Exhibit 10.27
VOID AFTER 5:00 P.M., EASTERN TIME, ON JANUARY 29, 2009
COMMON STOCK PURCHASE OPTION
THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE ON
EXEMPTIONS THEREFROM AND, THEREFORE, MAY NOT BE RESOLD UNLESS REGISTERED
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THIS OPTION HAS BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF
WITHIN THE MEANING OF THE ACT.
THE COMMERCE GROUP, INC.
INITIAL ACIC AGENT OPTION
Expiring January 29, 2009
No. ACIC-I-5
THE COMMERCE GROUP, INC., a Massachusetts corporation (the "Company"), for
value received, hereby certifies that "CLUB NAME" (the "Named Agent"), or
its permitted assigns (together with the Named Agent, the "Holder"), shall
be entitled to purchase from the Company up to __ (# OF SHARES) duly
authorized, validly issued, fully paid and nonassessable shares (the "Option
Shares") of the Company common stock, $.50 par value per share (the "Common
Stock"), at the purchase price per share of $__________, as such price may
be adjusted from time to time pursuant to Section 8 of this Option (the
"Exercise Price"), at any time or from time to time from on or after the
Confirmation Date (as hereinafter defined) up to and until 5:00 P.M.,
Eastern time, on January 29, 2009 or such later date determined in
accordance with Section 10.1 of this Option (the "Expiration Date"), all
subject to the terms and conditions and adjustments set forth below in this
Option.
This Option is one of a series of substantially identical options
(collectively, the "Initial ACIC Agent Options") granted to agents (the
"Agents") of American Commerce Insurance Company, a majority owned
subsidiary of the Company ("ACIC"). As used in this Option, the term
"Holders" refers collectively to all of the Holders as defined in all of the
Initial ACIC Agent Options. To the extent provided by Section 14 of this
Option, certain terms of this Option may be amended without the Holder's
consent if such amendment is approved by a sufficient number of other
Holders of Initial ACIC Agent Options.
The purpose of the Initial ACIC Agent Options is to provide an incentive for
the Agents to maintain their existing business volume with ACIC.
1. Vesting and Termination of Option
---------------------------------
1.1 The right of the Holder to exercise this Option is contingent
upon the volume of direct written premiums derived by ACIC from Qualifying
Business (as defined below) that the Named Agent places and maintains with
ACIC. As used in this Option, the term "Qualifying Business" means private
passenger automobile and homeowner insurance for risks written outside of
Massachusetts.
1
1.2 Notwithstanding any other provision of this Option, this Option
shall be exercisable on or after the Confirmation Date only to the extent
set forth in the following table based upon the average annual volume of
direct written premiums (the "Five-Year Average") from Qualifying Business
that the Named Agent places with ACIC during the five-year period ending on
December 31, 2003 (the "Measurement Date"), rounded to the nearest whole
share.
1.3 In computing the Five-Year Average, the annual volume of direct
written premiums derived by the Company from Qualifying Business placed by
the Named Agent shall be computed in accordance with generally accepted
accounting principles, consistently applied. The Company shall send to the
Named Agent by January 29, 2004 (the "Confirmation Date") a certificate
signed by its Chief Financial Officer attesting to the Five-Year Average. No
action or proceeding to dispute the calculation of the Five-Year Average may
be instituted or maintained unless the Named Agent gives written notice to
the Company within thirty (30) days after the Confirmation Date.
1.4 Notwithstanding any other provision of this Option, this Option
shall terminate and none of the Option Shares shall be purchasable hereunder
if, at any time during the five-year period ending on the Measurement Date,
the Named Agent does not permit ACIC to market private passenger automobile
and homeowner insurance in the Named Agent's Service Area (as defined below)
using the AAA Mark (as defined below). As used in this Option, "AAA Mark"
shall mean the AAA emblem, meaning the letters "AAA" in block form, enclosed
within an oval or without an oval and as otherwise described in the Emblem
Regulations (as defined below). "Service Area" shall have the meaning
defined in the Bylaws of The American Automobile Association (Incorporated)
("AAA"), as the same may be amended, supplemented or superceded from time to
time. "Emblem Regulations" shall mean the Regulations Governing the Use of
the Emblem and Other Trademarks of AAA adopted by the AAA Board of Directors
on July 8, 1992, as the same may be amended, supplemented or superceded from
time to time.
2. Exercise of Call Option
-----------------------
2.1 Subject to the terms and conditions hereof, this Option may be
exercised in whole or in part to the extent provided in Section 1.2 of this
Option, at any time or from time to time on or after the Confirmation Date
and up to and until the Expiration Date, by delivery to the Company of this
Option and the purchase form annexed hereto as Exhibit A properly completed
and duly executed.
