THIS NOTE AND THE NOTE SHARES (AS HEREINAFTER DEFINED) HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR
OTHERWISE TRANSFERRED, DISPOSED OF OR OFFERED FOR SALE, IN WHOLE OR IN PART, IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT COVERING THIS
NOTE AND/OR THE NOTE SHARES, OR AN OPINION OF COUNSEL OF HOLDER THAT AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
Principal Sum: $1,000,000
Holder: ADVANTAGE FUND II LTD.
Address: C/O CITCO, KAYA FLAMBOYAN 9, CURACAO, NETHERLANDS ANTILLES.
SECURED CONVERTIBLE NOTE
(the "Note")
GLOBAL TECHNOLOGIES, LTD.
GLOBAL TECHNOLOGIES, LTD., a Delaware corporation (hereinafter called the
"Corporation" or the "Company"), hereby promises to pay the Principal Sum to the
order of Holder on the date (the "Maturity Date") which is the first to occur of
(i) December 7, 2001 or (ii) the date on which Holder gives an Acceleration
Declaration (as defined in Section 5(b)). This Note shall accrue interest until
the Maturity Date at the rate of 6% per annum, compounding annually, payable at
maturity (including accelerated maturity) or on conversion (each, an "interest
payment date"). Interest shall be computed on the basis of a 360-day year.
Interest shall be payable in cash. Notwithstanding the foregoing, interest
payable at scheduled maturity shall at the option of the Company be payable
either in cash or in shares of Class A Common Stock of the Company ("Common
Stock") which on the date of the interest payment have a value equal to the
payment to be made, but only if the public sale thereof of such shares is
permitted under a then effective registration statement. The value of each share
of Common Stock for the purposes of any interest payment shall be equal to the
average of the last reported sales prices therefor on the NASDAQ Small Cap
Market on the last five trading days prior to the date of the payment. This Note
shall accrue interest after the Maturity Date at the rate of 18% per annum (or,
if less, the highest rate permitted by law), payable on demand. This Note may
not be prepaid except as expressly provided below.
1. This Note is being issued under a Private Placement Purchase Agreement
between the Company and the Holder (the "Subscription Agreement"). The
terms "Registration Statement" and "Note Shares" shall have the meaning
attributed thereto in the Subscription Agreement, and the term "Effective
Date" means the date on which the Securities and Exchange Commission shall
declare the Registration Statement to be effective. The Holder is entitled
to the benefits of the Subscription Agreement, including, without
limitation, the security interests granted thereunder.
2. Conversion Rights.
(a) CONVERSIONS.
(i) Subject to the other provisions of this Section 2, the principal
and accrued interest on this Note are convertible by Holder from
time to time, in whole or in part, into shares of Common Stock at
a price (the "Conversion Price") equal to $2.00 per share. The
Conversion Price is subject to adjustment from time to time as
set forth below.
(ii) This Note shall be subject to the following restrictions on
conversion:
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(1) A Holder may not convert this Note or receive shares of
Common Stock as payment of interest hereunder to the extent
such conversion or receipt of such interest payment would
result in the Holder, together with any affiliate thereof,
beneficially owning (as determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules promulgated thereunder) in
excess of 4.999% of the then issued and outstanding shares
of Common Stock, including shares issuable upon conversion
of, and payment of interest on, the Notes held by such
Holder after application of this Section. Since the Holder
will not be obligated to report to the Company the number of
shares of Common Stock it may hold at the time of a
conversion hereunder, unless the conversion at issue would
result in the issuance of shares of Common Stock in excess
of 4.999% of the then outstanding shares of Common Stock
without regard to any other shares which may be beneficially
owned by the Holder or an affiliate thereof, the Holder
shall have the authority and obligation to determine whether
the restriction contained in this Section will limit any
particular conversion hereunder and to the extent that the
Holder determines that the limitation contained in this
Section applies, the determination of which portion of the
principal amount of Notes are convertible shall be the
responsibility and obligation of the Holder. If the Holder
has delivered a conversion notice for a principal amount of
Notes that, without regard to any other shares that the
Holder or its affiliates may beneficially own, would result
in the issuance in excess of the permitted amount hereunder,
the Company shall notify the Holder of this fact and shall
honor the conversion for the maximum principal amount
permitted to be converted and, at the option of the Holder,
either retain any principal amount tendered for conversion
in excess of the permitted amount hereunder for future
conversions or return such excess principal amount to the
Holder. The provisions of this Section may be waived by a
Holder (but only as to itself and not to any other Holder)
upon not less than 61 days prior notice to the Company.
