to comply with any material provision of this Note and such breach or failure to comply shall continue for two days after written notice by Holder to the Company for a monetary default, and five days after written notice by Holder to the Company for a non-monetary default. (ii) A receiver, liquidator or trustee of the Company or of a substantial part of its properties shall be appointed by court order and such order shall remain in effect for more than 30 days; or the Company shall be adjudicated bankrupt or insolvent; or a substantial part of the property of the Company shall be sequestered by court order and such order shall remain in effect for more than 30 days; or a petition to reorganize the Company under any bankruptcy, reorganization or insolvency law shall be filed against the Company and shall not be dismissed within 30 days after such filing. (iii) The Company shall file a petition in voluntary bankruptcy or request reorganization under any provision of any bankruptcy, reorganization or insolvency law, or shall consent to the filing of any petition against it under any such law. (iv) The Company shall make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or consent to the appointment of a receiver, trustee or liquidator of the Company, or of all or any substantial part of its properties. If an event of default referred to above shall occur, the Holder may at any time thereafter, in addition to Holder's other remedies, by written notice to the Company (an "Acceleration Declaration"), declare the principal amount of this Note, plus any Default Interest and any other amounts due hereunder to be due and payable immediately. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be given by delivery in person, by facsimile, recognized overnight courier, e-mail, or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: (i) if to the Holder, to such address, e-mail address or facsimile number as is set forth in the heading hereof or as the Holder shall furnish to the Company in accordance with this paragraph, and (ii) if to the Company, to it at its headquarters office, e-mail address or facsimile number as set forth below, or to such other address as the Company shall furnish to the Holder in accordance with this paragraph. Delivery in person shall be deemed received by the intended recipient thereof upon delivery, by recognized overnight courier two days after receipt by such courier, by e-mail upon actual receipt, by registered or certified mail five days after posted, and by fax at the time indicated for delivery by a facsimile transmission confirmation sheet produced by the facsimile machine that originated the facsimile transmission. This Note shall be governed and construed in accordance with the laws of England and Wales applicable to agreements made and to be performed entirely within such jurisdiction. The courts in London, England shall have exclusive jurisdiction over this instrument and the enforcement hereof. The Company waives protest, notice of protest, presentment, dishonor, notice of dishonor and demand. If any provision of this Note shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, but this Note shall be construed as if such invalid or unenforceable provision had never been contained herein. The waiver of any event of default or the failure of the Holder to exercise any right or remedy to which it may be entitled shall not be deemed a waiver of any subsequent event of default or of the Holder's right to exercise that or any other right or remedy to which the Holder is entitled. The Holder of this Note shall be entitled to recover its legal and other costs of collecting on this Note, and such costs shall be deemed added to the principal amount of this Note. This Note may be changed, terminated or otherwise modified only in writing executed by the party against whom such modification is sought to be enforced. Any notices required hereunder to the Company shall be sent, e-mailed or faxed to the Company's principal business address at: ---------------------------------- ---------------------------------- ---------------------------------- ---------------------------------- Fax No. -------------------------- e-mail -------------------------- [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK] IN WITNESS WHEREOF, the Company has caused this Note to be duly executed on the date first above written. ROYAL HILL COMPANY By: /s/ Mark Weinberg --------------------------------- Name: Mark Weinberg Title: President EXHIBIT A ------------------------- WIRE INSTRUCTIONS BANK OF SCOTLAND 15 QUEEN STREET NOTTINGHAM, NG1 2BL ENGLAND SORT CODE 12-09-26 ACCOUNT NO.: 07804USD01 BENEFICIARY: TNCI UK LTD EXHIBIT B BANK OF SCOTLAND 15 QUEEN STREET NOTTINGHAM, NG1 2BL ENGLAND SORT CODE 12-09-26 ACCOUNT NO.: 07804USD01 BENEFICIARY: TNCI UK LTD EX-10.4 6 ex10-4.txt WARRANT TO PURCHASE ORDINARY SHARES Exhibit 10.4 WARRANT TO PURCHASE ORDINARY SHARES OF TNCI UK LIMITED Void after February 12, 2007 THIS IS TO CERTIFY THAT, in consideration of its services in connection with securing certain financing for TNCI UK Limited, a company incorporated under the laws of England and Wales (the "Company"), ONE