2.2 This Option may be exercised only by conversion into a number of
shares of Common Stock equal to (x) the number of Option Shares specified in
the purchase form minus (y) a number of Option Shares having a Market Value
(determined in accordance with Section 6 below) equal to the amount (the
"Exercise Payment") that is the product of the then-current Exercise Price
multiplied by the number of Option Shares specified in the purchase form.
2.3 Upon and as of receipt by the Company of this Option and a
properly completed and duly executed purchase form, the Holder shall be
deemed to be the holder of record of the shares of Common Stock issuable
upon such exercise, notwithstanding that the stock transfer books of the
Company shall then be closed or that certificates representing such shares
of Common Stock shall not then actually be delivered to the Holder.
Certificates representing the shares so purchased shall be delivered to the
Holder as soon as practicable and in any event not more than twenty (20)
business days after exercise of this Option. Any issuance of a certificate
for shares of Common Stock upon exercise of this Option shall be made
without charge to the Holder for any issuance tax in respect thereof or
other cost incurred by the Company in connection with such exercise and the
related issuance of shares of Option Shares.
2
2.4 If the Option is exercised for less than the total number of
Option Shares purchasable pursuant to Section 1.2 of the Option, the Company
shall, promptly after presentation of the Option upon such exercise, execute
and deliver a new Option, dated the date of this Option, evidencing the
rights of the Holder to purchase the balance of the Option Shares
purchasable hereunder upon the same terms and conditions herein set forth.
3. Put of Option Instrument to Company
-----------------------------------
3.1 Subject to the terms and conditions hereof, including without
limitation the condition set forth in Section 3.4 of this Option, the Holder
may require the Company to purchase this Option from the Holder by delivery
to the Company, at any time from and after the Confirmation Date and through
and including the Expiration Date, of this Option and the sale form annexed
hereto as Exhibit B properly completed and duly executed. The election to
sell the Option pursuant to this Section 3 shall be irrevocable but may be
conditioned to the extent permitted under Section 14.
3.2 The purchase price of this Option in a sale pursuant to Section
3.1 of this Option shall be an amount (the "Put Payment") equal to the
product of (x) the maximum number of Option Shares then purchasable upon the
exercise of this Option multiplied by (y) the Put Spread. For purposes of
this Option, the terms "Put Spread" means the arithmetic difference between
the Exercise Price and $40.00, as such price may be adjusted from time to
time pursuant to Section 8 of this Option (the "Put Price").
3.3 Within five (5) business days after the Company's receipt of
this Option and a properly completed and duly executed sale form, the
Company shall pay the Put Payment to the Holder by wire transfer of
immediately available funds. Such payment shall be made without charge to
the Holder for any cost incurred by the Company in connection with such
sale. From and after the date of the Company's receipt of this Option and a
properly completed and duly executed sale form, this Option shall no longer
be deemed to be outstanding and all rights whatsoever with respect to this
Option (except the right of the Holder to receive the Put Payment) shall
terminate; provided, however, that if the Company fails to pay the Put
Payment within the time period required by this Section 3.3, this Option
shall remain outstanding and all rights whatsoever with respect thereto
shall be restored without prejudice to the Holder.
3.4 The Holder shall be entitled to require the Company to purchase
this Option pursuant to this Section 3 if and only if the Five-Year Average
of Qualifying Business, as defined in Section 1 of this Option, is
_________________________________($ ) or more.
4. Reservation of Shares
---------------------
The Company shall, at all times from the date of original issuance of
the Option until its expiration, reserve for issuance and delivery upon
exercise of the Option the number of Option Shares as shall be required for
issuance and delivery upon exercise of the Option. All Option Shares, upon
issuance, shall be validly authorized, issued and outstanding shares, fully
paid and nonassessable, and free of all liens, encumbrances and (except as
otherwise provided herein) restrictions thereon. The Company shall take all
such actions as may be necessary to assure that all Option Shares may be so
issued without violation of any applicable law or governmental regulation or
any requirement of any domestic securities exchange upon which shares of
Option Shares may be listed (except for official notice of issuance which
shall be immediately delivered by the Company upon each such issuance). The
Company shall not take any action which would cause the number of authorized
but unissued Option Shares to be less than the number of such shares
required to be reserved hereunder for issuance upon exercise of the Option.
3
5. Fractional Shares
-----------------
If the exercise of the Option would otherwise result in the issuance
of a fraction of a share, the Company shall instead of issuing any
fractional shares or scrip representing fractional shares pay to the Holder
an amount in cash equal to such fraction multiplied by the Market Value of a
share of Common Stock.
