-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WD1nbiV0gykjd/Rd/zbkYzv/s4xdFmPO8rSUco9dHOMgC16L85YR0yCdk1yBaMkD N9ZUVMMFSknGnkXd6Gbhig== 0001125282-01-000851.txt : 20010308 0001125282-01-000851.hdr.sgml : 20010308 ACCESSION NUMBER: 0001125282-01-000851 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010306 GROUP MEMBERS: FRED KNOLL GROUP MEMBERS: THINKING TECHNOLOGIES LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THINKING TOOLS INC CENTRAL INDEX KEY: 0001021444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 770436410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50323 FILM NUMBER: 1562061 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: SUITE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 8313730688 MAIL ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: SUITE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THINKING TECHNOLOGIES LP CENTRAL INDEX KEY: 0001033950 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O KNOLL CAPITAL MANAGEMENT STREET 2: 200 PARK AVNEU SUITE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2128087474 SC 13D 1 0001.txt FORM SC-13D OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form ...........14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Thinking Tools, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 884098 10 4 ------------------------------------------------------------------------- (CUSIP Number) Fred Knoll Thinking Technologies, L.P. 200 Park Avenue Suite 3900 New York, New York 10166 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 14, 2000 ------------------------------------------------------------------------- (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 / /. Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-7 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 which 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). SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP No. 884098 10 4 Page 2 of 9 Pages ------------- --- --- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thinking Technologies, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------- 5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------------------------------------------------------- 8 SHARED VOTING POWER 12,242,809 -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 12,242,809 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,242,809 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT* INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 9 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP No. 884098 10 4 Page 3 of 9 Pages ------------- --- --- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fred Knoll - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------- 5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,102,900 OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------ 8 SHARED VOTING POWER 12,242,809 ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 1,102,900 ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 12,242,809 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,242,809 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT* INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 3 of 9 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer. This statement on Schedule 13D (the "Statement") relates to the common stock, par value $.001 per share (the "Common Stock"), of Thinking Tools, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at c/o Knoll Capital Management, 200 Park Avenue, Suite 3900, New York, New York 10166. Item 2. Identity and Background. This statement is being filed by Thinking Technologies, L.P., a Delaware limited partnership ("Technologies"), and Mr. Fred Knoll, the principal of Knoll Capital Management, L.P. ("Knoll Capital"), which is the general partner of Technologies. The principal executive office of Technologies and Mr. Knoll is 200 Park Avenue, Suite 3900, New York, New York 10166. Technologies is primarily engaged in the business of investing. Knoll Capital is a venture capital firm specializing in the technology industry. During the last five years, neither Mr. Knoll nor Technologies has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor has either been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. Mr. Knoll is a U.S. citizen. Item 3. Source and Amount of Funds or Other Consideration. In December 1999, Technologies acquired 1,964,961 shares of Common Stock upon the conversion of certain outstanding bridge notes issued to Technologies in November 1998. In December 1999, Mr. Knoll was issued options to purchase 352,900 shares of Common Stock, at a purchase price of $.50 per share, upon conversion of certain amounts owed to Mr. Knoll. These options were issued and vested as of December 10, 1999. In August 2000, Technologies and Richard Sears ("Sears"), one of the original limited partners of Technologies, entered into an Agreement for Distribution of Limited Partnership Interest (the "Distribution Agreement"). Pursuant to the Distribution Agreement, Sears was entitled to receive a distribution from Technologies of certain securities of the Company held by Technologies. In connection therewith, Sears received from Technologies 69,628 shares of Common Stock and five year warrants to purchase 5,453 shares of Common Stock exercisable at $3.90 per share, commencing July 1996. On November 27, 2000, Technologies was granted five year warrants to purchase 425,066 shares of Common Stock at an exercise price of $0.375 per share, exercisable commencing on February 