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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GLOBALINK, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
37936V 102
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(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
Telephone: (212) 818-8800
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Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
June 11, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information that would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 37936V 102 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David S. Nagelberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO - See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
960,239 Shares
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 960,239 Shares
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
960,239 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
CUSIP No. 37936V 102 Page 3 of 5 Pages
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Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, $.01 par value ("Common Stock"), of Globalink, Inc. ("Issuer"), a
Delaware corporation, whose principal executive offices are located at 9302 Lee
Highway, 12th Floor, Fairfax, Virginia 22031.
The percentage of beneficial ownership reflected in this Statement is based
upon 9,173,749 shares of Common Stock outstanding on May 28, 1998, which number
has been obtained directly from the Issuer.
Item 2. Identity and Background
(a) Name: This statement is filed on behalf of David S. Nagelberg
("Nagelberg").
(b) Business Address: Nagelberg has a business address of c/o M.H. Meyerson
& Co., Inc., Newport Office Tower, 34th Floor, 525 Washington Boulevard, Jersey
City, New Jersey 07310.
(c) Principal Business: Nagelberg is principally engaged in the investment
banking business for M.H. Meyerson & Co., Inc. ("Meyerson"), an investment
banking firm with its offices at Newport Office Tower, 34th Floor, 525
Washington Boulevard, Jersey City, New Jersey 07310.
(d) Convictions: During the last five years, Nagelberg has not been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Regulatory Proceedings: During the last five years, Nagelberg has not
been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in any judgment, decree or final order against
him enjoining him from engaging in future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship: Nagelberg is a citizen of the United States.
Item 3. Source and Amounts of Funds or Other Consideration
Unchanged.
Item 4. Purpose of Transactions
Unchanged.
<PAGE>
CUSIP No. 37936V 102 Page 4 of 5 Pages
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Item 5. Interest in Securities of the Issuer
(a) Nagelberg directly owns and holds in his individual account 104,850
shares of Common Stock, and 200,000 units ("October 1997 Units") purchased from
the Issuer in a private offering consummated in October 1997 ("October 1997
Private Offering"), each October 1997 Unit consisting of one share of Common
Stock and one Warrant ("October 1997 Warrant"). Each October 1997 Warrant
entitles its holder to purchase one share of Common Stock until October 19,
2002, at an exercise price of $1.75. Nagelberg is deemed to beneficially own the
200,000 shares of Common Stock underlying the October 1997 Warrants because the
October 1997 Warrants are currently exercisable. Nagelberg also directly owns
and holds in his individual account 18,182 Unit Purchase Options ("October 1997
UPOs"), which are exercisable at $1.51 per October 1997 Unit until October 19,
2002. Nagelberg is deemed to beneficially own the 18,182 shares of Common Stock
underlying the October 1997 Units and the 18,182 shares of Common Stock
underlying the October 1997 Warrants included in the October 1997 Units since
the October 1997 UPOs and October 1997 Warrants included in the October 1997
UPOs are both immediately exercisable.
Nagelberg also directly owns and holds in his Individual Retirement Account
("IRA") 1.75 units ("June 1998 Units") purchased from the Issuer in a private
placement which is the subject of this report ("June 1998 Private Placement"),
each June 1998 Unit consisting of a $100,000 principal amount 10% convertible
debenture ("Convertible Debenture") and 23,000 warrants, each to purchase one
share of Common Stock ("June 1998 Warrant"). The Convertible Debenture matures
June 10, 2003 and is convertible at an initial conversion price of $2.00 per
share. The June 1998 Warrant is exercisable until June 10, 2003 at an exercise
price of $2.50 per share. Nagelberg is deemed to beneficially own the 87,500
shares of Common Stock underlying the Convertible Debenture held in the IRA as
it may be converted at any time. Nagelberg is deemed to beneficially own the
40,250 shares of Common Stock underlying the June 1998 Warrant as it is
presently exercisable.
Nagelberg also directly owns and holds in his individual account a purchase
option ("June 1998 Purchase Option") purchased from the Issuer in the June 1998
private placement. The June 1998 Purchase Option entitles Nagelberg to purchase
63,025 shares of Common Stock at an exercise price of $2.20 per share until June
10, 2003. Nagelberg is deemed to beneficially own the 63,025 shares of Common
Stock underlying the June 1998 Purchase Option as such option is presently
exercisable.
In addition, Nagelberg serves as custodian for four custodial accounts
("Custodial Accounts") for the benefit of his children. Nagelberg may be deemed
to beneficially own an aggregate of 228,250 shares of Common Stock held in the
Custodial Accounts, comprised of (i) 75,000 shares of Common Stock underlying
Convertible Debentures, (ii) 34,500 shares of Common Stock underlying June 1998
Warrants and (iii) 118,750 shares of Common Stock.
Accordingly, Nagelberg may be deemed to beneficially own 960,239 shares of
Issuer's Common Stock, or approximately 9.9% of the outstanding shares of Common
Stock.
<PAGE>
CUSIP No. 37936V 102 Page 5 of 5 Pages
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(b) Nagelberg has sole voting and dispositive power over all of the 960,239
shares of Issuer's Common Stock beneficially owned by him.
(c) On June 11, 1998, Nagelberg (i) through the IRA, purchased 1.75 June
1998 Units at a purchase price of $100,000 per June 1998 Unit for an aggregate
purchase price of $175,000; (ii) through his individual account, acquired the
June 1998 Purchase Option at a nominal purchase price; and (iii) as custodian
for the Custodial Accounts purchased an aggregate of 1.5 June 1998 Units at a
purchase price of $100,000 per June 1998 Unit for an aggregate purchase price of
$150,000.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
Unchanged.
Item 7. Material to be Filed as Exhibits
4.4 Form of Convertible Debenture
4.5 Form of June 1998 Warrant
4.6 Form of June 1998 Purchase Option
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 17, 1998
/s/ David S. Nagelberg
________________________________
David S. Nagelberg
<PAGE>
NEITHER THIS DEBENTURE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
UNDER ANY STATE SECURITIES LAW. THE COMPANY WILL NOT TRANSFER THIS DEBENTURE OR
ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION UNLESS (i) THERE IS AN
EFFECTIVE REGISTRATION COVERING THIS DEBENTURE OR SHARES UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS, (ii) IT FIRST RECEIVES AN OPINION FROM AN
ATTORNEY, REASONABLY ACCEPTABLE TO THE COMPANY, STATING THAT THE PROPOSED
TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE
STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144
PROMULGATED UNDER THE ACT.
GLOBALINK, INC.
10% CONVERTIBLE DEBENTURE
Debenture No.: ________________ June 11, 1998
Principal Amount: ______________
FOR VALUE RECEIVED, GLOBALINK, INC., a Delaware corporation
("Company"), with its principal office presently located at 9302 Lee Highway,
Fairfax, Virginia 20031, promises to pay to the order of ___________________,
with an address of _______________ ("Holder"), on June 10, 2003, ("Maturity
Date"), the principal amount indicated above, in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public or private debts. Interest on the unpaid balance of the
principal amount outstanding shall accrue at the rate of ten (10%) percent per
annum commencing as of the date hereof and shall be due and payable on each
anniversary of the date hereof; provided, however, that if any principal amount
is converted pursuant to the provisions of section 4, all accrued but unpaid
interest on such principal amount shall be paid within ten (10) business days
after such conversion; and provided further that if this Debenture is not paid
in full on or before the Maturity Date, interest shall accrue on the principal
amount outstanding from the Maturity Date up to and including the date of
payment at a rate equal to the lesser of eighteen percent (18%) per annum or the
maximum interest rate allowed under applicable law. This Debenture is one of a
series of debentures of like tenor in the aggregate principal amount of
$2,200,000 being issued simultaneously herewith, and this Debenture shall be
paid and redeemed (if elected by the Company) pro rata with the other debentures
of this series. Payments of principal and interest are to be made at the address
of the Holder designated above or at such other place as the Holder shall have
given notice to the Company as provided in section 7.4 at least five business
days before such payment is due. The obligation of the Company under this
Debenture to pay both principal and interest hereon is unconditional and
absolute and all payments shall be made without set-off or deduction.
<PAGE>
This Debenture is issued pursuant to an Agency Agreement
between the Company and M.H. Meyerson & Co., Inc. ("Placement Agent"), dated as
of May 28, 1998, ("Agency Agreement"), a copy of which is available for
inspection at the Company's principal executive office. Reference herein to the
Agency Agreement shall in no way impair the absolute and unconditional
obligation of the Company to pay both principal and interest hereon.
