Intelligent Highway Solutions Inc (fka IHSI)

[john12341]

here maybe this will shed some light on what is going on here. the
“Exercise Price” means the payment in an amount equal to Ten and No/100 United States Dollars ($10.00).

so now if i am reading this wright ihsi has to pay tca 10.00 per share under the call option agreement to get the controlling shares here.



CALL OPTION AGREEMENT



This CALL OPTION AGREEMENT (this “Agreement”), is entered into as of March 9, 2017, by and between INTELLIGENT HIGHWAY SOLUTIONS, INC., a corporation incorporated under the laws of the State of Nevada and located at 9516 Rossport way Elk Grove, California 95624 (“IHSI”) and TCA GLOBAL CREDIT MASTER FUND LP, a limited partnership organized and existing under the laws of the Cayman Islands and located at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 (“TCA”, and together with IHSI, the “Parties” and each a “Party”).



W I T N E S S E T H:



WHEREAS, the Parties have entered into that certain Senior Secured Revolving Credit Facility Agreement, dated as of February 28, 2017 and made effective as of March 9, 2017 by and among IHSI, TCA, Cresent Construction Company, Inc., a corporation incorporated under the laws of the State of North Carolina, TCA Cresent Construction Company, LLC, a limited liability company organized and existing under the laws of the State of Florida (the “Company”) and certain other Credit Parties (as defined therein) (the “Credit Agreement”);



WHEREAS, TCA owns one thousand (1,000) Class A Membership Units of the Company (the “Class A Units”) and nineteen thousand (19,000) Class B Membership Units of the Company (the “Class B Units” and together with the Class A Units, the “Membership Units”) (representing twenty percent (20%) of the Membership Units of the Company;



WHEREAS, in connection with the Credit Agreement, TCA desires, subject to the terms and conditions contained herein, to grant to IHSI the right to purchase Membership Units of the Company from TCA (the “IHSI Call Option”), and IHSI wishes to accept the IHSI Call Option;



NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows.



ARTICLE I



DEFINITIONS



Section 1.1. Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.



“Agreement” has the meaning set forth in the preamble to this Agreement.



“Business Day” means a day on which banks are open for business in the City of New York, United States of America.



“Charter Documents” of any Person means any by-laws, charter, memorandum, certificate of incorporation, articles of association, or other similar document of such Person.


“Class A Units” has the meaning set forth in the preamble to this Agreement.



“Class B Units” has the meaning set forth in the preamble to this Agreement.



“Company” has the meaning set forth in the preamble to this Agreement.



“Credit Agreement” has the meaning set forth in the preamble to this Agreement.



“Equity Interests” means (a) the Membership Units; (b) any capital stock, share, partnership or membership interest, unit of participation or other similar interest (however designated) in the Company and (b) any irrevocable capital contribution, option, warrant, purchase right, conversion right, exchange rights or other contractual obligation which would entitle any Person to acquire any such interest in the Company or otherwise entitle any Person to share in the equity, profit, earnings, losses or gains of the Company (including stock appreciation, phantom stock, profit participation or other similar rights).



“Exercise Price” means the payment in an amount equal to Ten and No/100 United States Dollars ($10.00).



“IHSI” has the meaning set forth in the preamble to this Agreement.



“IHSI Call Option” has the meaning set forth in the recitals to this Agreement.



“Lien” means any mortgage, pledge, hypothecation, charge, assignment, deposit arrangement, encumbrance, security interest, lien, fiduciary assignment and any security or similar agreement of any kind or nature whatsoever.



“Membership Interests” means the membership interests of the Company, and it includes any and all voting and economic rights relating thereto, and any rights to declared or undeclared distributions, rights to reserves, capital contributions, paid-in surplus, and any other Equity Interests in the Company.



“Membership Units” has the meaning set forth in the recitals to this Agreement.



“Person” means and includes any natural person, individual, partnership, joint venture, corporation, trust, limited liability company, limited company, joint stock company, unincorporated organization, government entity or any political subdivision or agency thereof, or any other entity.



“Proceeding” means any action, suit, charge, hearing, claim or legal, administrative, arbitration or other alternative dispute resolution proceeding or investigation.



“Party(ies)” has the meaning set forth in the preamble to this Agreement.



“TCA” has the meaning set forth in the preamble to this Agreement.



“US$” means the lawful currency of the United States of America.


Section 1.2. General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. Unless otherwise specified, words such as “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Section or subsection of this Agreement, and references herein to “Articles” or “Sections” refer to Articles or Sections of this Agreement. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.