6. Market Value of Common Stock
----------------------------
For purposes of this Agreement,
(x) the Market Value of the Common Stock shall equal an amount per
share of Common Stock equal to the average closing price for the ten (10)
trading days immediately preceding the date of exercise or other
measurement date, as reported (i) on the principal national securities
exchange on which the Common Stock is traded or (ii) if the Common Stock
is not traded on a national exchange, on The Nasdaq Stock Market
("Nasdaq"); or
(y) if the Common Stock is not so listed on a national securities
exchange or quoted on Nasdaq, the Market Value of the Common Stock shall
be an amount mutually agreed upon by the Company and the Holder or, if
the Company and the Holder are unable to agree, by a nationally
recognized investment banking firm selected by the Company and consented
to by the Holder, such consent not to be unreasonably withheld. Any fees
or expenses incurred in connection with the retention of an investment
banking firm pursuant to this clause (y) shall be borne by the Company.
7. No Rights as Stockholder
------------------------
This Option shall not entitle the Holder to any right as stockholder
of the Company, either at law or in equity. The rights of the Holder are
limited to those expressed in this Option or otherwise provided to the
Holder by law.
8. Price of Option Shares; Effect of Dividends on Common Stock
-----------------------------------------------------------
8.1 The number of shares of Common Stock for which this Option may
be exercised and the Exercise Price therefore shall be subject to adjustment
as follows:
(a) If the Company is recapitalized through the subdivision or
combination of its outstanding shares of Common Stock into a larger or
smaller number of shares, the number of shares of Common Stock for which
this Option may be exercised shall be increased or reduced, as of the
record date for such recapitalization, in the same proportion as the
increase or decrease in the outstanding shares of Common Stock, and the
Exercise Price shall be adjusted so that the aggregate amount payable
for the purchase of all Option Shares issuable hereunder immediately
after the record date for such recapitalization shall equal the
aggregate amount so payable immediately before such record date. Whenever
the Exercise Price shall be adjusted as required by the provisions of
this Section 8.1(a), there shall be a proportionate adjustment in the
Put Price.
(b) If the Company declares a dividend on Common Stock, or makes a
distribution to holders of Common Stock, and such dividend or
distribution is payable or made in Common Stock, the number of shares
of Common Stock for which this Option may be exercised shall be
increased, as of the record date for determining which holders of Common
Stock shall be entitled to receive such dividend or distribution, in
proportion to the increase in the number of outstanding shares (and
shares of Common Stock issuable upon conversion of all such securities
convertible into Common Stock) of Common Stock as a result of such
dividend or distribution, and the Exercise Price shall be adjusted so
that the aggregate amount payable for the
4
purchase of all the Option Shares issuable hereunder immediately after
the record date for such dividend or distribution shall equal the
aggregate amount so payable immediately before such record date.
(c) If the Company declares a dividend on Common Stock (other than a
dividend covered by subsection (b) above or a cash dividend declared in
the ordinary course of business (a "Regular Cash Dividend")) or
distributes to holders of its Common Stock, other than as part of its
dissolution or liquidation or the winding up of its affairs, any cash
(a "Special Cash Dividend") or any shares of its stock, any evidence of
indebtedness or any other of its assets (other than Common Stock, a
Regular Cash Dividend or a Special Cash Dividend) (an "Alternative
Distribution"), the Exercise Price shall be reduced by an amount equal
to the amount of the Special Cash Dividend per share or, if applicable,
the value of the Alternative Distribution per share of Common Stock as
determined in good faith by the Company's Board of Directors based upon
a written opinion from a nationally recognized investment banking firm,
selected by the Company, and taking into account, among other relevant
factors, whether the Holder acquired any Purchase Rights (as defined in
Section 9 of this Option) with respect to such dividend or distribution
pursuant to the terms hereof. The Company shall provide the Holder with
written notice concerning a Special Cash Dividend or an Alternative
Distribution at least ten (10) days prior to the record date therefore.
(d) No adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease in the Exercise
Price of at least one percent(1.0%); provided, however, that any
adjustment which by reason of this Section 8.1(d) is not required to
be made immediately shall be carried forward and taken into account at
the time of exercise of this Option or any subsequent adjustment in the
Exercise Price which, singly or in combination with any adjustment
carried forward, is required to be made under this Section 8.
(e) If the event in anticipation of which an adjustment is made
under subsection (a), (b), (c) or (d) above does not occur, then any
adjustment in the Exercise Price or number of Option Shares issuable
pursuant to this Option that was made in accordance with any such
subsection shall be reversed as to reinstate, effective immediately
prior to the record date for such anticipated event, the Exercise Price
and number of Option Shares as were in effect at that time without
giving effect to such event.