Other Holders shall be unaffected by any such waiver.
(2) A Holder may not convert this Note or receive shares of
Common Stock as payment of interest hereunder to the extent
such conversion or receipt of such interest payment would
result in the Holder, together with any affiliate thereof,
beneficially owning (as determined in accordance with
Section 13(d) of the Exchange Act and the rules promulgated
thereunder) in excess of 9.999% of the then issued and
outstanding shares of Common Stock, including shares
issuable upon conversion of, and payment of interest on, the
Notes held by such Holder after application of this Section.
Since the Holder will not be obligated to report to the
Company the number of shares of Common Stock it may hold at
the time of a conversion hereunder, unless the conversion at
issue would result in the issuance of shares of Common Stock
in excess of 9.999% of the then outstanding shares of Common
Stock without regard to any other shares which may be
beneficially owned by the Holder or an affiliate thereof,
the Holder shall have the authority and obligation to
determine whether the restriction contained in this Section
will limit any particular conversion hereunder and to the
extent that the Holder determines that the limitation
contained in this Section applies, the determination of
which portion of the principal amount of Notes are
convertible shall be the responsibility and obligation of
the Holder. If the Holder has delivered a conversion notice
for a principal amount of Notes that, without regard to any
other shares that the Holder or its affiliates may
beneficially own, would result in the issuance in excess of
the permitted amount hereunder, the Company shall notify the
Holder of this fact and shall honor the conversion for the
maximum principal amount permitted to be converted and, at
the option of the Holder, either retain any principal amount
tendered for conversion in excess of the permitted amount
hereunder for future conversions or return such excess
principal amount to the Holder. The provisions of this
Section may be waived by a Holder (but only as to itself and
not to any other Holder) upon not less than 61 days prior
notice to the Company. Other Holders shall be unaffected by
any such waiver.
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<PAGE>
(3) If the Common Stock is then listed for trading on the Nasdaq
National Market or Nasdaq SmallCap Market and the Company
has not obtained the Shareholder Approval (as defined
below), then the Company is precluded from issuing at in
excess of 2,065,000 shares of Common Stock, less any shares
of Common Stock previously issued upon either conversion of
the shares of Series C Convertible Preferred Stock or
exercise of Redemption Warrants (as defined in the terms
governing the Series C Convertible Preferred Stock) at a
conversion price or exercise price (as the case may be) that
was less than the closing sales price of the Common Stock on
February 15, 2000 (the "Issuable Maximum") upon conversion
of the Notes and as payment of interest thereon. The
Issuable Maximum equals 19.999% of the number of shares of
Common Stock outstanding immediately prior to the closing of
transactions set forth in the Subscription Agreement.