HUNDRED DOLLARS ($100), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GLOBAL TECHNOLOGIES, LTD., a Delaware corporation, or registered assigns ("Holder"), is entitled to purchase from the Company at any time or from time to time prior to 5:00 p.m. (Eastern Standard Time), on February 12, 2007 (the "Expiration Time"), TWO MILLION SIXTY-NINE THOUSAND EIGHT HUNDRED AND FIFTY (2,069,850) ordinary shares of 0.01p each in the capital of the Company ("Ordinary Shares"), at an exercise price of $0.0758 per Ordinary Share (the "Exercise Price"), all subject to adjustment and upon the terms and conditions as hereinafter provided. To the extent not exercised previously, this Warrant will become void at the Expiration Time. Certain capitalized terms used in this Warrant are defined in ARTICLE 5. ARTICLE 1 EXERCISE OF WARRANTS 1.01. METHOD OF EXERCISE. (a) This Warrant is exercisable in whole or in part at any time and from time to time prior to the Expiration Time. To exercise this Warrant, Holder shall deliver to the Company, at the registered office of the Company, (i) this Warrant, (ii) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify that the Warrant is being exercised, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered, (iii) payment of the Exercise Price with respect to such shares, and (iv) any representation required hereby. Such payment may be made, at the option of Holder, by cash, certified or bank cashier's check or wire transfer. (b) Within three (3) days after receipt of the items referred to above, the Company shall execute and deliver or cause to be executed and delivered, in accordance with the Subscription Notice, a certificate or certificates representing the aggregate number of Ordinary Shares specified in the Subscription Notice. The share certificate or certificates so delivered shall be in such denominations as may be specified in such notice or, if such notice shall not specify denominations, shall be in the amount of the number of Ordinary Shares for which the Warrant is being exercised, and shall be issued in the name of Holder or such other name or names as shall be designated in the Subscription Notice. (c) If this Warrant shall have been exercised only in part, at the time of delivery of the share certificate or certificates, the Company shall deliver to Holder a new Warrant evidencing the rights to purchase the remaining Ordinary Shares called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant or, at the election of the Company, an appropriate notation shall be made on this Warrant, which shall then be returned to Holder. (d) The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants, except that, if share certificates or new Warrants shall be registered in a name or names other than the name of Holder in whose name this Warrant is registered, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by Holder at the time of delivering the Subscription Notice or promptly upon receipt of a written request of the Company for payment. 1.02. SHARES TO BE FULLY PAID AND NON-ASSESSABLE. All Ordinary Shares issued upon the exercise of this Warrant shall be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof (other than transfer taxes). In addition, the Company hereby represents and warrants that at such time as the Company's Ordinary Shares become publicly tradable in the United Kingdom, any and all restrictions on transfer of Ordinary Shares contained in the Company's organization documents shall be of no further force or effect. 1.03. NO FRACTIONAL SHARES TO BE ISSUED. The Company shall not be required to issue fractions of Ordinary Shares upon exercise of this Warrant. ARTICLE 2 TRANSFER, EXCHANGE AND REPLACEMENT OF WARRANTS 2.01. OWNERSHIP OF WARRANT. The Company may deem and treat the person in whose name this Warrant is registered as Holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by any person) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for registration of transfer as provided in this ARTICLE 2. 2.02. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANTS. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and -2- representing the right to purchase the same aggregate number of Ordinary Shares as provided for in such lost, stolen, destroyed or mutilated Warrant. 2.03. TRANSFER OF WARRANT. The Company agrees to maintain, at its registered office, books for the registration of transfers of this Warrant. Transfer of this Warrant and all rights hereunder shall be registered on such books, upon surrender of this Warrant to the Company, together with a written assignment of this Warrant duly executed by Holder or a duly authorized agent or attorney, with signatures guaranteed by a bank or securities broker or dealer registered with Securities and Exchange Commission (unless Holder is the original holder of the Warrant or the Company waives the requirement), and funds sufficient to pay any transfer taxes payable upon such transfer. Upon surrender of this Warrant to the Company, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in the instrument of assignment, and this Warrant shall promptly be canceled. Notwithstanding the foregoing, a Warrant may be exercised by a transferee without having a new Warrant issued. The Company shall not be required to register any transfers if Holder fails to furnish to the Company, after a request therefor, evidence reasonably satisfactory to the Company that such transfer is in compliance with all applicable laws. Notwithstanding anything to the contrary contained in this Warrant, the Holder of this Warrant may not assign, charge or otherwise deal with this Warrant in any way without the prior written consent of the Company; provided, however, that the Holder may assign this Warrant in whole or in part to any of its employees without first obtaining the written consent of the Company. 