1. Events of Default. Upon the occurrence of any of the following
events (herein called "Events of Default"):
(i) The Company shall fail to pay the principal of or
interest on this Debenture on the dates such amounts shall become due
and payable;
(ii) (A) The Company shall commence any proceeding or
other action relating to it in bankruptcy or seek reorganization,
arrangement, readjustment of its debts, receivership, dissolution,
liquidation, winding-up, composition or any other relief under any
bankruptcy law, or under any other insolvency, reorganization,
liquidation, dissolution, arrangement, composition, readjustment of
debt or any other similar act or law, of any jurisdiction, domestic or
foreign, now or hereafter existing; or (B) the Company shall admit the
material allegations of any petition or pleading in connection with any
such proceeding; or (C) the Company shall apply for, or consent or
acquiesce to, the appointment of a receiver, conservator, trustee or
similar officer for it or for all or a substantial part of its
property; or (D) the Company shall make a general assignment for the
benefit of creditors;
(iii) (A) The commencement of any proceedings or the
taking of any other action against the Company in bankruptcy or seeking
reorganization, arrangement, readjustment of its debts, liquidation,
dissolution, arrangement, composition, or any other relief under any
bankruptcy law or any other similar act or law of any jurisdiction,
domestic or foreign, now or hereafter existing and the continuance of
any of such events for sixty (60) days undismissed, unbonded or
undischarged; or (B) the appointment of a receiver, conservator,
trustee or similar officer for the Company for any of its property and
the continuance of any of such events for sixty (60) days undismissed,
unbonded or undischarged; or (C) the issuance of a warrant of
attachment, execution or similar process against any of the property of
the Company and the continuance of such event for sixty (60) days
undismissed, unbonded and undischarged;
(iv) Any breach of any of the Company's
representations or warranties or covenants contained in the Agency
Agreement; provided, however, that with respect to a failure to comply
with any such covenant, if such failure is capable of being remedied,
such failure is not remedied within thirty (30) days after the Company
has been given notice of same;
(v) The Company shall fail to comply with any of its
obligations under this Debenture; provided, however, that with respect
to a failure to comply with any of the provisions of Sections 2.1(a)
and (c), if such failure is capable of being remedied, such failure is
not remedied within thirty (30) days after the Company has been given
notice of same;
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<PAGE>
(vi) The Company shall default with respect to any
indebtedness for borrowed money (other than under this Debenture) if
either (a) the effect of such default is to accelerate the maturity of
such indebtedness (giving effect to any applicable grace periods) or
(b) the holder of such indebtedness declares the Company to be in
default (giving effect to any applicable grace periods); or
(vii) Any judgment or judgments against the Company
or any attachment, levy or execution against any of its properties for
any amount in excess of $100,000 in the aggregate shall remain unpaid,
or shall not be released, discharged, dismissed, stayed or fully bonded
for a period of thirty (30) days or more after its entry, issue or
levy, as the case may be; or
(viii) The Company's stockholders' equity, as
reported on any balance sheet of the Company included within a report
filed by the Company pursuant to the Securities Exchange Act of 1934,
as amended, shall be below $5,000,000;
then, and in any such event, the Holder at its option and upon notice to the
Company, may accelerate the Maturity Date and declare the entire principal
amount of this Debenture then outstanding, together with accrued but unpaid
interest thereon, immediately due and payable, and the same shall forthwith
become immediately due and payable without presentment, demand, protest, or
other notice of any kind, all of which are expressly waived.
2. Covenants.
2.1. Affirmative Covenants. The Company covenants and
agrees that, while this Debenture is outstanding, it shall:
(a) Pay and discharge all taxes, assessments and governmental
charges or levies imposed upon it or upon its income and profits, or upon any
properties belonging to it before the same shall be in default; provided,
however, that the Company shall not be required to pay any such tax, assessment,
charge or levy which is being contested in good faith by proper proceedings and
adequate reserves for the accrual of same are maintained if required by
generally accepted accounting principles;
(b) Preserve its corporate existence and continue to engage in
business of the same general type as conducted as of the date hereof;
(c) Comply in all respects with all statutes, laws,
ordinances, orders, judgments, decrees, injunctions, rules, regulations,
permits, licenses, authorizations and requirements ("Requirement(s)") of all
governmental bodies, departments, commissions, boards, companies or associates
insuring the premises, courts, authorities, officials, or officers, which are
applicable to the Company; except wherein the failure to comply would not have a
material adverse effect on the Company; provided that nothing contained herein
shall prevent the Company from contesting the validity or the application of any
Requirements.
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<PAGE>
2.2. Negative Covenants. The Company covenants and agrees
that while this Debenture is outstanding it will not directly or indirectly:
(a) Guaranty or otherwise in any way become or be responsible
for indebtedness for borrowed money received by anyone other than the company or
a wholly-owned subsidiary or for obligations of any of its officers or directors
or any of their affiliates, contingently or otherwise, other than such
guaranties existing as of the date hereof;
(b) Declare or pay cash dividends other than with respect to
the Company's Series A-2 Convertible Preferred Stock;
(c) Sell, transfer or dispose of, all or substantially all of
its assets other than in the ordinary course of its business and for fair value;
or
(d) Purchase, redeem or otherwise acquire for value any of its
Common Stock now or hereafter outstanding.
3. Subordination. The indebtedness evidenced by this Debenture is
hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of all the Company's
Senior Indebtedness, as hereinafter defined.
3.1. Senior Indebtedness. As used in this Debenture, the term
"Senior Indebtedness" shall mean the Company's existing debt obligations to
First Union National Bank and all future indebtedness of the Company to banks,
insurance companies or other financial institutions regularly engaged in the
business of lending money, which (i) is for money borrowed by the Company; (ii)
is secured by, in general, a perfected first priority security interest in all
or substantially all of the Company's assets; (iii) is not convertible in whole
or in part into capital stock of the Company; and (iv) was not issued in tandem
or concurrent with any capital stock of the Company or any other security of the
Company exercisable or convertible into any capital stock of the company.
3.2. Default on Senior Indebtedness. If there shall occur any
receivership, insolvency, assignment for the benefit of creditors, bankruptcy,
reorganization or arrangements with creditors (whether or not pursuant to
bankruptcy or other insolvency laws), sale of all or substantially all of the
assets, dissolution, liquidation or any other marshaling of the assets and
liabilities of the Company, or if this Debenture shall be declared due and
payable upon the occurrence of a default with respect to any Senior
Indebtedness, then (i) no amount shall be paid by the Company in respect of the
principal of or interest on this Debenture at the time outstanding, unless and
until the principal of and interest on the Senior Indebtedness then outstanding
shall be paid in full, and (ii) no claim or proof of claim shall be filed with
the Company by or on behalf of the Holder that shall assert any right to receive
any payments in respect of the principal of and interest on this Debenture
except subject to the payment in full of the principal of and interest on all of
the Senior Indebtedness then outstanding. If there occurs an event of default
that has been declared in writing with respect to any Senior Indebtedness as
defined in the instrument governing such Senior Indebtedness or in the
instrument under which any Senior Indebtedness if outstanding, permitting the
holder of such Senior Indebtedness to accelerate the maturity thereof, then,
unless and until such default shall have been cured or waived or shall have
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<PAGE>
ceased to exist, or all Senior Indebtedness shall have been paid in full, no
payment shall be made in respect of the principal of or interest on this
Debenture.
3.3. Effect of Subordination. Subject to the rights, if any,
of the holders of Senior Indebtedness under this section 3 to receive cash,
securities or other properties otherwise payable or deliverable to the Holder,
nothing contained in this section 3 shall impair, as between the Company and the
Holder, the obligation of the Company, subject to the terms and conditions
hereof, to pay to the Holder the principal hereof and interest hereon as and
when the same become due and payable, or shall prevent the Holder, upon default
hereunder, from exercising all rights, powers and remedies otherwise provided
herein or by applicable law.
3.4. Undertaking. By its acceptance of this Debenture, the
Holder agrees to execute and deliver such documents as may be reasonably
requested from time to time by the Company or the holder of any Senior
Indebtedness in order to implement the foregoing provisions of this section 3.
4. Conversion.
4.1. Voluntary Conversion. The Holder shall have the right, at
the Holder's option, at any time and from time to time prior to redemption by
the Company pursuant to section 5, to convert the unpaid principal into shares
of Common Stock, par value $.01 per share, of the Company ("Common Stock") at a
price, subject to adjustment as provided herein ("Conversion Price"), equal to
$2.00 per share.
4.2. Automatic Conversion. Provided that (i) no Event of
Default then exists, and (ii) the Common Stock is then listed on the New York
Stock Exchange or American Stock Exchange or quoted on the Nasdaq National
Market or Nasdaq SmallCap Market, then immediately prior to the close of
business on June 10, 2003, the entire unpaid principal amount of this Debenture
shall be automatically converted into shares of Common Stock at the Conversion
Price, whereupon the Company shall deliver the certificate representing the
shares of Common Stock into which the unpaid principal amount has been
converted, together with all interest accrued but unpaid through June 10, 2003,
to the Holder within ten (10) business days after the Holder shall have
surrendered to the Company this Debenture, and the Holder shall be treated for
all purposes as the record holder of such shares issuable upon conversion as of
the close of business on June 10, 2003.