Accordingly, if on any date of conversion (A) the Common
Stock is listed for trading on the Nasdaq National Market or
the Nasdaq SmallCap Market and (B) the Company shall not
have previously obtained the vote of shareholders (the
"Shareholder Approval"), if any, as may be required by the
applicable rules and regulations of the Nasdaq Stock Market
(or any successor entity) applicable to approve the issuance
of a number of shares of Common Stock in excess of the
Issuable Maximum, then the Company shall issue to the Holder
requesting a conversion a number of shares of Common Stock
equal to the lesser of (x) the number of shares of Common
Stock issuable upon such conversion at the Conversion Price
and (y) the Issuable Maximum less all shares of Common Stock
previously issued upon conversion of the Notes and as
payment of interest thereon and all shares of Common Stock
previously issued upon conversion of shares of Series C
Convertible Preferred Stock of the Company at a conversion
price less than the closing sales price of the Common Stock
on February 15, 2000. With respect to the principal amount
of Notes tendered for conversion at issue for which delivery
of conversion shares is precluded by virtue of this Section
(the "Excess Principal"), the converting Holder shall have
the option to require the Company to either (1) use its best
efforts to obtain the Shareholder Approval applicable to
such issuance as soon as is possible, but in any event not
later than the 75th day after such request (such date the
"Approval Date"), or (2) pay cash to the converting Holder
in an amount equal to the Redemption Price for the Excess
Principal. If the converting Holder shall have elected the
first option pursuant to the immediately preceding sentence
and the Company shall have failed for any reason to obtain
the Shareholder Approval on or prior to the Approval Date,
then within three days of the Holder's demand therefore,
which may be given at any time following the Approval Date,
the Company shall pay cash to the converting Holder in an
amount equal to the Mandatory Prepayment Amount for the
Excess Principal. If the Company fails to pay the Redemption
Price for the Excess Principal in full pursuant to this
Section within seven days of the date payable, the Company
will pay interest thereon at a rate of 18% per annum (or
such lesser maximum amount that is permitted to be paid by
applicable law) to the converting Holder, accruing daily
from the date of conversion until such amount, plus all such
interest thereon, is paid in full. In the event there is
more than one holder of Notes, the Issuable Maximum
applicable to each Note shall be determined pro rata by
reference to the percentage of the principal amount of all
Notes held by such Holder, provided that if one or more
Notes shall have been prepaid or converted without having
been issued its pro rata allocated portion of the Issuable
Maximum such unissued shares shall be allocated pro rata to
the remaining Holders. It is understood and agreed that
shares of Common Stock delivered to and held by the Holder
or one of its affiliates on account of conversion hereunder
may not cast votes on the matter of Shareholder Approval.
The Company, notwithstanding the foregoing, will use its
best efforts to obtain the Shareholder Approval contemplated
by this Section in its next meeting of Shareholders.
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<PAGE>
(iii) In the event that the Holder elects to exercise its conversion
rights hereunder as to any shares, such conversion shall be
effective when Holder shall give to the Company written notice of
such election (which may be effected by facsimile). The Company
shall, within three business days after receipt by the Company of
notice of conversion, deliver to the Holder (or, at Holder's
request, DWAC) a certificate for the shares into which such
conversion was made.
(b) SUBDIVISION OR COMBINATION OF COMMON STOCK AND COMMON STOCK DIVIDEND.
In case the Company shall at any time subdivide its outstanding shares
of Common Stock into a greater number of shares or declare a dividend
upon its Common Stock payable solely in shares of Common Stock, the
Conversion Price in effect immediately prior to such subdivision or
declaration shall be proportionately reduced. Conversely, in case the
outstanding shares of Common Stock of the Company shall be combined
into a smaller number of shares, the Conversion Price in effect
immediately prior to such combination shall be proportionately
increased.
