EXHIBIT 4.5
COMMERCE GROUP CORP.
A Wisconsin Corporation
Two-Year Stock Option to Purchase
250,000 Shares of Commerce Group Corp.
Common Stock at a Price of $.25 Per Share
For value and consideration received on this 2nd day of July, 2001,
Commerce Group Corp. (Commerce), a Wisconsin Corporation, whose business address
is 0000 Xxxxx 00xx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, grants a stock option
(stock option agreement) to General Lumber & Supply Co., Inc., whose address is
0000 Xxxxx 00xx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, (Option Holder), under the
following terms and conditions:
1. Issue. Option Holder will have the right to purchase up to two hundred
fifty thousand (250,000) Commerce common shares, ten cents ($0.10) par value,
hereinafter referred to as "option shares," at a price (option price) of
twenty-five cents ($.25) per share, payable in cash.
Upon tender of the sum of U.S. sixty-two thousand five hundred dollars
(U.S. $62,500.00), Commerce agrees to issue to Option Holder, a total of two
hundred fifty thousand (250,000) Commerce validly issued nonassessable and fully
paid common shares, ten cents ($0.10) par value. Cancellation of debt owed to
Option Holder will be acceptable in lieu of cash.
2. Exercise Date. Option Holder will have the right to
purchase the common shares at any time during a two (2) year
period of time, commencing from the date of this agreement and
expiring on July 2, 2003.
3. Tender. At any time the Option Holder of this stock option agreement,
pursuant to the foregoing terms and conditions, shall exercise the right to
purchase these option shares, the Option Holder of said stock option agreement
shall surrender this stock option agreement for said shares of option shares,
accompanied by proper instruments of surrender, to Commerce, at its principal
office, accompanied by a written notice to the effect that the Option Holder
elects to exercise its stock option agreement, and stating the name or names in
which the certificate or certificates for shares of option shares shall be
issued. As promptly as practicable, after the receipt of such notice and the
surrender of this stock option agreement, Commerce shall issue and deliver to
Option Holder or such other holder of the stock option agreement, or to the
written order of such holder, a new certificate or certificates for the number
of shares of option shares issuable upon surrendering of this s tock option
agreement. Such issuance of option shares shall be deemed to have been effected
on the date on which such notice shall have been received by Commerce and such
stock option agreement shall have been surrendered as hereinabove provided. All
shares of option shares which may be issued upon exercise of the stock option
agreement, shall, upon issuance, be validly issued, fully paid, and
nonassessable by Commerce.
4. Partial Purchases. Option Holder will not have the
right to purchase the option shares in blocks of not less than
50,000 shares.
5. Notice of Change of Rights. Commerce agrees to
notify Option Holder as follows:
a. When Commerce shall declare a dividend (or make any other
distribution) on its option shares, payable otherwise than in cash out of
the consolidated earnings surplus of Commerce, its subsidiaries, and the
Commerce/Sanseb Joint Venture (Joint Venture); or
b. When Commerce shall authorize the granting to
the holders of its common shares of rights to subscribe
for or purchase any shares of capital stock of any class
or any other rights; or
c. Of any reclassification of the common shares of Commerce other than
a subdivision or a combination of its outstanding shares of such stock, of
any consolidation or merger to which Commerce is a party and for which
approval of any stockholders of Commerce is required or of the sale or
transfer of all or substantially all the assets of Commerce, its
subsidiaries, and the Joint Venture; or
d. Of the voluntary or involuntary dissolution, liquidation or winding
up of Commerce; then Commerce shall cause to be filed at the office of
Commerce, and shall cause to be mailed to the option holders of this stock
option agreement, at their addresses as they shall then appear on the
records of Commerce, at least ten days prior to the record date specified
below, a notice stating:
(1) the record date for such dividend, distribution or rights or,
if a record is not to be taken, the date as of which the holders of
the option shares of record to be entitled to such dividend,
distribution or rights are to be determined; or
(2) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected
that holders of the option shares of record shall be entitled to
exchange their option shares for securities or other property
deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up.
6. Procedures. The Board of Directors of Commerce, or a committee
established by it, shall have the right, from time to time, to adopt other
specific rules of procedure to carry out the full intent of this stock option
agreement, and to do all reasonable acts necessary therefore; provided that such
rules and acts shall not violate the specific terms of this stock option
agreement.
7. Dividends. Until such time as the Option Holder purchases the option
shares under this stock option agreement, the Option Holder shall not be
entitled to receive such dividends and distributions as from time to time may be
declared by the Board of Directors of Commerce.
8. Voting. The Option Holders of this stock option
agreement shall have no voting rights.
9. Notice. The Option Holders of the stock option
agreement shall be entitled to any notice of shareholders'
meetings.
10. Reservation of Common Stock. Commerce shall at all times reserve and
keep available out of its authorized but unissued common shares, or shall
authorize from time to time, an increase in such shares if required, of such
number of its duly authorized shares of common stock, as shall be sufficient to
effect the exercise of this stock option agreement.
11. Registration. Option Holder, as owner of this stock option agreement, by
acceptance thereof, shall agree for itself and for all subsequent owners, that
before any disposition is made of this stock option agreement or of the option
shares, Option Holder shall give written notice to Commerce describing briefly
the manner of any such proposed disposition. No such disposition shall be made
unless and until (1) Commerce has advised such owners that it has received an
opinion from its legal counsel satisfactory to it that no post-effective
amendment to Commerce's registration statement, if any, filed with the
Securities and Exchange Commission (Commission) under the Securities Act of 1933
(Act) and no other registration under said Act is required to such disposition,
or (2) such post-effective amendment or such other registration has been filed
by Commerce and made effective by the Commission, provided, however, that
Commerce shall have no obligation to so file.
12. Investment Letter Agreement. The Option Holder
agrees to execute an investment letter agreement in such form
as is attached to this agreement and identified as Exhibit A.
13. Entire Agreement. This agreement is the entire, final and complete
agreement pertaining to the subject matter hereof, and it supersedes and
replaces all written and oral agreements heretofore made or existing by and
between the parties or their representatives insofar as this subject matter is
concerned. Neither party shall be bound by any promises, representations or
agreements except as are herein expressly set forth.
14. Applicable Law. This agreement is being delivered in
and shall be governed by and construed and enforced in
accordance with the laws of the State of Wisconsin, United
States.
15. Binding Effect. This agreement shall be binding upon
and inure to the benefit of all parties and all parties and
their respective successors, heirs, assigns, and legal
representatives are subject to its terms.
In Witness Whereof, Commerce has executed this stock option agreement on the
day and date first written above.
COMMERCE GROUP CORP.
/s/ Xxxxxx X. Xxxxxxxx
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By: Xxxxxx X. Xxxxxxxx, President
This stock option agreement is accepted by General Lumber & Supply Co., Inc. on
the 2nd day of July, 2001.
GENERAL LUMBER & SUPPLY CO., INC.
/s/ Xxxxxx Xxxxxxxx
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By: Xxxxxx Xxxxxxxx, President