4.3. Mechanics and Effect of Voluntary Conversion. In order to
convert any unpaid principal into shares of Common Stock, the Holder shall
surrender this Debenture and give notice, in the form of Conversion Notice
annexed to this Debenture, to the Company at its principal executive office, of
its election to convert all or a portion of the unpaid principal and shall state
therein the principal amount to be converted and the address to which the
certificate representing the shares of Common Stock to be issued are to be
delivered. The Company shall, as soon as practicable, but not later than five
(5) business days after the date of receipt of the Conversion Notice and
Debenture, issue and deliver to a location in the United States designated by
the Holder (i) a certificate for the number of shares of Common Stock to which
the holder shall be entitled as aforesaid; (ii) a check payable to the order of
the Holder in the amount of interest accrued on the principal amount so
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<PAGE>
converted; and (iii) if the entire unpaid principal amount has not been
converted, a replacement Debenture reflecting the balance of unpaid principal
amount not so converted. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date which the Written Notice
is received by the Corporation in accordance herewith ("Conversion Date"), and
the Holder shall be treated for all purposes as the record holder of such shares
of Common Stock as of such Conversion Date.
4.4. Fractional Shares. The Company shall not be required to
issue fractions of shares of Common Stock upon conversion. If any fractions of a
share would, but for this Section 4.3, be issuable upon any conversion, in lieu
of such fractional share the Company shall round up or down to the nearest whole
number of shares.
4.5. Reservation of Shares. The Company shall reserve and
shall at all times have reserved out of its authorized but unissued shares of
Common Stock sufficient shares of Common Stock to permit the conversion of the
unpaid principal amount pursuant to this Section 4. All shares of Common Stock
which may be issued upon conversion shall be validly issued, fully paid and
nonassessable. So long as this Debenture remains outstanding, the Company shall
maintain the listing of the shares of Common Stock to be issued upon conversion
on each national securities exchange on which Common Stock is listed or on the
Nasdaq Stock Market if the Common Stock is then quoted on the Nasdaq Stock
Market.
4.6. Adjustments.
(a) Split, Subdivision or Combination of Shares. If the
outstanding shares of the Company's Common Stock at any time while this
Debenture remains outstanding shall be subdivided or split into a greater number
of shares, or a dividend in Common Stock shall be paid in respect of Common
Stock, the Conversion Price in effect immediately prior to such subdivision or
split or at the record date of such dividend shall, simultaneously with the
effectiveness of such subdivision or split or immediately after the record date
of such dividend (as the case may be) shall be proportionately decreased. If the
outstanding shares of Common Stock shall be combined or reverse-split into a
smaller number of shares, the Conversion Price in effect immediately prior to
such combination or reverse split shall, simultaneously with the effectiveness
of such combination or reverse split, be proportionately increased.
(b) Reclassification, Reorganization, Consolidation or Merger.
In the case of any reclassification of the Common Stock (other than a change in
par value or a subdivision or combination as provided for in section 4.6(a)), or
any reorganization, consolidation or merger of the Company with or into another
corporation (other than a merger or reorganization with respect to which the
Company is the continuing corporation and which does not result in any
reclassification of the Common Stock ), or a transfer of all or substantially
all of the assets of the Company, or the payment of a liquidating distribution
then, as part of any such reorganization, reclassification, consolidation,
merger, sale or liquidating distribution, lawful provision shall be made so that
the Holder shall have the right thereafter to receive upon the conversion
hereof, the kind and amount of shares of stock or other securities or property
which the Holder would have been entitled to receive if, immediately prior to
any such reorganization, reclassification, consolidation, merger, sale or
liquidating distribution, as the case may be, the Holder had held the number of
shares of Common Stock which were then purchasable upon the conversion of this
Debenture. In any such case, appropriate adjustment (as reasonably determined by
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<PAGE>
the Board of Directors of the Company) shall be made in the application of the
provisions set forth herein with respect to the rights and interests thereafter
of the Holder such that the provisions set forth in this Section 4 (including
provisions with respect to the Conversion Price) shall thereafter be applicable,
as nearly as is reasonably practicable in relation to any shares of stock or
other securities or property thereafter deliverable upon the conversion of this
Debenture.
(c) De Minimis Adjustments. No adjustment in the Conversion
Price shall be required unless such adjustment would require an increase or
decrease in the Conversion Price of at least $0.01; provided, however, that any
adjustments which by reason of section 4.6 are not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under section 4.6 shall be made to the nearest cent or to the
nearest 1/100th of a share, as the case may be.
(d) Notice of Adjustment. Whenever the Conversion Price or
kind of securities purchasable upon conversion of this Debenture shall be
adjusted as required by the provisions of section 4.6, the Company shall
forthwith file with its Secretary or Assistant Secretary at its principal office
an officer's certificate showing the adjusted Conversion Price or kind of
securities purchasable upon conversion of this Debenture determined as herein
provided and setting forth in reasonable detail such facts as shall be necessary
to show the reason for and the manner of computing such adjustments. Each such
officer's certificate shall be made available at all reasonable times for
inspection by the Holder and the Company shall, forthwith after each such
adjustment, forward a copy of such certificate to the Holder in the manner
provided for notices under section 7.4.
4.7. No Impairment. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 4 and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the Holder against
impairment.
5. Redemption.
5.1. Redemption Right. The Company may redeem for cash all
(but not less than all) of this Debenture at a redemption price equal to the
unpaid (and not yet converted) principal amount hereof, plus accrued interest
thereon, at any time after July 10, 2000, if notice of redemption as provided in
section 5.2 is given and the Closing Bid Price of the Common Stock has been at
least $4.00 per share on each of the twenty (20) consecutive trading days ending
on the third (3rd) trading day prior to the date on which notice of redemption
is given. The "Closing Bid Price" shall mean the closing bid price for the
Company's Common Stock as reported by the national securities exchange on which
the Common Stock is listed or admitted to trading, or, if the Common Stock is
not listed or admitted to trading on any national securities exchange or if any
such exchange on which the Common Stock is listed or admitted to trading is not
its principal trading market, the closing bid price as reported by the Nasdaq
Stock Market if the Common Stock is quoted on the Nasdaq National Market or
Nasdaq SmallCap Market. If the Common Stock is not listed on a national
securities exchange or quoted on the Nasdaq National Market or Nasdaq SmallCap
-7-
<PAGE>
Market, but is traded in the residual over-the-counter market, the closing bid
price shall mean the closing bid price for the Common Stock, as reported by the
NASD OTC Bulletin Board or the National Quotation Bureau, Incorporated, or
similar publisher of such quotations. If the Closing Bid Price cannot be
determined pursuant to the above, the Closing Bid Price shall be such price as
the Board of Directors of the Company shall determine in good faith.
5.2. Date Fixed for Redemption; Notice of Redemption. In the
event the Company shall elect to redeem this Debenture, the Company shall fix a
date for the redemption and shall give notice to the Holder in the manner
provided in section 7.4 not less than twenty (20) days prior to the date fixed
for redemption.
5.3. Conversion After Notice of Redemption. This Debenture may
be converted in accordance with section 4 at any time after notice of redemption
shall have been given by the Company pursuant to section 5.2 hereof and prior to
the date fixed for redemption. On and after the redemption date, the Holder
shall have no further rights to convert the unpaid principal amount of this
Debenture.
6. Replacement and Transfer.
6.1. Replacement of Debenture. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Debenture and (in the case of loss, theft or destruction) of indemnity
satisfactory to it, and upon reimbursement to the Company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of such
Debenture, if mutilated, the Company will make and deliver in lieu of such
Debenture a new Debenture of like tenor and unpaid principal amount and dated as
of the original date of the Debenture.
6.2. Transfers. Subject to the restrictions on transfer
required by applicable securities laws described below, this Debenture may be
transferred by surrendering this Debenture, together with the assignment form
annexed hereto duly executed and completed, to the Company. The Company shall
immediately transfer this Debenture on its books and records and shall execute
and deliver a new Debenture of like tenor to the transferee as contemplated by
such assignment. This Debenture shall not be transferred unless (i) there is an
effective registration covering this Debenture under the Act and applicable
state securities laws, (ii) the company shall have first received an opinion
from an attorney, reasonably acceptable to the Company (the Company hereby
agreeing that the opinion of Graubard Mollen & Miller shall be acceptable),
stating that the proposed transfer is exempt from registration under the Act and
all applicable state securities law, or (iii) the transfer is made pursuant to
Rule 144 promulgated under the Act.