2.04 TRANSFER RESTRICTION. By acceptance of this Warrant, Holder acknowledges that Holder is acquiring for Holder's own account and not with a view to distribution or resale. ARTICLE 3 ANTIDILUTION PROVISIONS; CERTAIN EVENTS 3.01. CERTAIN ADJUSTMENTS. If the Company (a) pays a dividend in Ordinary Shares or makes a distribution in Ordinary Shares, (b) subdivides its outstanding Ordinary Shares, (c) combines its outstanding Ordinary Shares into a smaller number of Ordinary Shares, (d) makes a distribution on its Ordinary Shares in shares of its capital stock other than Ordinary Shares or (e) issues by reclassification or reorganization other securities of the Company to all Holders of Ordinary Shares, the Board of Directors of the Company shall cause an adjustment to be made in the number of shares purchasable upon exercise of this Warrant and the Exercise Price so that the Holder of this Warrant shall be entitled to receive the kind and number of Ordinary Shares or other securities of the Company which the Holder would have owned or have been entitled to receive if this Warrant had been exercised in full immediately prior to any such event or any record date with respect thereto. An adjustment made pursuant to this SECTION 3.01 shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination, reclassification or reorganization, and prompt written notice thereof shall be given to the Holder. -3- 3.02. NEW WARRANTS. Notwithstanding anything herein to the contrary, if the Company issues a new Warrant in whole or partial replacement of this Warrant upon the transfer, combination, division or partial exercise of this Warrant, in replacement of a loss, theft, destruction or mutilation of this Warrant or for any other reason, the new Warrant, at the Company's option, may reflect any adjustments theretofore made pursuant to this ARTICLE 3. 3.03. CONSOLIDATION, MERGER OR SALE OF ASSETS. In the event of any consolidation or merger of the Company with or into another corporation (other than a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding Ordinary Shares of the class issuable upon exercise or exchange of this Warrant) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, this Warrant shall automatically become exercisable for the kind and amount of shares of stock and other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of Ordinary Shares that might have been received upon exercise or exchange of this Warrant immediately prior to such consolidation, merger, sale or conveyance. The Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the acquiring or succeeding person or entity assumes and agrees to the provisions of this SECTION 3.03, including without limitation by way of issuing a supplemental warrant. Any such provision shall include provisions for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this SECTION 3.03 shall similarly apply to successive consolidations, mergers, sales or conveyances. Notice of any the events described in this SECTION 3.03 shall be given to the Holder at the same time that notice thereof is first provided to the shareholders of the Company. ARTICLE 4 MISCELLANEOUS 4.01. NOTICES. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall, unless otherwise expressly required, be deemed to have been duly given, made and received only when delivered (personally, by courier service such as Federal Express, or by other messenger) or when deposited in the United Kingdom or United States mail, registered or certified mail, postage prepaid, return receipt requested, addressed as set forth herein. In the case of the Company, such notices, requests, demands and other communications shall be addressed to: -4- TNCI UK Limited The Mill Lodge Lane Derby, DE1 3HB England Attention: Managing Director Facsimile No.: 011 44 1332 202173 In the case of Holder, such notices, requests, demands and communications shall be addressed to its address as shown on the books maintained by the Company, unless Holder shall notify the Company that notices and communications should be sent to a different address, in which case such notices and communications shall be sent to the address (or telex number) specified by Holder. Any party may alter the address to which communications are to be sent by giving notice in conformity with the foregoing provision. In addition, notices shall be deemed to have been duly given, made and received when transmitted via facsimile to the Company to its designated facsimile machine number or to the intended recipient party at the facsimile machine number of such intended recipient party as shown above or in the Company's records, provided that a facsimile transmission confirmation generated by the facsimile machine from which the facsimile transmission originated can be produced. 