(c) DILUTIVE ISSUANCES. If the Company or any subsidiary thereof, as
applicable with respect to Common Stock Equivalents (as defined
below), at any time while Notes are outstanding, shall issue shares of
Common Stock or rights, warrants, options or other securities or debt
that are convertible into or exchangeable for shares of Common Stock
("Common Stock Equivalents") entitling any person to acquire shares of
Common Stock at a price per share less than the Conversion Price (if
the holder of the Common Stock or Common Stock Equivalent so issued
shall at any time, whether by operation of purchase price adjustments,
reset provisions, floating conversion, exercise or exchange prices or
otherwise, or due to warrants, options or rights issued in connection
with such issuance, be entitled to receive shares of Common Stock at a
price less than the Conversion Price, such issuance shall be deemed to
have occurred for less than the Conversion Price), then, at the sole
option of the Holder, either (1) the Conversion Price shall be
multiplied by a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding immediately prior to the
issuance of such shares of Common Stock or such Common Stock
Equivalents plus the number of shares of Common Stock which the
offering price for such shares of Common Stock or Common Stock
Equivalents would purchase at the Conversion Price, and the
denominator of which shall be the sum of the number of shares of
Common Stock outstanding immediately prior to such issuance plus the
number of shares of Common Stock so issued or issuable, or (2) the
Company will use 50% of the proceeds from such issuance or sale to
prepay principal amount under this Note (pro-rata with the secured
convertible notes issued to other Subscribers in connection with the
Subscription Agreement) in accordance with Section 3(g). Such
adjustment shall be made whenever such shares of Common Stock or
Common Stock Equivalents are issued. No adjustment will be made under
this paragraph as a result of the grant or issuance of shares of
Common Stock pursuant to any duly authorized employee stock option
plan of the Company.
(d) NOTICE OF ADJUSTMENT. Promptly after adjustment of the Conversion
Price or any increase or decrease in the number of shares purchasable
upon conversion of this Note, the Company shall give written notice
thereof, by first class mail, postage prepaid, addressed to the Holder
at the address of such Holder as shown on the books of the Company.
The notice shall be signed by an authorized officer of the Company and
shall state the effective date of the adjustment and the Conversion
Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the
exercise of this conversion of this Note, setting forth in reasonable
detail the method of calculation and the facts upon which such
calculation is based.
(e) OTHER NOTICES. If at any time: the Company shall declare any cash
dividend upon its Common Stock; the Company shall declare any dividend
upon its Common Stock payable in Common Stock (other than a dividend
payable solely in shares of Common Stock) or make any special dividend
or other distribution to the holders of its Common Stock; there shall
be any consolidation or merger of the Company with another
corporation, or a sale of all or substantially all of the Company's
assets to another corporation; or there shall be a voluntary or
involuntary dissolution, liquidation or winding-up of the Company;
then, in any one or more of said cases, the Company shall give, by
4
<PAGE>
certified or registered mail, postage prepaid, addressed to the
registered holder of this Note at the address of such holder as shown
on the books of the Company, (i) at least 10 days prior written notice
of the date on which the books of the Company shall close or a record
shall be taken for such dividend, distribution or subscription rights
or for determining rights to vote in respect of any such dissolution,
liquidation or winding-up, (ii) at least 10 days prior written notice
of the date on which the books of the Company shall close or a record
shall be taken for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger or sale, and
(iii) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up,
at least 10 days written notice of the date when the same shall take
place. Any notice given in accordance with clause (i) above shall also
specify, in the case of any such dividend, distribution or option
rights, the date on which the holders of Common Stock shall be
entitled thereto. Any notice given in accordance with clause (iii)
above shall also specify the date on which the holders of Common Stock
shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up,
as the case may be.
(f) CHANGES IN COMMON STOCK. In case the Company shall be a party to any
transaction (including, without limitation, a merger, consolidation,
sale of all or substantially all of the Company's assets or
recapitalization of the Common Stock) in which the previously
outstanding Common Stock shall be changed into or exchanged for
different securities of the Company or Common Stock or other
securities of another corporation or interests in a noncorporate
entity or other property (including cash) or the Company shall make a
distribution on its shares, other than regular cash dividends on its
outstanding Common Stock, or any combination of any of the foregoing
(each such transaction being herein called the "Transaction" and the
date of consummation of the Transaction being herein called the
"Consummation Date"), then, as a condition of the consummation of the
Transaction, lawful and adequate provisions shall be made so that this
Note shall after the Consummation Date be convertible at the then
Conversion Price (subject to further adjustment as provided herein)
for the number of shares of Common Stock or other securities or
property (including cash) to which the Common Stock issuable upon
conversion at such Conversion Price (at the time of such Combination)
would have been entitled pursuant to such Combination had such Common
Stock been outstanding. The provisions of this Section (f) shall
similarly apply to successive Transactions.