7. Miscellaneous.
7.1. Non-Waiver and Other Remedies. No course of dealing or
delay on the part of the Holder of this Debenture in exercising any right
hereunder shall operate as a waiver or otherwise prejudice the right of the
Holder of this Debenture. No remedy conferred hereby shall be exclusive of any
other remedy referred to herein or now or hereafter available at law, in equity,
by statute or otherwise.
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<PAGE>
7.2. Collection Costs; Attorney's Fees. In the event this
Debenture is turned over to an attorney for collection, the Company agrees to
pay all reasonable costs of collection, including reasonable attorney's fees and
expenses and all out of pocket expenses incurred in connection with such
collection efforts, which amounts may, at the Holder's option, be added to the
principal hereof.
7.3. Benefit. Subject to the restrictions on transfer set
forth in the legend on the facing page of this Debenture, the rights and
obligations of the Company and the Holder shall be binding upon and inure to the
benefit of the parties hereto and their heirs, executors, administrators,
successors and assigns.
7.4. Notices. All notices and other communications under this
Debenture (except payment) shall be in writing, and shall be sufficiently given
if sent to the Holder or the Company, as the case may be, by hand delivery,
private overnight courier, with acknowledgment of receipt, or by registered or
certified mail, return receipt requested, as follows:
To Holder: To Holder's address on page 1 of this Debenture
Attention: [Name of Holder]
To The Company: To the Company's Principal Executive Offices
Attention: President
In either case with
copies to: M.H. Meyerson & Co., Inc.
525 Washington Boulevard
Jersey City, New Jersey 07310
Attn: Ronald I. Heller
or to such other address as any of them, by notice to the others may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or by overnight courier or five (5) business days after
mailing.
7.5. Governing Law. This Debenture shall be governed by and
construed in accordance with the internal law of the State of New York without
regard to principles of conflicts of laws.
7.6. Jurisdiction and Venue. The Company (i) agrees that any
legal suit, action or proceeding arising out of or relating to this Debenture
shall be instituted exclusively in New York State Supreme Court, County of New
York or in the United States District Court for the Southern District of New
York, (ii) waives any objection to the venue of any such suit, action or
proceeding and the right to assert that such forum is not a convenient forum,
and (iii) irrevocably consents to the jurisdiction of the New York State Supreme
Court, County of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding, and the Company
further agrees to accept and acknowledge service of any and all process which
may be served in any such suit, action or proceeding in New York State Supreme
Court, County of New York, or in the United States District Court for the
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<PAGE>
Southern District of New York and agrees that service of process upon it mailed
by certified mail to its address shall be deemed in every respect effective
service of process upon it in any such suit, action or proceeding.
7.7. Usury Laws. Should the Usury laws of any state be
deemed applicable with respect to the Debentures, the Company will not assert
such laws as a defense.
7.8. No rights as Stockholder. Until conversion of this
Debenture, the Holder shall not have or exercise any rights by virtue hereof as
a stockholder of the Company.
7.9. Amendment or Waiver. Any term of this Debenture may be
amended, modified or waived only by an instrument in writing signed by the party
against which enforcement of the amendment, modification or waiver is sought.
7.10. Section Headings. Section headings herein have been
inserted for reference only and shall not be deemed to limit or otherwise
affect, in any matter, or be deemed to interpret in whole or in part any of the
terms or provisions of this Debenture.
IN WITNESS WHEREOF, this Debenture has been executed and
delivered on the date specified above by the duly authorized representative of
the Company.
GLOBALINK, INC.
By: _____________________________________
Harry E. Hagerty, Jr.
Chief Executive Officer
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<PAGE>
NOTICE OF CONVERSION
(To Be Completed and Signed Only Upon Conversion of Debenture)
TO GLOBALINK, INC.
The undersigned, the holder of the foregoing Debenture, hereby
surrenders such Debenture for conversion at the Conversion Price in effect upon
your receipt of the foregoing Debenture into shares of the Common Stock of
GLOBALINK, INC. to the extent of $________ of the unpaid principal amount
thereof, and requests that a certificate for such shares be issued to the
undersigned holder at the address indicated below, and if the principal amount
being hereby converted is less than the full unpaid amount of the foregoing, a
replacement Debenture representing the balance of unpaid principal in the amount
of $_______ be similarly issued.
Dated: _______________________
---------------------------------------------------
(Signature must conform in all respects to name
of holder as specified on the face of the Debenture)
-------------------------------------
(Address)
-------------------------------------
-------------------------------------
-------------------------------------
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<PAGE>
ASSIGNMENT
(To be executed by the Holder to Effect a Transfer of the Attached Debenture)
FOR VALUE RECEIVED, the undersigned does hereby sell, assign
and transfer unto ___________________________________________________________,
with an address of
__________________________________________________________________________, all
right, title and interest of the undersigned in the attached Debenture of
Globalink, Inc. ("Company) and does hereby authorize the Company to transfer
such right on the books of the Company.
Dated: _______________________
-------------------------------------
(Signature must conform in all respects to name
of holder as specified on the face of the Debenture)
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<PAGE>
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
UNDER ANY STATE SECURITIES LAW. THE COMPANY WILL NOT TRANSFER THIS WARRANT, OR
ANY SHARES OF COMMON SHARES ISSUABLE UPON EXERCISE, UNLESS (i) THERE IS AN
EFFECTIVE REGISTRATION COVERING THIS WARRANT OR SHARES UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS, (ii) IT FIRST RECEIVES AN OPINION FROM AN
ATTORNEY, REASONABLY ACCEPTABLE TO THE COMPANY, STATING THAT THE PROPOSED
TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE
STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144
PROMULGATED UNDER THE ACT.
For the Purchase of
________ shares of
No. _____________ Common Stock
WARRANT FOR THE PURCHASE OF
SHARES OF COMMON STOCK
OF
GLOBALINK, INC.
(A Delaware corporation)
FOR VALUED RECEIVED, Globalink, Inc. ("Company"), hereby certifies that
__________________, or his, her or its registered assigns ("Registered Holder"),
is entitled, subject to the terms set forth below, to purchase from the Company,
at any time or from time to time during the five-year period commencing on June
11, 1998 and expiring on June 10, 2003, __________ shares of Common Stock, $.01
par value, of the Company ("Common Stock"), at a purchase price equal $2.50. The
number of shares of Common Stock purchasable upon exercise of this Warrant, and
the purchase price per share, each as adjusted from time to time pursuant to the
provisions of this Warrant, are hereinafter referred to as the "Warrant Shares"
and the "Exercise Price," respectively.
1. Exercise
1.1 Procedure for Cash Exercise. This Warrant may be exercised by the
Registered Holder, in whole or in part, by the surrender of this Warrant (with
the Notice of Exercise Form attached hereto as Exhibit I duly executed by such
Registered Holder) at the principal office of the Company, or at such other
office or agency as the Company may designate, accompanied by payment in full,
in lawful money of the United States, of an amount equal to the then applicable
Exercise Price multiplied by the number of Warrant Shares then being purchased
upon such exercise.
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<PAGE>
1.2 Procedure for Cashless Exercise. In lieu of the payment of the
Exercise Price in the manner set forth in Section 1.1, the Registered Holder
shall have the right (but not the obligation) to convert this Warrant, in whole
or part, into Common Stock ("Conversion Right") as follows: Upon exercise of the
Conversion Right, the Company shall deliver to the Registered Holder (without
payment by the Registered Holder of any of the Exercise Price) that number of
shares of Common Stock equal to the quotient obtained by dividing (x) the
"Value" (as defined below) of the portion of the Warrant being converted on the
second trading day immediately preceding the date the Warrant is delivered to
the Company pursuant to Section 1.3 if the Conversion Right is exercised
("Valuation Date") by (y) the "Market Price" (as defined below) on the Valuation
Date.
The "Value" of the portion of the Warrant being converted shall equal
the remainder derived from subtracting (a) the Exercise Price multiplied by the
number of shares of Common Stock underlying the portion of the Warrant being
converted from (b) the Market Price of the Common Stock multiplied by the number
of shares of Common Stock underlying the portion of the Warrant being converted.
As used herein, the term "Market Price" at any date shall be deemed to be the
last reported sale price of the Common Stock on such date, or, in case no such
reported sale takes place on such day, the average of the last reported sale
prices for the immediately preceding three trading days, in either case, as
reported by the national securities exchange on which the Common Stock is listed
or admitted to trading, or, if the Common Stock is not listed or admitted to
trading on any national securities exchange or if any such exchange on which the
Common Stock is listed or admitted to trading is not its principal trading
market, the last sale price as reported by the Nasdaq Stock Market if the Common
Stock is quoted on the Nasdaq National Market or Nasdaq SmallCap Market. If the
Common Stock is not listed on a national securities exchange or quoted on the
Nasdaq National Market or Nasdaq SmallCap Market, but is traded in the residual
over-the-counter market, the Market Price shall mean the last sale price for the
Common Stock, as reported by the NASD OTC Bulletin Board if quoted on the NASD
OTC Bulletin Board and, if not, the average of the bid and asked prices as
published by the National Quotation Bureau, Incorporated, or similar publisher
of such quotations. If the Market Price cannot be determined pursuant to the
above, the Market Price shall be such price as the Board of Directors of the
Company shall determine in good faith.