4.02. AMENDMENTS. The provisions of this Warrant may be amended, modified or waived only with the written consent of the Company and Holder. 4.03. COVENANTS TO BIND SUCCESSOR AND ASSIGNS. All covenants, stipulations, promises and agreements in this Warrant by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not, and shall benefit Holder and Holder's heirs, executors, personal representatives, successors and assigns. 4.04. NO RIGHTS AS SHAREHOLDER. This Warrant shall not entitle Holder to any rights as a shareholder of the Company either in law or in equity, unless and until Holder exercises the right to purchase Ordinary Shares as provided herein and subject to the provisions of SECTION 1.01 hereof. 4.05. NO IMPAIRMENT. The Company shall not by any action avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Ordinary Shares upon the exercise of this Warrant, and (b) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. 4.06 NUMBER OF DAYS. In computing the number of days for the purpose of this Warrant, all days shall be counted, including Saturdays, Sundays and statutory holidays; provided, however, that if the final day of any time period -5- falls on a Saturday, Sunday or statutory holiday, then such final day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday. 4.07 CONTROLLING LAW. This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of England and Wales. ARTICLE 5 DEFINITIONS The following terms, as used in this Warrant, have the following respective meanings: "Ordinary Shares" has the meaning set forth in the first paragraph of this Warrant, subject to adjustment pursuant to ARTICLE 3. "Company" has the meaning set forth in the first paragraph of this Warrant. "Exercise Price" has the meaning set forth in the first paragraph of this Warrant, subject to adjustment pursuant to ARTICLE 3. "Expiration Time" has the meaning set forth in the first paragraph of this Warrant. "Holder" has the meaning set forth in the first paragraph of this Warrant. -6- IN WITNESS WHEREOF, the Company has caused this Warrant to be executed as of February 12, 2002. TNCI UK Limited By: /s/ Stephen J. Ollier ------------------------------------ Name: Stephen J. Ollier Title: Managing Director -7- SUBSCRIPTION NOTICE (To be executed for exercise of the Warrant) To TNCI UK Limited: The undersigned hereby irrevocably elects to exercise the right of purchase represented by the attached Warrant for, and to purchase thereunder, __________* Ordinary Shares, as provided for therein, and tenders herewith payment of the full Exercise Price, paid in the form of: [ ] cash [ ] certified or bank officer's check [ ] wire transfer Note: Specify form of payment by checking appropriate box. * COMPLETE THIS NUMBER BASED UPON THE NUMBER OF SHARES STATED ON THE FACE OF THIS WARRANT BEFORE ANY ADJUSTMENTS PURSUANT TO ARTICLE 3. THE COMPANY WILL ADVISE HOLDER OR ASSIGNS ON REQUEST ABOUT ANY ADJUSTMENTS THAT HAVE BEEN MADE AND THE EQUIVALENT NUMBER OF SHARES OR OTHER SECURITIES THAT ARE ISSUABLE IN LIEU OF ONE ORDINARY SHARE OUTSTANDING AS OF THE DATE THE WARRANT WAS ORIGINALLY ISSUED, AS WELL AS ANY ADJUSTMENTS THAT HAVE BEEN MADE IN THE EXERCISE PRICE. Please issue a certificate or certificates for such Ordinary Shares in the following name(s) and denomination(s) (if no contrary instructions are stated, a single certificate will be issued in the name of Holder): (NAME) (NAME) --------------------------------- ----------------------------- (ADDRESS) (ADDRESS) ------------------------------ -------------------------- - --------------------------------------- ----------------------------------- - --------------------------------------- ----------------------------------- Denominations: Denominations: ------------------------- ----------------------------------- If said number of shares shall not be all the shares issuable upon exercise of the attached Warrant, a new Warrant is to be issued in the name of Holder for the balance remaining of such shares less any fraction of a share paid in cash. Dated: ______________ ____, ______ ----------------------------------- Note: The above signature should correspond exactly with the name on the face of the attached Warrant or with the name of the assignee appearing in the assignment form below. ASSIGNMENT (To be executed for assignment of the Warrant) For value received, the undersigned holder of the within Warrant hereby sells, assigns and transfers unto the assignee named below the attached Warrant, to the extent of __________ * Ordinary Shares, together with all rights, title and interest therein, and hereby irrevocably constitutes and appoints ____________________ as attorney to transfer said Warrant on the books of the Company, with full power of substitution in the premises. The address of the assignee is: --------------------------------------- --------------------------------------- --------------------------------------- * COMPLETE