3. Certain Redemptions.
(a) The Company may at any time prior to the Maturity Date redeem from
time to time not less than $1,000,000 of the then outstanding
principal under the Notes (or such lesser amount then outstanding) for
the Redemption Price (as hereinafter defined) in accordance with the
procedures set forth in this Section 3.
(b) In the event that Holder has given a Share Price Default Notice under
Section 5(a)(ii), the Company shall thereafter be entitled to effect
such redemption by payment of the Redemption Price without any prior
notice, in which event the date of such payment is referred to herein
as the "Redemption Date."
(c) In all other events, the Company may effect such redemption only upon
five days' prior written notice to Holder during the first 30 days
after the date hereof, 15 days' prior written notice to Holder during
the second 30 days after the date hereof and 30 days' prior written
notice to Holder thereafter. The giving of such notice shall obligate
the Company to pay the Redemption Price on the date (the "Redemption
Date") which notice shall fix for redemption (which shall not be later
than the 30th day after the date of such notice). The cash portion of
the Redemption Price shall accrue interest from and after the
Redemption Date at 18% per annum, payable on demand, until the
Redemption Price is paid in full.
(d) The Holder shall be entitled to convert the outstanding principal
amount of this Note subject to a Company Redemption Notice under this
Section from and after the date of delivery by the Company of a
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<PAGE>
Redemption Notice and prior to such time as the Redemption Price and
all interest accrued thereon has been duly paid in full.
(e) The Redemption Price for Redemption Dates within the first 30 days
after the date of this Note means the sum of the following:
(i) an amount in cash equal to sum of 110% of the principal amount of
this Note and 110% of the accrued and unpaid interest on this
Note, plus
(ii) 6,250 Warrants for each $100,000 in principal redeemed (pro rated
for amounts of less than $100,000). Such Warrants shall be deemed
"paid" when delivered by the Company to Holder .
(f) The Redemption Price for Redemption Dates after the first 30 days
after the date of this Note means the sum of the following:
(i) an amount in cash equal to sum of 120% of the principal amount of
this Note and 120% of the accrued and unpaid interest on this
Note, plus
(ii) 6,250 shares of registered and unrestricted shares of Common
Stock for each $100,000 in principal redeemed (pro rated for
amounts of less than $100,000). Such shares shall be deemed
"paid" when delivered by the Company to Holder by DWAC on the
Redemption Date.
(g) The Redemption Price for a prepayment of principal amount under this
Note pursuant to section 2(c)(2) means the sum of the following:
(i) an amount in cash equal to sum of 122% of the principal amount of
this Note and 122% of the accrued and unpaid interest on this
Note, plus
(ii) 6,250 shares of registered and unrestricted shares of Common
Stock for each $100,000 in principal redeemed (pro rated for
amounts of less than $100,000). Such shares shall be deemed
"paid" when delivered by the Company to Holder by DWAC on the
Redemption Date.
(h) The Company shall prepay principal amount under this Note (pro rata
with the secured convertible notes issued to other Subscribers in
connection with the Subscription Agreement), in accordance with either
Section 3(e) or 3(f) (as applicable)), equal to the sum of (a) the net
proceeds to the Company from sales of the USW common stock owned by
the Company and not subject to the pledge under the Subscription
Agreement and (b) the net proceeds to the Company from any pledge of
shares of USW common stock owned by the Company and not subject to the
pledge under the Subscription Agreement or subject to the pledge by
the Company under its loan facility with Merrill Lynch Private
Finance. Any prepayment under this Section shall be due and payable
within five business days of the date of the receipt of the net
proceeds described in (a) and (b) above.