1.3 Exercise of Conversion Right. The Conversion Right may be exercised
by the Holder on any business day by delivering the Warrant with a duly executed
exercise form attached hereto with the conversion section completed to the
Company exercising the Conversion Right and specifying the total number of
shares of Common Stock the Registered Holder will purchase pursuant to such
conversion.
1.4 Date of Exercise. Each exercise of this Warrant shall be deemed to
have been effected immediately prior to the close of business on the day on
which this Warrant shall have been surrendered to the Company. At such time, the
person or persons in whose name or names any certificates for Warrant Shares
shall be issuable upon such exercise shall be deemed to have become the holder
or holders of record of the Warrant Shares represented by such certificates.
1.5 Issuance of Certificate. As soon as practicable after the exercise
of the purchase right represented by this Warrant, the Company at its expense
will use its best efforts to cause to be issued in the name of, and delivered
to, the Registered Holder, or, subject to the terms and conditions hereof, to
such other individual or entity as such Holder (upon payment by such Holder of
any applicable transfer taxes) may direct:
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<PAGE>
(i) a certificate or certificates for the number of full shares of
Warrant Shares to which such Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which such Registered Holder
would otherwise be entitled, cash in an amount determined pursuant to Section 4
hereof, and
(ii) in case such exercise is in part only, a new warrant or warrants
(dated the date hereof) of like tenor, stating on the face or faces thereof the
number of shares currently stated on the face of this Warrant minus the number
of such shares purchased by the Registered Holder upon such exercise as provided
in subsections 1.1 and 1.2 above.
2. Adjustments.
2.1 Split, Subdivision or Combination of Shares. If the outstanding
shares of the Company's Common Stock at any time while this Warrant remains
outstanding and unexpired shall be subdivided or split into a greater number of
shares, or a dividend in Common Stock shall be paid in respect of Common Stock,
the Exercise Price in effect immediately prior to such subdivision or at the
record date of such dividend shall, simultaneously with the effectiveness of
such subdivision or split or immediately after the record date of such dividend
(as the case may be), shall be proportionately decreased. If the outstanding
shares of Common Stock shall be combined or reverse-split into a smaller number
of shares, the Exercise Price in effect immediately prior to such combination or
reverse split shall, simultaneously with the effectiveness of such combination
or reverse split, be proportionately increased. When any adjustment is required
to be made in the Exercise Price, the number of shares of Warrant Shares
purchasable upon the exercise of this Warrant shall be changed to the number
determined by dividing (i) an amount equal to the number of shares issuable upon
the exercise of this Warrant immediately prior to such adjustment, multiplied by
the Exercise Price in effect immediately prior to such adjustment, by (ii) the
Exercise Price in effect immediately after such adjustment.
2.2 Reclassification Reorganization, Consolidation or Merger. In the
case of any reclassification of the Common Stock (other than a change in par
value or a subdivision or combination as provided for in subsection 2.1 above),
or any reorganization, consolidation or merger of the Company with or into
another corporation (other than a merger or reorganization with respect to which
the Company is the continuing corporation and which does not result in any
reclassification of the Common Stock), or a transfer of all or substantially all
of the assets of the Company, or the payment of a liquidating distribution then,
as part of any such reorganization, reclassification, consolidation, merger,
sale or liquidating distribution, lawful provision shall be made so that the
Registered Holder of this Warrant shall have the right thereafter to receive
upon the exercise hereof, the kind and amount of shares of stock or other
securities or property which such Registered Holder would have been entitled to
receive if, immediately prior to any such reorganization, reclassification,
consolidation, merger, sale or liquidating distribution, as the case may be,
such Registered Holder had held the number of shares of Common Stock which were
then purchasable upon the exercise of this Warrant. In any such case,
appropriate adjustment (as reasonably determined by the Board of Directors of
the Company) shall be made in the application of the provisions set forth herein
with respect to the rights and interests thereafter of the Registered Holder of
this Warrant such that the provisions set forth in this Section 2 (including
provisions with respect to the Exercise Price) shall thereafter be applicable,
as nearly as is reasonably practicable, in relation to any shares of stock or
other securities or property thereafter deliverable upon the exercise of this
Warrant.
3
<PAGE>
2.3 Price Adjustment. No adjustment in the per share Exercise Price
shall be required unless such adjustment would require an increase or decrease
in the Exercise Price of at least $0.01; provided, however, that any adjustments
which by reason of this paragraph are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 2 shall be made to the nearest cent or to the nearest 1/100th
of a share, as the case may be.
2.4 Price Reduction. Notwithstanding any other provision set forth in
this Warrant, at any time and from time to time during the period that this
Warrant is exercisable, the Company in it sole discretion may reduce the
Exercise Price or extend the period during which this Warrant is exercisable.
2.5 No Impairment. The Company will not, by amendment of its Articles
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 2 and in the taking of all such actions as may be necessary or
appropriate in order to protect against impairment of the rights of the
Registered Holder of this Warrant to adjustments in the Exercise Price.
2.6 Notice of Adjustment. Upon any adjustment of the Exercise Price or
extension of the Warrant exercise period, the Company shall forthwith give
written notice thereto to the Registered Holder of this Warrant describing the
event requiring the adjustment, stating the adjusted Exercise Price and the
adjusted number of shares purchasable upon the exercise hereof resulting from
such event, and setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.
3. Fractional Shares. The Company shall not be required to issue fractions of
shares of Common Stock upon exercise. If any fractions of a share would, but for
this Section 3, be issuable upon any exercise, in lieu of such fractional share
the Company shall round up or down to the nearest whole number.
4. Limitation on Sales. Each holder of this Warrant acknowledges that this
Warrant and the Warrant Shares, as of the date of original issuance of this
Warrant, have not been registered under the Securities Act of 1933, as amended
("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise
in the absence of (a) an effective registration statement under the Act as to
this Warrant or such Warrant Shares or (b) an opinion of counsel, reasonably
acceptable to the Company (the Company hereby agreeing that the opinion from
Graubard Mollen and Miller shall be acceptable), that such registration and
qualification are not required. The Warrant Shares issued upon exercise thereof
shall be imprinted with a legend in substantially the following form:
"THE ISSUANCE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID
ACT OR APPLICABLE STATE SECURITIES LAWS, SUPPORTED BY AN OPINION OF COUNSEL,
REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT REQUIRED."
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<PAGE>
5. Certain Dividends. If the Company pays a dividend or makes a distribution on
the Common Stock ("Dividend"), other than a stock dividend payable in shares of
Common Stock, then the Company will pay or distribute to the Registered Holder
of this Warrant, upon the exercise hereof, in addition to the Warrant Shares
purchased upon such exercise, the Dividend which would have been paid to such
Registered Holder if it had been the owner of record of such Warrant Shares
immediately prior to the date on which a record is taken for such Dividend or,
if no record is taken, the date as of which the records holders of Common Stock
entitled to such Dividend are determined.
6. Redemption.
6.1 Redemption Rights. The Company may redeem all, but not less than
all, of the Warrants at any time, after July 10, 2000, at a redemption price of
$.01 per Warrant, if notice of redemption as provided in Section 6.2 herein is
given and the closing bid price of a share of Common Stock has been at least
200% of the Exercise Price (initially $5.00) on each of the 20 consecutive
trading days ending on the third trading day prior to the day on which notice of
redemption is given.
6.2 Date Fixed for Redemption; Notice of Redemption. In the event the
Company shall elect to redeem all of the Warrants, the Company shall fix a date
for the redemption and mail a notice of redemption by first class mail, postage
prepaid, not less than 30 days from the date fixed for redemption to the holders
of the Warrants at their last address as they shall appear on the registration
books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the Registered Holder received
such notice.
6.3 Exercise After Notice of Redemption. The Warrants may be exercised
in accordance with Section 1 of this Agreement at any time after notice of
redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the time and date fixed for redemption. On and after the redemption
date, the holder of the Warrants shall have no further rights except to receive,
upon surrender of the Warrants, the redemption price.