12, 2001. Also on November 27, 2000, Technologies was issued a Demand Convertible Note (the "Note") in the principal amount of up to $1,000,000, bearing interest at the rate of 10% per year, which note provided that Technologies could, at its option, at any time commencing February 12, 2001, convert the principal amount of the Note together with interest into shares of Common Stock at a conversion price of $.375 per share (the "Conversion Price"). In February 2001, the Company's Board of Directors approved the reduction of the Conversion Price to $.12 per share. As of December 31, 2000, the amount outstanding under the Note is $881,794.84, which includes interest equal to $21,609.84. Item 4. Purpose of Transaction. The shares of Common Stock to which this Statement relates are held by Technologies and Mr. Knoll as an investment. Item 5. Interest in Securities of the Issuer. As of December 31, 2000, Technologies beneficially owned 12,242,809 shares of Common Stock (the "Technologies Shares"). The Technologies Shares constitute approximately 54.5% of the shares of the Company's Common Stock issued and outstanding as of December 31, 2000 (based upon a total of 10,204,637 shares of the Company's Common Stock issued and outstanding on December 31, 2000) (the "Outstanding Stock"). The Technologies Shares include (i) 3,850,414 shares of Common Stock; (ii) 468,242 shares of Common Stock issuable upon the exercise of warrants issued in July 1996 to Technologies, at an exercise price of $1.07 per share, which warrants expire in December 2006; (iii) 150,797 shares of Common Stock issuable upon the exercise of warrants issued in July 1996 to Technologies, at an exercise price of $3.90 per share, which warrants expire in July 2001; (iv) 425,066 shares of Common Stock issuable upon exercise of warrants issued in November 2000 to Technologies at an exercise price of $0.375 per share; and (v) 7,348,290 shares of Common Stock issuable upon conversion of the Note. As of December 31, 2000, Mr. Knoll beneficially owned 13,345,709 shares of Common Stock (the "Knoll Shares"). The Knoll Shares constitute approximately 56.7% of the Outstanding Stock. The Knoll Shares include (i) 12,242,809 of the Technologies Shares; (ii) warrants to purchase 549,800 shares of Common Stock exercisable at $.50 per share; (iii) options to purchase 352,900 shares of Common Stock exercisable at $.50 per share; and (iv) options to purchase 200,000 shares of Common Stock exercisable at $.50 per share; and (v) 200 shares of Series B Preferred Stock, $.001 par value per share, which are convertible into 200 shares of Common Stock. Mr. Knoll owns all of the outstanding shares of Series B Preferred Stock. The holders of a majority in voting power of the Series B Preferred Stock, voting together as a separate class, have the exclusive right to elect seven (7) members of the Board of Directors of the Company (the "Board") until March 7, 2002 and, thereafter, to elect five (5) members of the Board until March 7, 2005 or such number of members as will constitute a majority of the Board. Technologies and Mr. Knoll share the power to vote and dispose of or to direct the vote or to direct the disposition of the Technologies Shares owned of record by Technologies. Mr. Knoll has the sole power to vote and dispose of the Knoll Shares, except for the Technologies Shares which are described above. In addition to the transactions described in Item 3 above, on December 10, 1999, Mr. Knoll was issued (i) options to purchase 200,000 shares of Common Stock at an exercise price of $.50 per share, of which 100,000 are exercisable as of the date of issuance and 100,000 are exercisable as of December 10, 2000 and (ii) warrants to purchase 549,800 shares of Common Stock, at an exercise price of $.50 per share, exercisable commencing at any time or from time to time during the five year period commencing on March 7, 2000. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Contemporaneously with the acquisition by the Company of Tritium Network, Inc., a Delaware corporation ("Tritium"), on March 7, 2000, and as a condition to the Company entering into the asset purchase agreement, a voting agreement was entered into by and among the Company, Technologies, Mr. Knoll, and Tritium and its stockholders named on the signature page thereof, including Michael W. Lee, Tritium's principal stockholder (the "Voting Agreement"). Among other things, the Voting Agreement provides that for a period ending not later than December 31, 2002, Tritium, Technologies and each named stockholder agree to vote the shares of the Company's voting stock owned by them, and Mr. Knoll agrees to vote the shares of Series B Preferred owned by him, to (i) fix and maintain the number of directors on the Company Board at nine; (ii) elect to the Board five directors designated by the holders of the Series B Preferred; and (iii) elect to the Board two directors designated by Michael W. Lee on behalf of Tritium or the stockholders. The remaining two directors will be outside directors elected by the stockholders. As described in Item 5 above, the holders of a majority in voting power of the Series B Preferred Stock, voting together as a separate class, have the exclusive right to elect seven (7) members of the Board until March 7, 2002 and, thereafter, to elect five (5) members of the Board until March 7, 2005 or such number of members as will constitute a majority of the Board. In July 2000, the Board approved a bridge financing offer from Technologies pursuant to which Technologies