ARTICLE II

GRANTING OF THE CALL OPTIONS



Section 2.1. IHSI Call Option. Upon the terms and subject to the conditions set forth in this Agreement, TCA hereby grants IHSI an irrevocable right to purchase the Membership Interests from TCA at the Exercise Price, provided, however, such right shall not be available until such time as all Obligations in connection with the Credit Agreement, the Revolving Note, the Fee Note and any other Loan Document executed in connection therewith are completely and fully satisfied.



Section 2.2. IHSI Exercise. IHSI shall be permitted to exercise the IHSI Call Option to purchase the Membership Interests owned by TCA, equal to twenty percent (20%) of the Membership Interests of the Company upon the full satisfaction and payment to TCA of the Exercise Price.



Section 2.3. IHSI Exercise Process. IHSI shall exercise the IHSI Call Option by delivering a written notice to TCA setting forth IHSI’s irrevocable election to exercise the IHSI Call Option (the “Exercise Notice”). The sale of the Membership Interests pursuant to Section 2.2 shall close at a time and place reasonably acceptable to IHSI and TCA within ten (10) Business Days after TCA’s receipt of the Exercise Notice. At such closing, IHSI shall pay the Exercise Price to TCA in immediately available funds, upon which payment TCA shall deliver evidence showing that ownership of the Membership Interests has been registered in the name of IHSI, free and clear from any Lien, in the records of the Company.



Section 2.4. TCA Call Option. IHSI hereby grants TCA an irrevocable right to purchase the Membership Interests owned by IHSI, equal to eighty percent (80%) of the Membership Interests of the Company (the “TCA Call Option”) at the Exercise Price, upon an Event of Default under Section IV of this Agreement.



ARTICLE III

REPRESENTATIONS AND WARRANTIES OF IHSI



IHSI hereby represents and warrants to TCA as follows:



Section 3.1. Legal Capacity. IHSI has full legal capacity to enter into this Agreement and consummate the transactions described herein, if any.



Section 3.2. Authorizations. IHSI has full power and authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement has been duly authorized by all requisite action. This Agreement constitutes, legal, valid and binding obligations of IHSI, enforceable against IHSI in accordance with its terms.



(b) All consents, waivers, approvals, authorizations, exemptions, registrations, filings, licenses or declarations required to be made or obtained by IHSI in connection with (i) the execution, delivery or enforceability of this Agreement or (ii) the consummation of any of the transactions described herein, have been duly made or obtained by IHSI.



Section 5.3. No Conflicts, etc. (a) Neither the execution and delivery by IHSI of this Agreement, nor the performance by IHSI of its obligations hereunder, nor the consummation of the transactions contemplated herein, will conflict with or violate any provision of any agreement to which IHSI is a party.



(b) There is no Proceeding pending or, to the knowledge of IHSI, threatened against IHSI (i) which questions the validity of, or the obligations of IHSI under this Agreement, or (ii) which seeks to impede, enjoin or invalidate the transactions contemplated herein, in whole or in part.



ARTICLE IV

EVENTS OF DEFAULT



If IHSI or the Credit Parties shall have defaulted or failed to comply with the due observance or performance of any material term, covenant or agreement contained this Agreement, the Credit Agreement, the Revolving Note, the Fee Note or any other Loan Documents, or IHSI or the Credit Parties shall have defaulted in any material obligation to TCA or the Company, or any affiliate thereof, and such failure to comply shall continue uncured beyond the applicable cure period (provided that if no specific cure period is provided, the cure period shall be ten (10) days after notice of such default is delivered by TCA to IHSI), (i) the IHSI Call Option shall immediately terminate; (ii) TCA may, without any further notice and without any presentment, demand or protest of any kind, all of which are hereby expressly waived by IHSI, take any further action available at law or in equity, including, without limitation, sell the Membership Interests to any Person; and (iii) TCA shall be entitled to exercise the TCA Call Option upon payment to IHSI of the Exercise Price, as set forth in Section 2.4 of this Agreement.



ARTICLE V

MISCELLANEOUS



Section 5.1. Notices. Any notice, request or other communication to be given or made under this Agreement to the Parties shall be in writing. Such notice, request or other communication shall be deemed to have been duly given or made when it shall be delivered by hand, international courier (confirmed by facsimile), or facsimile (with a hard copy delivered within two (2) business days) to the Party to which it is required or permitted to be given or made at such Party’s address specified below or at such other address as such Party shall have designated by notice to the Party given or making such notice, request or other communication, it being understood that the failure to deliver a copy of any notice, request or other communication to a Party to whom copies are to be sent shall not affect the validity of any such notice, request or other communication or constitute a breach of this Agreement.


read in full
https://www.sec.gov/Archives/edgar/data/1549719/000149315217002811/ex10-4.htm


here is the full 8k on this
https://www.sec.gov/Archives/edgar/data/1549719/000149315217002811/0001493152-17-002811-index.htm