7. Notices of Record Date. In case: (i) the Company shall take a record of the
holders of its Common Stock (or other stock or securities at the time
deliverable upon the exercise of this Warrant) for the purpose of entitling or
enabling them to receive any dividend or other distribution, or to receive any
right to subscribe for or purchase any shares of any class or any other
securities, or to receive any other right, or (ii) of any capital reorganization
of the Company, any reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the surviving entity), or
any transfer of all or substantially all of the assets of the Company, or (iii)
of the voluntary or involuntary dissolution, liquidation or winding-up of the
Company, then, and in each such case, the Company will mail or cause to be
mailed to the Registered Holder of this Warrant a notice specifying, as the case
may be, (i) the date on which a record is to be taken for the purpose of such
dividend, distribution or right, and stating the amount and character of such
dividend, distribution or right, or (ii) the effective date on which such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such other stock or
securities at the time deliverable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be mailed at least ten (10) days
prior to the record date
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<PAGE>
or effective date for the event specified in such notice, provided that the
failure to mail such notice shall not affect the legality or validity of any
such action.
8. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Common Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. So long as
this Warrant remains outstanding, the Company shall maintain the listing of the
shares of Common Stock to be issued upon exercise on each national securities
exchange on which Common Stock is listed or on the Nasdaq Stock Market if the
Common Stock is then quoted on the Nasdaq Stock Market.
9. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and
(in the case of loss, theft or destruction) upon delivery of an indemnity
agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.
10. Transfers, etc.
10.1 Warrant Register. The Company will maintain a register containing
the names and addresses of the Registered Holders of this Warrant. Any
Registered Holder may change its, his or her address as shown on the warrant
register by written notice to the Company requesting such change.
10.2 Registered Holder. Until any transfer of this Warrant is made in
the warrant register, the Company may treat the Registered Holder of this
Warrant as the absolute owner hereof for all purposes; provided, however, that
if and when this Warrant is properly assigned in blank, the Company may (but
shall not be obligated to) treat the bearer hereof as the absolute owner hereof
for all purposes, notwithstanding any notice to the contrary.
11. No Rights as Stockholder. Until the exercise of this Warrant, the Registered
Holder of this Warrant shall not have or exercise any rights by virtue hereof as
a stockholder of the Company.
12. Successors. The rights and obligations of the parties to this Warrant will
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, successors, assigns, pledgees, transferees and purchasers.
Without limiting the foregoing, the registration rights set forth in this
Warrant shall inure to the benefit of the Registered Holder and all the
Registered Holder's successors, heirs, pledgees, assignees, transferees and
purchasers of this Warrant and the Warrant Shares.
13. Change or Waiver. Any term of this Warrant may be changed or waived only by
an instrument in writing signed by the party against which enforcement of the
change or waiver is sought.
14. Headings. The headings in this Warrant are for purposes of reference only
and shall not limit or otherwise affect the meaning of any provision of this
Warrant.
15. Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the State of New York as such laws are applied to contracts
made and to be fully performed entirely within that state between residents of
that state.
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16. Jurisdiction and Venue. The Company (i) agrees that any legal suit, action
or proceeding arising out of or relating to this Warrant shall be instituted
exclusively in New York State Supreme Court, County of New York or in the United
States District Court for the Southern District of New York, (ii) waives any
objection to the venue of any such suit, action or proceeding and the right to
assert that such forum is not a convenient forum for such suit, action or
proceeding, and (iii) irrevocably consents to the jurisdiction of the New York
State Supreme Court, County of New York, and the United States District Court
for the Southern District of New York in any such suit, action or proceeding,
and the Company further agrees to accept and acknowledge service or any and all
process which may be served in any such suit, action or proceeding in New York
State Supreme Court, County of New York or in the United States District Court
for the Southern District of New York and agrees that service of process upon it
mailed by certified mail to its address shall be deemed in every respect
effective service of process upon it in any suit, action or proceeding.
17. Mailing of Notices, etc. All notices and other communications under this
Warrant (except payment) shall be in writing and shall be sufficiently given if
sent to the Registered Holder or the Company, as the case may be, by hand
delivery, private overnight courier, with acknowledgment of receipt, or by
registered or certified mail, return receipt requested, as follows:
Registered Holder: To Registered Holder's address on page 1 of this Warrant
Attention: [Name of Holder]
The Company: To the Company's Principal Executive Offices
Attention: President
In either case, M.H. Meyerson & Co., Inc.
with a copy to: 525 Washington Boulevard
Jersey City, New Jersey 07310
Attn: Ronald Heller
or to such other address as any of them, by notice to the others may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or by overnight courier or five (5) business days after
mailing.
GLOBALINK, INC.
By:_________________________________
Name: Harry E. Hagerty, Jr.
Title: Chief Executive Officer
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EXHIBIT I
NOTICE OF EXERCISE
TO: Globalink, Inc .
9302 Lee Highway
Fairfax, Virginia 22031
1. The undersigned hereby elects to purchase ________ shares of the
Common Stock of Globalink, Inc., pursuant to terms of the attached Warrant, and
tenders herewith payment of the Exercise Price of such shares in full, together
with all applicable transfer taxes, if any.
or
The undersigned hereby elects to purchase _____ shares of Common Stock
of Globalink, Inc. by surrender of the unexercised portion of the attached
Warrant (with a "Value" of $_____ based on a "Market Price" of $_______).
2. Please issue a certificate or certificates representing said shares
of the Common Stock in the name of the undersigned or in such other name as is
specified below:
3. The undersigned represents that it will sell the shares of Common
Stock pursuant to an effective Registration Statement under the Securities Act
of 1933, as amended, or an exemption from registration thereunder.
4. o I acknowledge that this exercise of the Warrant represented by
this Notice of Exercise was solicited by M.H. Meyerson & Co., Inc.
o The exercise of this Warrant represented by this Notice of
Exercise was not solicited by M.H. Meyerson & Co., Inc.
______________________________________
(Name)
_______________________________________
(Address)
(Taxpayer Identification Number)
[print name of Registered Holder]
By:_________________________________________
Title:______________________________________
Date:_______________________________________
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THE SECURITIES EVIDENCED BY THIS INSTRUMENT, AS OF THE DATE OF ORIGINAL ISSUANCE
HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OR JURISDICTION, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
VOID AFTER 5:00 P.M. EASTERN TIME, JUNE __, 2003.
PURCHASE OPTION
For ___ Shares of Common Stock
of
Globalink, Inc.
(A Delaware Corporation)
Purchase Option.
THIS CERTIFIES THAT, in consideration of $.001 per option duly
paid by or on behalf of ___________________ ("Holder"), as registered owner of
this Purchase Option, to Globalink, Inc. ("Company"), Holder is entitled, at any
time or from time to time at or after June __, 1998 ("Commencement Date"), and
at or before 5:00 p.m., Eastern Time, June __, 2003 ("Expiration Date"), but not
thereafter, to subscribe for, purchase and receive, in whole or in part, up to 2
shares of Common Stock of the Company, $.01 par value ("Common Stock"). If the
Expiration Date is a day on which banking institutions are authorized by law to
close, then this Purchase Option may be exercised on the next succeeding day
which is not such a day in accordance with the terms herein. This Purchase
Option is initially exercisable at $___ per share; provided, however, that upon
the occurrence of any of the events specified in Section 5 hereof, the rights
granted by this Purchase Option, including the exercise price for and the number
of shares of Common Stock to be received upon such exercise, shall be adjusted
as therein specified. The term "Exercise Price" shall mean the initial exercise
price or the adjusted exercise price, depending on the context. This Purchase
Option is one of a number of such options issued by the Company to M.H. Meyerson
Co., Inc. ("MHM") and its designees ("Purchase Options") in connection with a
private placement of the Company's 10% Convertible Debentures ("Debentures") and
Common Stock Purchase Warrants.
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1. Exercise.
1.1 Exercise Form. In order to exercise this Purchase Option, the
exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Purchase Option and payment of the Exercise
Price for the shares of Common Stock being purchased by wire transfer, certified
check or official bank check. If the subscription rights represented hereby are
not exercised at or before 5:00 p.m., Eastern time, on the Expiration Date this
Purchase Option shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.
1.2 Legend. Each certificate for the shares of Common Stock purchased
under this Purchase Option shall bear a legend as follows unless they have been
registered under the Securities Act of 1933, as amended ("Securities Act"):
"The issuance of this security has not been registered under
the Securities Act of 1933, as amended, or applicable state
securities laws, and may not be sold, pledged or otherwise
transferred without an effective registration thereof under
said act or pursuant to an exemption from the registration
requirements of said act and applicable state securities laws,
supported by an opinion of counsel, reasonably satisfactory to
the Company and its counsel, that such registration is not
required."
1.3 Cashless Exercise.
1.3.1 Determination of Amount. In lieu of the payment of the
Exercise Price in the manner set forth in Section 1.1, the Holder shall have the
right (but not the obligation) to convert this Purchase Option, in whole or
part, into Common Stock ("Conversion Right") as follows: Upon exercise of the
Conversion Right, the Company shall deliver to the Registered Holder (without
payment by the Holder of any of the Exercise Price) that number of shares of
Common Stock equal to the quotient obtained by dividing (x) the "Value" (as
defined below) of the portion of the Purchase Option being converted on the
second trading day immediately preceding the date the Purchase Option is
delivered to the Company pursuant to Section 1.3.2 if this Conversion Right is
exercised ("Valuation Date") by (y) the "Market Price" (as defined below") on
the Valuation Date.