4. Certain Remedies.
(a) If the Effective Date has not occurred by the 90th day after the date
of this Note, then, in addition to the Holder's other remedies:
(i) the interest rate under the Note shall be increased to 18% per
annum (or, if less, the highest rate permitted by law) until the
Effective Date,
(ii) the Company shall pay to the Holder an amount in cash as
liquidated damages and not as a penalty equal to 2% of the
principal amount under the Note on the day following such failure
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<PAGE>
and on each 30 day anniversary thereof until the Effective Date,
and
(iii) at Holder's option, the Note shall not be repaid by the Company
and shall remain convertible and accrue interest, until such date
as is designated by Holder but not later than 360 days after the
Effective Date.
(b) In the event the Company fails timely to deliver or DWAC a certificate
for shares of Common Stock as required under this Note, or if the
Company fails timely to make a redemption payment as required under
this Note, then, without limiting Holder's other rights and remedies
(including, without limitation, rights and remedies available to
Holder upon an event of default), the Company shall forthwith pay to
the Holder an amount accruing at the rate of $1,000 per day for each
day of such breach for each $100,000 principal amount of this Note,
with pro rata payments for principal amounts of more or less than
$100,000 or any multiple thereof.
5. Events of Default and Acceleration of the Note.
(a) An "event of default" with respect to this Note shall exist if any of
the following shall occur, if:
(i) The Company shall breach or fail to comply with any provision of
this Note or the Subscription Agreement and such breach or
failure shall continue for 20 days after written notice by any
Holder of any Note to the Company.
(ii) Any shares of common stock of US Wireless Corp. ("USW") shall
have traded (on NASDAQ if such stock then trades on NASDAQ) at
less than $5 per share (subject to equitable adjustment for the
stock splits and like events) at any time during each of five
trading days (which need not be consecutive) within any
consecutive 30-day period, the Holder shall have given notice
thereof (a "Share Price Default Notice") to the Company within 20
days after the fifth such day, and the Company shall have failed
to redeem this Note and to pay the full Redemption Price therefor
by the close of business on the seventh day after the date of
such notice;
(iii) A receiver, liquidator or trustee of the Company or of a
substantial part of its properties shall be appointed by court
order and such order shall remain in effect for more than 20
days; or the Company shall be adjudicated bankrupt or insolvent;
or a substantial part of the property of the Company shall be
sequestered by court order and such order shall remain in effect
for more than 30 days; or a petition to reorganize the Company
under any bankruptcy, reorganization or insolvency law shall be
filed against the Company and shall not be dismissed within 60
days after such filing.
(iv) The Company shall file a petition in voluntary bankruptcy or
request reorganization under any provision of any bankruptcy,
reorganization or insolvency law, or shall consent to the filing
of any petition against it under any such law.
(v) The Company shall make an assignment for the benefit of its
creditors, or admit in writing its inability to pay its debts
generally as they become due, or consent to the appointment of a
receiver, trustee or liquidator of the Company, or of all or any
substantial part of its properties.
(vi) The Company shall enter into any agreement pursuant to which (x)
the Company would not be the surviving entity in a merger or
other business combination or (y) the Company would sell or
otherwise dispose of in excess of 50% of its assets.
(vii) The Common Stock shall not be traded on any of the Nasdaq
National Market, Nasdaq SmallCap Market, American Stock Exchange
or the New York Stock Exchange for more than three trading days
(which need not be consecutive Trading Days).
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<PAGE>
(viii) The Company shall fail for any reason to deliver certificates
representing the Note Shares issuable upon a conversion hereunder
that comply with the provisions hereof and the Subscription
Agreement prior to the tenth day after the date of conversion or
the Company shall provide notice to any Holder, including by way
of public announcement, at any time, of its intention not to
comply with requests for conversion of principal amounts
hereunder in accordance with the terms hereof.