THIS NUMBER BASED UPON THE NUMBER OF SHARES STATED ON THE FACE OF THIS WARRANT BEFORE ANY ADJUSTMENTS PURSUANT TO ARTICLE 3. THE COMPANY WILL ADVISE HOLDER OR ASSIGNS ON REQUEST ABOUT ANY ADJUSTMENTS THAT HAVE BEEN MADE AND THE EQUIVALENT NUMBER OF SHARES OR OTHER PROPERTY THAT ARE ISSUABLE IN LIEU OF ONE ORDINARY SHARE OUTSTANDING AS OF THE DATE THIS WARRANT WAS ORIGINALLY ISSUED, AS WELL AS ANY ADJUSTMENTS THAT HAVE BEEN MADE IN THE EXERCISE PRICE. IF NO AMOUNT IS STATED, THE ENTIRE INTEREST IN THIS WARRANT WILL BE TRANSFERRED. Dated: ___________ __, ____ ----------------------------------- Note: The above signature should correspond exactly with the name on the face of the attached Warrant. ----------------------------------- Signature Guaranteed EX-10.5 7 ex10-5.txt CONSULTING AND MANAGEMENT SERVICE AGREEMENT Exhibit 10.5 TNCI UK LIMITED OCEAN CASTLE PARTNERS LLC CONSULTING AND MANAGEMENT SERVICES AGREEMENT THIS AGREEMENT, made as of the 12th day of February 2002 ("Effective Date"), sets forth the terms and conditions under which OCEAN CASTLE PARTNERS LLC, a Delaware limited liability company, with offices at 1811 Chestnut Street, Suite 120, Philadelphia, PA 19103 ("Consultant"), will provide services to TNCI UK LIMITED, a company incorporated under the laws of England and Wales, with offices at The Mill, Lodge Lane, Derby DE1 3HB, England ("TNCI UK"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. SCOPE OF SERVICES. The services to be performed by Consultant ("Services") are described in Appendix A to this Agreement, which appendix will also set forth (a) a description of the Services to be performed; (b) the location of performance; and (c) compensation. Consultant should have no expectation of performing (or being paid for) additional work beyond that described in Appendix A or beyond the term of this Agreement. The parties may agree to additional services to be provided pursuant to this Agreement, which will be described in a supplemental appendix and must be signed by both parties. 2. COMPENSATION. Consultant's compensation for Services shall be as set forth in Appendix A. Consultant shall be paid only for work performed during the term of this Agreement. The compensation shall not exceed the maximum expenditure set forth on Appendix A (if any), unless otherwise expressly agreed to in writing. In addition, Consultant shall be reimbursed for all reasonable out of pocket expenses which have been approved in advance by TNCI UK, subject to the following exceptions: All invoices must be accompanied by receipt for each expense in excess of $100.00 and all such invoices must be submitted for payment within thirty (30) day of expenses being incurred by Consultant. TNCI UK shall provide reimbursement to the Consultant within ten (10) days after submission. 3. INDEPENDENT CONTRACTOR. The relationship between Consultant and TNCI UK is that of an independent contractor. No employer/employee relationship is created, and neither party is authorized to bind the other in any way. Consultant is obligated to comply with all requirements (including without limitation those relating to tax withholding) applicable to employers. It is understood and agreed that any fees or other amounts paid by TNCI UK to Consultant hereunder shall not be considered salary for pension or wage tax purposes and neither Consultant nor its employees, agents or contractors will be entitled to any fringe benefits or other supplemental benefit of TNCI UK, and Consultant shall indemnify TNCI UK from any claims to the contrary. TNCI UK shall not be responsible for deducting any taxes, unemployment, social security or other expense, from fees paid under this Agreement. 4. NON-DISCLOSURE. "Confidential Information" means any information identified as such, or information that a reasonable business person would consider private, sensitive or proprietary and includes, without limitation, this Agreement and its terms, TNCI UK's business or marketing plans, intellectual property, processes, procedures, customer lists, trade secrets and any proprietary information and intellectual property of any third party that Consultant receives through TNCI UK. Consultant shall hold in confidence and not disclose any Confidential Information received from TNCI UK and shall treat such information in the same manner as it would treat its own confidential information. Consultant shall not use the Confidential Information except for the purpose of fulfilling its duties under this Agreement. In the event of a breach by Consultant of its obligation under this Section, TNCI UK will suffer irreparable harm and its remedies at law will be inadequate and shall have, in addition to any other remedies it may have, the right to obtain injunctive relief to restrain any breach or threatened breach thereof. Confidential Information shall not include any information that (i) is or comes into the public domain (other than through the fault of Consultant), (ii) is required by law to be disclosed by Consultant, (iii) is independently developed by Consultant outside the scope of the Services, or (iv) was known to Consultant prior to the relationship created by this Agreement. 