The "Value" of the portion of the Purchase Option being converted
shall equal the remainder derived by subtracting (a) the Exercise Price
multiplied by the number of shares of Common Stock underlying the portion of
this Purchase Option being converted from (b) the "Market Price" of the Common
Stock multiplied by the number of shares of Common Stock underlying the portion
of this Purchase Option being converted. As used herein, the term "Market Price"
at any date shall be deemed to be the last reported sale price of a share of
Common Stock on such date, or, in case no such reported sale takes place on such
date, the average of the last reported sale prices for the immediately preceding
three trading days, in either case as officially reported by the national
exchange on which the Common Stock is listed or admitted to trading, or, if the
Common Stock is not listed or admitted to trading on any national securities
exchange or if any such exchange on which the Common Stock is listed is not its
principal trading market, the last sale price as reported by the Nasdaq Stock
Market if the Common Stock is quoted on Nasdaq National Market or SmallCap
Market. If the Common Stock is not listed on a national securities exchange or
quoted on the Nasdaq National Market or Nasdaq SmallCap Market, but is traded in
the residual over-the-market, the Market Price shall mean the last sale price
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for the Common Stock, as reported by the NASD OTC Bulletin Board if quoted on
the NASD OTC Bulletin Board and, if not, the average of the bid and asked prices
as published by the National Quotation Bureau, Incorporated, or similar
publisher of such quotations. If the Market Price cannot be determined pursuant
to the above, the Market Price shall be such price as the Board of Directors of
the Company shall determine in good faith.
1.3.2 Exercise of Conversion Right. The Conversion Right may
be exercised by the Holder on any business day on or after the Commencement Date
and not later than the Expiration Date by delivering to the Company the Purchase
Option with a duly executed exercise form attached hereto with the conversion
section completed.
2. Transfer.
2.1 General Restrictions. The Holder of this Purchase Option, by its
acceptance hereof, agrees that it will not sell, transfer or assign or
hypothecate this Purchase Option, other than in compliance with or exemptions
from applicable securities laws as set forth in Section 2.2. In order to make
any permitted assignment, the Holder must deliver to the Company the assignment
form attached hereto duly executed and completed, together with this Purchase
Option and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall immediately transfer this Purchase Option on the
books of the Company and shall execute and deliver a new Purchase Option or
Purchase Options of like tenor to the appropriate assignee(s) expressly
evidencing the right to purchase the aggregate number of shares of Common Stock
purchasable hereunder or such portion of such number as shall be contemplated by
any such assignment.
2.2 Restrictions Imposed by the Act. This Purchase Option and the
shares of Common Stock underlying this Purchase Option shall not be transferred
in the absence of (a) an effective registration statement under the Act as to
this Purchase Option or shares of Common Stock purchasable hereunder or (b) an
opinion of counsel, reasonably acceptable to the Company (the Company hereby
agreeing that the opinion of Graubard Mollen & Miller shall be acceptable), that
such registration and qualification are not required.
3. New Purchase Options to be Issued.
3.1 Partial Exercise or Transfer. Subject to the restrictions in
Section 2 hereof, this Purchase Option may be exercised or assigned in whole or
in part. In the event of the exercise or assignment hereof in part only, the
Company shall cause to be delivered to the Holder without charge a new Purchase
Option of like tenor in the name of the Holder evidencing the right to purchase
the aggregate number of shares of Common Stock as to which this Purchase Option
has not been exercised or assigned.
3.2 Lost Certificate. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and of reasonably satisfactory indemnification, the Company
shall execute and deliver a new Purchase Option of like tenor and date. Any such
new Purchase Option executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.
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4. Registration Rights.
4.1 Obligation to Register. Upon the written demand of the holders of
at least 51% or more of the Purchase Options and/or the underlying shares of
Common Stock ("Majority Holders"), the Company shall file a registration
statement ("Registration Statement") under the Securities Act with the
Commission, registering for resale this Purchase Option and the Common Stock
issuable upon exercise of this Purchase Option ("Registerable Securities"). The
Company shall use its best efforts to file the Registration Statement and have
it declared effective within 60 days after the demand by the Majority Holders.
4.2 Terms. The Company shall bear all fees and expenses it incurs in
connection with the preparation, filing, modifying and amending the Registration
Statement, providing reasonable numbers of the prospectus contained therein to
the Holders and effecting the issuance and transfer of the Registrable
Securities, but the Holders shall pay any and all underwriting commissions and
the expenses of any legal counsel selected by the Holders to represent them in
connection with the sale of the Registrable Securities. The Company agrees to
qualify or register the Registrable Securities in such states as are reasonably
requested by the Holder(s); provided, however, that in no event shall the
Company be required to register the Registrable Securities in a state in which
such registration would cause (i) the Company to be obligated to register or
license to do business in such state, or (ii) the principal stockholders of the
Company to be obligated to escrow their shares of capital stock of the Company.
The Company shall cause any Registration Statement filed pursuant to this
Section 5 to remain effective and current until the Registrable Securities may
be sold without any limitation under the Securities Act by the Holders thereof.
4.3 General Terms.
4.3.1 Indemnification. The Company shall indemnify the
Holder(s) of the Registrable Securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holders within
the meaning of Section 15 of the Securities Act and/or Section 20(a) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss,
claim, damage, expense or liability (including all reasonable attorneys' fees
and other expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever incurred by the indemnified party in any action or
proceeding between the indemnitor and indemnified party or between the
indemnified party and any third party or otherwise) to which any of them may
become subject under the Securities Act, the Exchange Act or any other statute
or at common law or otherwise under the laws of foreign countries, arising from
such registration statement or based upon any untrue statement or alleged untrue
statement of a material fact contained in (i) any preliminary prospectus, the
registration statement or prospectus (as from time to time each may be amended
and supplemented); (ii) in any post-effective amendment or amendments or any new
registration statement and prospectus in which is included the Registrable
Securities; or (iii) any application or other document or written communication
(collectively called "application") executed by the Company or based upon
written information furnished by the Company in any jurisdiction in order to
qualify the Registrable Securities under the securities laws thereof or filed
with the Commission, any state securities commission or agency, Nasdaq or any
securities exchange; or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, unless
such statement or omission is made in reliance upon, and in conformity with,
written information furnished to the Company with respect to the Holders
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<PAGE>
expressly for use in a preliminary prospectus, registration statement or
prospectus, or amendment or supplement thereof, or in any application, as the
case may be. The Company agrees promptly to notify the Holder of the
commencement of any litigation or proceedings against the Company or any of its
officers, directors or controlling persons in connection with the issue and sale
or resale of the Registrable Securities or in connection with the registration
statement or prospectus.
4.3.2 Exercise of Warrants. Nothing contained in this Purchase
Option shall be construed as requiring the Holder(s) to exercise their Purchase
Options prior to or after the initial filing of any registration statement or
the effectiveness thereof.
5. Adjustments.
5.1 Adjustments to Exercise Price and Number of Shares. The Exercise
Price and the number of shares of Common Stock issuable upon exercise of this
Purchase Option shall be subject to adjustment from time to time as hereinafter
set forth:
5.1.1 Stock Dividends - Split-Ups. If after the date hereof,
and subject to the provisions of Section 5.2 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of
Common Stock or by a split-up of shares of Common Stock or other similar event,
then, on the effective date of such stock dividend or split-up, the number of
shares of Common Stock issuable on exercise of this Purchase Option shall be
increased in proportion to such increase in outstanding shares.
5.1.2 Aggregation of Shares. If after the date hereof, and
subject to the provisions of Section 5.2, the number of outstanding shares of
Common Stock is decreased by a consolidation, combination or reclassification of
shares of Common Stock or other similar event, then, upon the effective date of
such consolidation, combination or reclassification, the number of shares of
Common Stock issuable on exercise of this Purchase Option shall be decreased in
proportion to such decrease in outstanding shares.
5.1.3 [omitted]
5.1.4 Adjustments in Exercise Price. Whenever the number of
shares of Common Stock purchasable upon the exercise of this Purchase Option is
adjusted, as provided in this Section 5.1, the Exercise Price shall be adjusted
(to the nearest cent) by multiplying such Exercise Price immediately prior to
such adjustment by a fraction (x) the numerator of which shall be the number of
shares of Common Stock purchasable upon the exercise of this Purchase Option
immediately prior to such adjustment, and (y) the denominator of which shall be
the number of shares of Common Stock so purchasable immediately thereafter.