would loan the Company up to $500,000 (the "Technologies Bridge"). In November 2000, the Board approved an increase in the Technologies Bridge to up to $1,000,000 (together with the Technologies Bridge, the "Technologies Bridge Financing"). In order to induce Technologies to continue its bridge loans with the Company, in November 2000, Michael Lee, the President of StartFree.com, Inc., the wholly owned subsidiary of the Company, and Tritium Network, Inc. ("Tritium"), granted Technologies as collateral security for the repayment of bridge loans made by Technologies to the Company an option to purchase, for nominal consideration, 600,000 shares of the Company's Series A Preferred Stock owned by Michael Lee or Tritium, as the case may be, in the event that the Company fails to repay the Technologies Bridge Financing when due. As described in Item 3 above, Technologies and Sears entered into the Distribution Agreement with respect to certain securities of the Company. Except as otherwise set forth in this Statement, neither Technologies nor Mr. Knoll has any contracts, arrangements, understandings or relationships (legal or otherwise) with each other or with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. The following document is filed as part of this Schedule 13-D: Exhibit No. (2)(a) Voting Agreement, dated as of March 7, 2000, by and among Thinking Tools, Inc., Thinking Technologies, L.P., Fred Knoll, Tritium Network, Inc. and the stockholders of Tritium Network, Inc. whose names appear on the signature pages of the agreement (1). 2(b) Option Agreement, dated as November 22, 2000, by and among Thinking Technologies, L.P., Michael Lee and Tritium Network, Inc. - ------------------ (1) Incorporated herein by reference to the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 21, 2000. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: March 6, 2001 Thinking Technologies, L.P. By: KNOLL CAPITAL MANAGEMENT By: /s/ Fred Knoll ------------------------------ Name: Fred Knoll Title: President SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: March 6, 2001 /s/ Fred Knoll ------------------------ Fred Knoll EX-2.(B) 2 0002.txt OPTION AGREEMENT EXHIBIT 2(b) OPTION AGREEMENT OPTION AGREEMENT, dated as of November 22, 2000 (the "Agreement") between Thinking Technologies, L.P., a Delaware limited partnership ("Optionee") whose address is 200 Park Avenue, New York, New York 10166, Michael Lee, an individual ("Lee"), whose address is c/o StartFree.com, 10050 Montgomery Road, Suite 340, Cincinnati, Ohio, 45242, and Tritium Networks, Inc., a Delaware Corporation ("Tritium") whose address is c/o StartFree.com, 10050 Montgomery Road, Suite 340, Cincinnati, Ohio, 45242. RECITALS: Reference is made to the bridge loans made by Optionee to Thinking Tools, Inc. (the "Company") in the aggregate principal amount of up to $1,000,000 (the "Bridge Loans") evidenced by a Convertible Demand Promissory Note (the "Note"), dated as of November 22, 2000. Unless otherwise defined herein, capitalized terms shall have the meaning given to such terms in the Note. This Option Agreement is integral to the advances made and which may be made by Optionee to the Company. NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, and in connection with advances to the Company under and in accordance with the terms of the Note, the parties hereto hereby agree as follows: 1. Reference to the Note. The terms, conditions and provisions of the Note are incorporated herein by reference, the same as if set forth herein verbatim, which terms, conditions, and provisions shall continue to be in full force and effect hereunder until all sums due and to become due thereunder or under any other documents in connection with the Bridge Loans have been paid or repaid in full. 2. Grant of Option. Upon the terms and subject to the conditions set forth herein, Lee hereby grants to Optionee the right and option (the "Option") to purchase from him up to 600,000 shares (the "Option Shares") of the Company's Series A Convertible Preferred Stock, par value $.001 per share (the "Preferred Shares"), which shares shall include, without limitation, any dividends, distributions and other securities issued upon conversion of the Preferred Shares. Further, in the event that this Option becomes exercisable prior to the liquidation of Tritium and, at such time, Tritium is then the record owner of the Preferred Shares, Tritium hereby grants to the Optionee the right and option to purchase from Tritium the Preferred Shares on the same terms and conditions as the Option granted by Lee to Optionee. 3. Purchase Price. The purchase price (the "Purchase Price") for the Option Shares shall be an aggregate price of $100, reduced proportionately if less than all of the Option Shares are purchased, subject to adjustment as set forth herein. 4. Time of Exercise; Term. (a) The Option shall become exercisable with respect to the underlying Option Shares upon the failure of the Company to pay, when due, the principal of and interest on the Note upon demand therefor. No waiver, amendment, modification, compromise or settlement in respect of the Note or exercise of Optionee's right to convert the Note into shares of Common Stock of the Company shall in any way affect Optionee's rights under the Option. (b) The Option shall expire and cease to have any force or effect on the date on which all amounts and obligations under the Note have been paid and performed in full (the "Expiration Date"). 