(ix) If, during the time that the Registration Statement is required
to kept effective under the Subscription Agreement, the
Registration Statement lapses for any reason for more than an
aggregate of ten consecutive trading days, or the Holder shall
not be permitted to resell Registrable Securities under the
Registration Statement for more than ten consecutive trading
days.
(x) The Registration Statement shall fail to be declared effective by
the SEC on or prior to the 180th day after the original date of
this Note.
(xi) There has occurred a Triggering Event under the Series A
Convertible Preferred Stock of the Company.
(b) If an event of default referred to in Section (a) shall occur, the
Holder may at any time thereafter, in addition to such Holder's other
remedies, by written notice to the Company (an "Acceleration
Declaration"), declare the principal amount of this Note, together
with all interest accrued thereon, to be due and payable immediately.
Upon any such declaration, an amount equal to the sum of (i) 122% of
the principal amount of Notes to be prepaid, plus all accrued and
unpaid interest thereon, plus 6,250 shares of Common Stock for each
$100,000 in principal due and payable (the "Mandatory Prepayment
Amount"), and (ii) all other amounts, costs, expenses and liquidated
damages due in respect of such Notes, such amount shall become
immediately due and payable and the Holder shall have all such rights
and remedies provided for under the terms of this Note and the
Subscription Agreement, including without limitation the security
interest granted thereunder.
6. Other Obligations.
(a) The Company shall at all times reserve for issuance on conversion of
this Note the number of shares of Common Stock which are then issuable
on conversion of this Note.
(b) The Company shall use its best efforts promptly to list on NASDAQ all
shares of Common Stock which are issuable upon conversion of this
Note.
(c) The Company covenants and agrees that all shares of Common Stock which
may be issued upon conversion of this Note will, upon issuance, be
duly and validly issued, fully paid and non-assessable and no personal
liability will attach to the holder thereof.
7. Miscellaneous.
(a) All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by
telegram, by facsimile, recognized overnight mail carrier, e-mail, or
by registered or certified mail, postage prepaid, return receipt
requested, addressed as follows: (a) if to the Holder, to such address
as is set forth in the Subscription Agreement or as such Holder shall
furnish to the Company in accordance with this Section, or (b) if to
the Company, to it at its headquarters office, or to such other
address as the Company shall furnish to the Holder in accordance with
this Section.
(b) This Note shall be governed and construed in accordance with the laws
of the State of New York applicable to agreements made and to be
performed entirely within such state.
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(c) The Company waives protest, notice of protest, presentment, dishonor,
notice of dishonor and demand.
(d) If any provision of this Note shall for any reason be held to be
invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provision hereof, but this Note shall be
construed as if such invalid or unenforceable provision had never been
contained herein.
(e) The waiver of any event of default or the failure of the Holder to
exercise any right or remedy to which it may be entitled shall not be
deemed a waiver of any subsequent event of default or of the Holder's
right to exercise that or any other right or remedy to which the
Holder is entitled.
(f) The Holder of this Note shall be entitled to recover its legal and
other costs of collecting on this Note, and such costs shall be deemed
added to the principal amount of this Note.
(g) In no event shall the Company seek or obtain any injunctive or similar
relief against any sale or action or inaction by Holder hereunder. The
Company expressly waives its rights to any such relief, and it
acknowledges that recovery of damages constitutes sufficient remedy
for any such action or inaction which is found to be improper. In
addition to all other remedies to which the Holder may be entitled
hereunder, Holder shall also be entitled to injunctive relief and
decrees of specific performance without posting bond or other
security. The federal and state court courts in New York City shall
have exclusive jurisdiction over this instrument and the enforcement
thereof. Service of process shall be effective if by certified mail,
return receipt requested. Trial by jury is waived.
(h) The Note may be changed or terminated only in writing executed by the
party against whom such modification is sought to be enforced.
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed on the
date set forth below
Dated:
----------------------------
GLOBAL TECHNOLOGIES, LTD.
By
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