5.1.5 Replacement of Securities Upon Reorganization, etc. If
after the date hereof any capital reorganization or reclassification of the
Common Stock of the Company, or consolidation or merger of the Company with
another corporation, or the sale of all or substantially all of its assets to
another corporation or other similar event shall be effected, then, as a
condition of such reorganization, reclassification, consolidation, merger or
sale, lawful and fair provision shall be made whereby the Holder shall
thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in this Purchase Option and in lieu of the shares
of Common Stock immediately theretofore purchasable and receivable upon the
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exercise of this Purchase Option, such shares of stock, securities, or assets as
may be issued or payable with respect to or in exchange for the number of shares
of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Purchase Option, had such reorganization, reclassification,
consolidation, merger or sale not taken place. In such event, appropriate
provision shall be made with respect to the rights and interests of the Holder
so that the provisions hereof (including, without limitation, provisions for
adjustments of the Exercise Price and of the number of securities purchasable
upon the exercise of this Purchase Option) shall thereafter be applicable, as
nearly as may be in relation to any share of stock, securities, or assets
thereafter deliverable upon the exercise hereof. The Company shall not effect
any such reorganization, reclassification, consolidation, merger or sale unless,
prior to the consummation thereof, the successor corporation (if other than the
Company) resulting from such transaction shall assume by written instrument
executed and delivered to the Holders the obligation to deliver such shares of
stock, securities or assets.
[ 5.1.6 Adjustment Based Upon Conversion Price. The initial Exercise
Price of this Purchase Option was established as a percentage (110%) of the
initial Conversion Price (as defined therein) of the Debentures, which was
established at $2.25 per share. Pursuant to the terms of the Debentures,
depending on the market price of the Common Stock, the Conversion price of the
Debentures shall be reduced to $2.00 per share on the first anniversary of their
issuance. If the Conversion Price is reduced to $2.00 per share at the first
anniversary of their issuance, then the Exercise Price of this Purchase Option
shall be automatically reduced to $2.20- per share (110% of the reduced
Conversion Price) on such date.] [include only if Conversion Price is set at
$2.25 per share]
5.2 Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of Common Stock upon the
exercise or transfer of the Purchase Option, nor shall it be required to issue
scrip or pay cash in lieu of any fractional interests, it being the intent of
the parties that all fractional interests shall be eliminated by rounding any
fraction up to the nearest whole number of shares of Common Stock or other
securities, properties or rights at no additional cost to the Holder.
6. Reservation and Listing. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon exercise of the Purchase Options, such number of shares of
Common Stock or other securities, properties or rights as shall be issuable upon
the exercise thereof. The Company covenants and agrees that, upon exercise of
the Purchase Options and payment of the Exercise Price therefor, all shares of
Common Stock and other securities issuable upon such exercise shall be duly and
validly issued, fully paid and non-assessable and not subject to preemptive
rights of any stockholder. As long as the Purchase Options shall be outstanding,
the Company shall use its best efforts to cause the Common Stock issuable upon
exercise of the Purchase Options to be listed (subject to official notice of
issuance) on all securities exchanges (or, if applicable on Nasdaq) on which the
Common Stock is then listed and/or quoted for a period of seven years from the
date hereof.
7. Certain Notice Requirements.
7.1 Holder's Right to Receive Notice. Nothing herein shall be construed
as conferring upon the Holder the right to vote or consent or to receive notice
as a stockholder for the election of directors or any other matter, or as having
any rights whatsoever as a stockholder of the Company. If, however, at any time
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prior to the expiration of the Purchase Options and their exercise, any of the
events described in Section 7.2 shall occur, then, in one or more of said
events, the Company shall give written notice of such event at least fifteen
days prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding
up, consolidation, merger, reorganization or sale. Such notice shall specify
such record date or the date of the closing of the transfer books, as the case
may be.
7.2 Events Requiring Notice. The Company shall be required to give the
notice described in this Section 7 upon one or more of the following events: (i)
if the Company shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution, or (ii)
the Company shall offer to all the holders of its Common Stock any additional
shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option, right or
warrant to subscribe therefor, or (iii) a dissolution, liquidation, winding up,
consolidation, merger or reorganization of the Company or a sale of all or
substantially all of its property, assets and business shall be proposed.
7.3 Notice of Change in Exercise Price. The Company shall, promptly
after an event requiring a change in the Exercise Price pursuant to Section 5.1
hereof, send notice to the Holder of such event and change ("Price Notice"). The
Price Notice shall describe the event causing the change and the method of
calculating same and shall be certified as being true and accurate by the
Company's President and Chief Financial Officer.
7.4 Transmittal of Notices. All notices and other communications under
this Purchase Option (except payment) shall be in writing and shall be
sufficiently given if sent to the Holder or the Company, as the case may be, by
hand delivery, private overnight courier, with acknowledgment of receipt, or by
registered or certified mail, return receipt requested, as follows: (i) if to
the Holder of the Purchase Option, to the address of such Holder as shown on the
books of the Company, or (ii) if to the Company, to its principal executive
office.
8. Miscellaneous.
8.1 Amendments. The Company and MHM may from time to time supplement or
amend this Purchase Option without the approval of any of the Holders in order
to cure any ambiguity, to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provisions herein, or to
make any other provisions in regard to matters or questions arising hereunder
which the Company and MHM may deem necessary or desirable. All other
modifications or amendments shall require the written consent of the party
against whom enforcement of the modification or amendment is sought.
8.2 Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.
8.3 Entire Agreement. This Purchase Option constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and
written, with respect to the subject matter hereof.
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8.4 Binding Effect. This Purchase Option shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
respective successors, legal representatives and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Purchase Option or any provisions
herein contained. Without limiting the foregoing, the registration rights set
forth in this Purchase Option shall inure to the benefit of the Holder and all
the Holder's successors, heirs, pledgees, assignees, transferees and purchasers
of this Purchase Option or the Registrable Securities.
8.5 Governing Law; Submission to Jurisdiction. This Purchase Option
shall be governed by and construed and enforced in accordance with the laws of
the State of New York, without giving effect to conflict of laws. The Company
hereby agrees that any action, proceeding or claim against it arising out of, or
relating in any way to this Purchase Option shall be brought and enforced in the
courts of the State of New York or of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
7.4 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim. The Company agrees
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys' fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.
8.6 Waiver, Etc. The failure of the Company or the Holder to at any
time enforce any of the provisions of this Purchase Option shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the
validity of this Purchase Option or any provision hereof or the right of the
Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or
which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.
8.7 Execution in Counterparts. This Purchase Option may be executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the other parties hereto.
8.8 Exchange Agreement. As a condition of the Holder's receipt and
acceptance of this Purchase Option, Holder agrees that, at any time prior to the
complete exercise of this Purchase Option by Holder, if the Company and MHM
enter into an agreement ("Exchange Agreement") pursuant to which they agree that
all outstanding Purchase Options issued in connection with the Private Placement
will be exchanged for securities or cash or a combination of both, then Holder
shall agree to such exchange and become a party to the Exchange Agreement.
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IN WITNESS WHEREOF, the Company has caused this Purchase
Option to be signed by its duly authorized officer as of June ___, 1998.
GLOBALINK, INC.
By:________________________________
Harry E. Hagerty, Jr.
Chief Executive Officer
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Form to be used to exercise Purchase Option:
Globalink, Inc.
9302 Lee Highway
Fairfax, Virginia 22031
Attn.: Harry E. Hagerty, Jr.
Date:_________________, 19__
The undersigned hereby elects irrevocably to exercise the
within Purchase Option and to purchase ____ shares of Common Stock of Globalink,
Inc. and hereby makes payment of $____________ in payment of the Exercise Price
pursuant thereto. Please issue the Common Stock in accordance with the
instructions given below.
or
The undersigned hereby elects irrevocably to convert the
within Purchase Option and to purchase _________ shares of Common Stock of
Globalink, Inc. by surrender of the unexercised portion of the within Purchase
Option (with a "Value" of $__________ based on a "Market Price" of
$___________). Please issue the Common Stock in accordance with the instructions
given below.
____________________________
Signature
NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Purchase Option in every particular
without alteration or enlargement or any change whatsoever.
Please issue securities as follows:
Name: ______________________________
Address:_______________________________
_______________________________
I.D.#:_______________________________
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Form to be used to assign Purchase Option:
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer of the
within Purchase Option):
FOR VALUE RECEIVED, ____________________________________ does hereby
sell, assign and transfer unto ______________________________ the right to
purchase ___________________________ shares of Common Stock of Globalink, Inc.
("Company") evidenced by the within Purchase Option and does hereby authorize
the Company to transfer such right on the books of the Company.
Dated: _______________, 19___
__________________________________
Signature
NOTICE: The signature to this form must correspond with the name as
written upon the face of the within Purchase Option in every particular without
alteration or enlargement or any change whatsoever.
11