5. ASSIGNMENT OF RIGHTS. Consultant agrees that any and all software, programs, inventions or other items made or created by it, in any medium, during the term of this Agreement in the course of performing Services, and all proprietary rights therein, including but not limited to worldwide rights of patent, copyright and trade secret, shall be the exclusive property of TNCI UK and "works made for hire" under the United States Copyright Law. To the extent necessary to effectuate the foregoing, Consultant hereby assigns and transfers to TNCI UK all such worldwide rights and agrees to provide such reasonable assistance as may be necessary (at TNCI UK's expense) to perfect TNCI UK's rights hereunder. 6. WARRANTY. Consultant represents and warrants that it has the right to perform the Services, that the Services will be of good quality and performed in a professional and workmanlike manner in accordance with industry standards, that the results of Services delivered hereunder will not infringe the copyright, patent, trade secret, trademark, contractual, employment, nondisclosure rights or other proprietary rights of any third party, and that the performance of the Services will not violate the provisions of any agreement to which Consultant is a party. Consultant warrants that Consultant will comply with all applicable federal, state and local laws. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, CONSULTANT MAKES NO WARRANTY, REPRESENTATION, PROMISE OR GUARANTEE, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WORK PERFORMED, INCLUDING ITS QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. NON-COMPETITION. Without limiting any other provision of this Agreement, while Consultant continues to perform Services for TNCI UK, Consultant shall not render any direct or indirect assistance to any company or enterprise whose actual or proposed business involves the provision of products or services competitive with TNCI UK's products or services, without the prior written consent of TNCI UK. During the term of this Agreement and thereafter, Consultant agrees that it will not publish or otherwise communicate any deleterious remark concerning TNCI UK, its affiliates, directors, officers, employees or agents, or do anything which would directly or indirectly damage the business, business prospects or reputation of TNCI UK. Consultant acknowledges that monetary damages will be inadequate to remedy any breach of this Section and therefore, TNCI UK may seek an injunction to prevent Consultant from breaching this provision, in addition to any other equitable or legal remedy otherwise available. In the event that a court finds this Section unenforceable as overly broad or against public policy, the parties agree that this Section shall be narrowed as necessary to be deemed enforceable. 8. TERM. This Agreement will remain in effect for a period of two years from the Effective Date (the "Term"). 9. LIMITATION OF LIABILITY. EXCEPT FOR (i) DAMAGES TO PERSONS OR TANGIBLE PROPERTY, (ii) CONSULTANT'S VIOLATION OF TNCI UK'S PROPRIETARY RIGHTS, AND (iii) 2 CONSULTANT'S INDEMNIFICATION OBLIGATIONS BELOW, EACH PARTY'S LIABILITY TO THE OTHER AND BOTH PARTIES' SOLE REMEDY HEREUNDER FOR ANY CAUSE, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE TOTAL FEES PAID UNDER THIS AGREEMENT. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF THE OTHER PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. INDEMNITY. Consultant will defend at its own expense any claim, suit or action against TNCI UK, its affiliates, subsidiaries, officers, directors, employees, agents, representatives and consultants and will indemnify and hold such parties harmless against any and all related damages, costs, liabilities, expenses and settlement amounts, based upon any breach of Consultant's warranties above or any other act or omission on Consultant's part, provided that TNCI UK notifies Consultant promptly in writing of any such action and all prior related claims, gives Consultant sole control of the defense and/or settlement of such action, and cooperates fully in any such defense or settlement. TNCI UK may participate in any such claim suit or action with counsel of its own choosing at its own expense. 11. GENERAL. (a) This Agreement, including any Appendices hereto, which are incorporated herein and form a part hererof, constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes all previous communications or agreements, whether oral or written. No waiver or modification of its provisions shall be effective without a writing signed by the parties. (b) The invalidity of any provision of this Agreement shall not affect the validity of any other provision hereof. In the event that the non-competition provision in Section 7 is determined by a court of competent jurisdiction to be unenforceable, such provision shall be enforced to the extent that it is legally enforceable. (c) This Agreement will be construed in accordance with the laws of the England and Wales, and all disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the Courts located in London, England. (d) Consultant may not assign any of its rights or delegate any of its duties under this Agreement to any third party without TNCI UK's prior written consent; provided, however, that Consultant shall be permitted without obtaining any prior consent from TNCI UK to assign the right to receive payments for its services hereunder to any third party. (e) The provisions of this Agreement, with the exception of Section 1, shall survive any termination of this Agreement in accordance with their terms. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same Agreement. 3 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first set forth above. TNCI UK LIMITED By: /s/ Stephen J. Ollier ------------------------------- Name: Stephen J. Ollier Title: Managing Director OCEAN CASTLE PARTNERS LLC By: /s/ Irwin L. Gross ------------------------------- Name: Irwin L. Gross Title: Manager 4 APPENDIX A DESCRIPTION OF SERVICES, COMPENSATION DESCRIPTION OF SERVICES OCEAN CASTLE PARTNERS LLC ("CONSULTANT") shall perform the following services for, or in assistance of, TNCI UK LIMITED ("TNCI UK"): 1) FINANCIAL ADVISORY SERVICES. Consultant shall assist TNCI UK in planning for its capital needs and in obtaining the capital necessary to meet such needs. Such services shall include, without limitation, analysis of the cost of doing business until TNCI UK's operations become cash flow positive, if ever, and how to obtain the financing necessary to cover those costs; sourcing any outside financing that may be necessary to meet such needs (provided, however, that any such services may include fees in addition to the compensation provided for herein); analysis of the type of financing that would best suit TNCI UK's needs; preparation and dissemination of any memoranda and other documentation necessary in connection with obtaining any necessary outside financing; and any and all related functions. 2) OPERATIONS FINANCE. Consultant shall assist TNCI UK with respect to the generation of revenue from product and services sales, which services shall include, without limitation, analysis of the product and service package and method of purchasing such package appropriate for each prospective customer, i.e., in determining the method of purchase that will best incentivize a prospective customer, based on its needs, demands and financial position, to purchase TNCI UK's products and services; financial modeling of revenue generation from sales to prospective customers; cash flow and burn rate analysis regarding TNCI UK's operations after cash flow positive is attained, if ever; and any and all related functions. 3) MARKETING AND SALES STRATEGY. Consultant shall assist TNCI UK with its strategy regarding identifying prospective customers for its products and services and in gaining access to such customers. These services shall include, without limitation, assistance in assessing the package of products and services appropriate to meet the needs and demands of each prospective customer; strategy with respect to, and presentation of, proposals to prospective customers; preparation of any marketing materials deemed necessary in connection with any such presentations; preparation of bid packages and of any prospective customer or governmental agency-required submissions necessary in connection with any such bid packages; negotiations with prospective customers with respect to purchases of such products and services; and any and all related functions. 5 4) STRATEGIC ALLIANCES. Consultant shall assist TNCI UK in identifying companies and technologies, relationships with which could be beneficial to TNCI UK's business. Consultant shall assist in the identification of such prospective alliances and in gaining access to them. Consultant shall also assist in negotiating the terms of any such relationships and preparation of any documentation governing them. 5) BOARD OF DIRECTORS AND MANAGEMENT. Consultant shall assist TNCI UK in identifying and gaining access to individuals who might be beneficial to TNCI UK as members of its Board of Directors or management team. Consultant shall assist in negotiating with any such individuals with respect to the terms of their prospective directorships or management positions and in the preparation of any documentation necessary in connection therewith. 6) PUBLIC RELATIONS. Consultant shall assist TNCI UK in its public relations. These services shall include, without limitation, assistance in determining what business events merit public dissemination; the media and content for any such public disseminations; and any and all related functions. LOCATION OF PERFORMANCE Consultant shall perform its services hereunder primarily from its offices in Philadelphia, Pennsylvania, United States, but shall travel as necessary in order to provide the level of services required hereunder. COMPENSATION Consultant shall be compensated for its services hereunder in an amount of $33,000 per month. The first payment hereunder shall be made on the date hereof, and each successive payment shall be made on the first day of each successive month during the Term beginning with March 1, 2002. All payments shall be by wire transfer of immediately available funds pursuant to the following wire instructions: Bank: Citibank, NY ABA#: 021000089 FBO: Dean Witter Beneficiary a/c: 40611172 For further credit to: 645-12876-58 Ocean Castle Partners 6 EX-10.6 8 ex10-6.txt ASSIGNMENT Exhibit 10.6 ASSIGNMENT THIS ASSIGNMENT made as of the 12th day of February 2002 by and between OCEAN CASTLE PARTNERS LLC, a Delaware limited liability company ("Assignor"), and GLOBAL TECHNOLOGIES, LTD., a Delaware corporation ("Assignee"). WHEREAS, Assignor has entered into a Consulting and Management Agreement (the "Agreement") with TNCI UK Limited, a company organized under the laws of England and Wales ("TNCI UK") whereby TNCI UK has agreed to pay certain compensation and reimburse certain expenses (collectively, the "Compensation") to Assignor in connection with Assignor's provision of services to Assignee as enumerated in the Agreement. WHEREAS, Assignor desires to assign its right under the Agreement to receive a part of the Compensation, and all of its right, title and interest in and to such portion of the Compensation, to Assignee, and Assignee desires to accept such assignment, all subject to the terms and conditions set forth below. NOW, THEREFORE, in consideration of Ten Dollars ($10.00), and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. ASSIGNMENT. Assignor hereby assigns, sets over, transfers, conveys and delivers its right pursuant to the Agreement to receive a part of the Compensation as it shall determine in its sole discretion, and all of its right, title and interest in and to such portion of the Compensation, to Assignee, and agrees to execute and deliver to Assignee such other instruments or documents and take such other actions as Assignee from time to time may reasonably request to effect, evidence, record or confirm such assignment. Assignee hereby accepts such assignment. 2. TERMINATION. This Assignment shall terminate, become null, void and of no further force or effect immediately, automatically and without any action on the part of either party hereto at such time, if any, as Assignee shall suffer an event of Bankruptcy (as defined below), Assignee discontinues its business operations, or Irwin L. Gross ceases to be employed by Assignee. "Bankruptcy" shall mean (A) a receiver, liquidator or trustee of Assignee or of a substantial part of its properties shall be appointed by court order and such order shall remain in effect for more than 30 days; (B) Assignee shall be adjudicated bankrupt or insolvent; (C) a substantial part of the property of Assignee shall be sequestered by court order and such order shall remain in effect for more than 30 days; (D) a petition to reorganize Assignee under any bankruptcy, reorganization or insolvency law shall be filed against Assignee and shall not be dismissed within 30 days after such filing; (E) Assignee shall file a petition in voluntary bankruptcy or request reorganization under any provision of any bankruptcy, reorganization or insolvency law, or Assignee shall consent to the filing of any petition against it under any such law; or (F) Assignee shall make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or consent to the appointment of a receiver, trustee or liquidator of Assignee, or of all or any substantial part of its properties. 1 3. MISCELLANEOUS. This Assignment constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, and may be amended only in a writing signed by both parties. This Assignment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. In case any provision in this Assignment shall be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof. This Assignment shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of conflict of laws. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Assignment in the City of Philadelphia, Commonwealth of Pennsylvania, as of the date first set forth above. ASSIGNOR: ASSIGNEE: OCEAN CASTLE PARTNERS LLC GLOBAL TECHNOLOGIES, LTD. By: /s/ Irwin L. Gross By: /s/ S. Lance Silver --------------------------------- ----------------------------------- Name: Irwin L. Gross Name: S. Lance Silver --------------------------- ----------------------------- Title: Manager Title: General Counsel -------------------------- ---------------------------- 2 EX-10.7 9 ex10-7.txt LETTER FROM GLOBAL TO TNCI Exhibit 10.7 February 8, 2002 VIA FACSIMILE & REGULAR MAIL TNCI UK Limited The Mill Lodge Lane Derby, DE1 3HB England Facsimile: 011 44 1332 202 173 Attention: Stephen J. Ollier, Managing Director RE: PREFERENCE SHARES Dear Stephen: Global Technologies, Ltd., a Delaware corporation ("Global"), effective upon the closing of the new investment from Royal Hill, Ltd., hereby waives any rights that it has with respect to its Preference Shares that are in addition to rights it would have as an ordinary shareholder of TNCI UK, and directs that TNCI UK effect the conversion of Global's Preference Shares into ordinary shares as soon as it is possible for TNCI UK to do so. Please take any and all actions necessary in order to document the waiver of rights and effect the conversion discussed above. Please simply provide us notice of the conversion date. Sincerely, /s/ Irwin L. Gross Irwin L. Gross Chairman & CEO -----END PRIVACY-ENHANCED MESSAGE-----