Newy1:155130:1:8/4/99
28507-20
STOCK OPTION AGREEMENT
AGREEMENT made as of the 28th day of July, 1999 by and between
X.X. Xxxxx Investment Banking Corp., having its executive offices at 00 Xxxx
Xxxxxx, Xxx Xxxx, XX 00000 ("Xxxxx"), and XXXXX XXXXXXXXXXX, residing at The
Carlyle Hotel, Room 1907, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000
("Xxxxxxxxxxx").
W I T N E S S E T H:
WHEREAS, Xxxxxxxxxxx desires to acquire from Xxxxx, and Xxxxx
desires to grant to Xxxxxxxxxxx, an option to purchase 100,000 shares of common
stock of News Communications, Inc. (the "Company") owned by Xxxxx.
NOW, THEREFORE, for $10.00 and other good and valuable
consideration, the sufficiency and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:
1. Grant of Option. Upon the terms and subject to the
conditions set forth herein, Xxxxx hereby grants to Xxxxxxxxxxx the right and
option (the "Option") to purchase 100,000 shares of the Company's common stock
at an exercise price of $2.25 per share. Xxxxxxxxxxx may exercise all or part of
the Option any time and from time to time until July 28, 2004.
2. Method of Exercising Option. Xxxxxxxxxxx may exercise the
Option by delivering to Xxxxx (i) a written notice stating the number of shares
of common stock that Xxxxxxxxxxx has elected to purchase at that time from Xxxxx
and (ii) full payment of the purchase price of the shares of common stock then
to be purchased. Payment of the purchase price for the shares of common stock
upon any exercise of the Option may be made by certified or bank cashier's check
payable to the order of Xxxxx or by wire transfer subject to the instructions of
Xxxxx, together with such amount as Xxxxx shall, in its sole discretion, deem
necessary to satisfy any tax obligation arising by reason of the transfer of
such shares of common stock.
3. Issuance of Common Stock upon Exercise of Option. As
promptly as practicable after receipt of such written notification of
Xxxxxxxxxxx'x election to exercise the Option and full payment of such purchase
price, Xxxxx shall transfer to Xxxxxxxxxxx the number of shares of common stock
with respect to which the Option has been so exercised and shall deliver to
Xxxxxxxxxxx a certificate or certificates therefor, duly endorsed in blank or
accompanied by appropriate stock powers in Xxxxxxxxxxx'x name.
4. Securities Law Acknowledgments. Xxxxxxxxxxx acknowledges
that the shares of common stock issued upon exercise of the Option may not be
registered under applicable securities laws, that such shares of common stock
purchased upon the exercise of the Option must be held indefinitely unless
subsequently registered under the applicable securities laws or unless an
exemption therefrom is available. The shares of common stock issued pursuant to
the terms of this Agreement shall represent fully paid and nonassessable shares
of common stock.
5. Transferability. The Option may be transferred by
Xxxxxxxxxxx only to a member of Xxxxxxxxxxx'x immediate family or pursuant to
applicable laws of descent and distribution.
6. Rights as Stockholder. Xxxxxxxxxxx shall have no rights as
a stockholder with respect to any share of common stock covered by the Option
until Xxxxxxxxxxx shall have become the holder of record of such share of common
stock, and no adjustment shall be made for dividends or distributions or other
rights in respect of such share of common stock for which the record date is
prior to the date upon which Xxxxxxxxxxx shall become the holder of record
thereof.
7. Notice. Every notice or other communication relating to
this Agreement shall be in writing and shall be mailed to or delivered to the
party for whom it is intended at such address as may, from time to time, be
designated in a notice mailed or delivered to the other party as herein
provided; provided that, unless and until some other address be so designated,
all notices or communications shall be mailed or delivered to the parties at
their addresses first set forth above.
8. Entire Agreement. This Agreement sets forth the complete
understanding of Xxxxx and Xxxxxxxxxxx with respect to the subject matter hereof
and supersedes all prior understandings, whether oral or written.
9. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York (without giving
effect to principles of conflicts of law).
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
X.X. XXXXX INVESTMENT BANKING CORP.
By: ____________________________________
Name:
Title:
---------------------------------
Xxxxx Xxxxxxxxxxx