5. Method of Exercising Option and Payment of Purchase Price. The Option shall be exercised by the delivery by the Optionee to Lee or Tritium, as the case may be, at the respective addresses set forth above of written notice of the number of Option Shares with respect to which the Option is exercised, accompanied by payment in full of the aggregate Purchase Price for such Option Shares. Payment for such Option Shares shall be made in U.S. dollars by check payable to the order of Lee or Tritium, as the case may be, or by wire transfer to an account designated by Lee or Tritium, as the case may be. Within ten days after each such exercise of this Option, Lee or Tritium, as the case may be, shall cause to be delivered to Optionee a certificate or certificates evidencing the Option Shares registered in the name of Optionee or its designee. Upon receipt by Lee or Tritium, as the case may be, of a notice of exercise of the Option, Optionee shall be deemed to be the holder of record of the Option Shares transferable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Option Shares shall not then be physically delivered to Optionee. 6. Representations. Lee and Tritium hereby represent that (i) each of Lee and Tritium has the legal capacity or authority, as the case may be, to enter into and execute this Agreement and that Tritium is authorized to enter into this Agreement; (ii) Lee is entitled to receive the Preferred Shares upon the liquidation of Tritium, of which Lee is a principal shareholder; and (iii) other than the Voting Agreement, dated as of March 7, 2000, by and among the Company, Optionee, Fred Knoll, Tritium and the stockholders of Tritium whose names appear on the signature pages thereof, the Preferred Shares are not subject to any option, warrant, put, call or other right to purchase, stock transfer restriction, other agreement, understanding or arrangement of any kind relating to the voting or disposition thereof, lien, encumbrance, security interest or pledge. 7. Restrictions on Transfer. Other than the distribution to Lee upon the liquidation of Tritium and as otherwise provided in the Voting Agreement, until the purchase of the Option Shares pursuant to this Option Agreement or the expiration of the period for exercise of the Option, neither Lee nor Tritium shall Transfer (defined below) the Option Shares. For the purposes of this Agreement, "Transfer", means any transfer, sale, exchange, assignment, the creation of any option or right to purchase, security interest or other encumbrance, and any other disposition of any kind, whether voluntary or involuntary, affecting title to, possession of or voting rights of the Option Shares. 8. Legend. Until such time as the Option is exercised with respect to all of the Option Shares, all stock certificates evidencing the Option Shares shall include a legend as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION AGREEMENT DATED NOVEMBER 22, 2000 BETWEEN THINKING TECHNOLOGIES, L.P., MICHAEL LEE, AND TRITIUM NETWORKS, INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY." 9. Transfer and Investment Representation. Optionee represents that, unless at the time of exercise of the Option the Option Shares are registered under the Securities Act of 1933, any and all Option Shares purchased hereunder shall be acquired for investment only and without a view to the resale or distribution thereof. If the Option Shares are not so registered, certificates for the Option Shares shall bear a legend reciting the fact that such Option Shares may only be transferred pursuant to an effective registration statement under the Securities Act of 1933 or an opinion of counsel to the Company (or an opinion of counsel to Optionee reasonably satisfactory to the Company) that such registration is not required. 10. No Rights in Option Shares. Optionee shall have none of the rights of a shareholder with respect to the Option Shares unless and until the Option Shares are issued to it upon exercise of the Option. 11. Governing Law/Jurisdiction. This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed wholly within such State. Any action or proceeding in connection with this Agreement may be brought in a court of record of the State of New York, County of New York or any federal court located therein, the parties hereby consenting to the jurisdiction thereof, and service of process may be made upon any party by mailing a copy thereof to such party, by registered mail, at its address to be used for the giving of notices under this Agreement. IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE PARTIES MUTUALLY WAIVE TRIAL BY JURY AND ANY CLAIM THAT NEW YORK COUNTY IS AN INCONVENIENT FORUM. 12. Miscellaneous. This Option Agreement cannot be changed or terminated orally. This Option Agreement contains the entire agreement between the parties relating to the subject matter hereof. The paragraph headings herein are intended for reference only and shall not affect the interpretation hereof. All notices under this Agreement shall be given in accordance with Section 12 of the Note. This Agreement may be executed in any number of counterparts and by telecopier, each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the day and year first above written. THINKING TECHNOLOGIES, L.P. By: /s/ Fred Knoll ------------------------------------ Name: Fred Knoll Title: MICHAEL LEE By: /s/ Michael Lee ------------------------------------ Name: Michael Lee TRITIUM NETWORKS, INC. By: /s/ Michael Lee ------------------------------------ Name: Michael Lee Title: President -----END PRIVACY-ENHANCED MESSAGE-----