8.2 If at any time or from time to time there is a capital
reorganization of the Common Stock (other than a recapitalization,
subdivision, combination, reclassification or other change of the Common
Stock provided for in Section 8.1) or a merger or consolidation of the
Company with or into another corporation, or the sale of all or
substantially all of the Company's properties and assets to any other
person, then, as a part of such reorganization, merger, consolidation or
sale, provision shall be made so that the Holder shall thereafter be
entitled to receive, upon exercise of the Option, the number of shares of
stock or other securities or property of the Company, resulting from such
reorganization, merger or consolidation or sale, to which a holder of Common
Stock, or other securities deliverable upon the exercise of this Option,
would have been entitled on such reorganization, merger, consolidation, or
sale. In any such case, appropriate adjustments shall be made in the
application of the provisions of this Section 8 (including adjustment of the
Exercise Price then in effect and number of shares purchasable upon exercise
of the Option) which shall be applicable after such events; provided,
however, that any such adjustment shall be made so as to ensure that the
provisions of this Section 8 applicable after such events shall be as
equivalent as may be practicable to the provisions of this Section 8
applicable before such events. In the event of any such reorganization,
merger, consolidation or sale, the corporation formed by such consolidation
or merger or the corporation which shall have acquired the assets of the
Company shall execute and deliver a supplement hereto to the foregoing
effect.
8.3 If the Company shall, at any time on or after the Confirmation
Date and through and including the Expiration Date, dissolve, liquidate or
wind up its affairs, the Holder shall have the right to exercise this
Option, subject always to the other provisions of this Option including
without limitation Section 1.2. Upon such exercise,
5
the Holder shall have the right to receive, in lieu of the Option Shares
that the Holder otherwise would have been entitled to receive, the same kind
and amount of assets as would have been issued, distributed or paid to the
Holder upon any such dissolution, liquidation or winding up with respect to
such shares of Common Stock of the Company had the Holder been the holder of
record, as of the date for determining those entitled to receive any such
distribution, of the maximum amount of Option Shares acquirable under
Section 1.2 of this Option upon such exercise.
8.4 The Company shall retain a nationally recognized firm of
independent public accountants (which may be any such firm regularly engaged
by the Company) to make any computation required under this Section 8, and a
certificate signed by such firm shall be conclusive evidence of the
correctness of any computation made under this Section 8.
8.5 Whenever the number of Option Shares, the Exercise Price, or the
Put Price shall be adjusted as required by the provisions of this Section 8,
the Company promptly shall file in the custody of its Secretary or an
Assistant Secretary, at its principal office, and furnish to each Holder
hereof a certificate prepared in accordance with Section 8.4 of this Option,
showing the adjusted number of Option Shares, the Exercise Price, and the
Put Price and setting forth in reasonable detail the circumstances requiring
the adjustment.
8.6 If an event occurs which is similar in nature to the events
described in this Section 8, but is not expressly covered hereby, the Board
of Directors of the Company shall make or arrange for an equitable
adjustment to the number of Option Shares, the Exercise Price, and the Put
Price.
9. Purchase Rights
---------------
If the Company shall, at any time on or after the Confirmation Date
and through and including the Expiration Date, grant, issue or sell any
option, convertible security or right to purchase stock, options, securities
or other property pro rata to the record Holders of Common Stock (the
"Purchase Rights"), then the Holder of this Option shall be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate
amount of Purchase Rights which such Holder could have acquired if such
Holder had held, immediately before the date on which a record is taken for
the grant, issuance or sale of such Purchase Rights, or, if no such record
is taken, the date as of which the record holders of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights, the number
of Option Shares then acquirable upon the exercise of this Option to the
fullest extent permitted by the other provisions of this Option including
without limitation Section 1.2.
10. Extension of Term
-----------------
10.1 If January 29, 2009 is a day on which federal or state chartered
banking institutions located in the Commonwealth of Massachusetts are
authorized by law to close, then this Option shall expire on the next
succeeding day that is not such a day.
10.2 If, as of the Expiration Date, the Company is subject to a
binding agreement to effect a reorganization, merger or consolidation of the
Company with or into another corporation, or the sale of all or
substantially all of the Company's properties and assets to any other person
or entity, but such contemplated transaction has not yet been effectuated,
the exercise period of the Option shall be extended until such time as the
pending transaction is actually consummated; provided, however, that in the
event that such reorganization, merger, consolidation or sale shall fail to
be consummated, the exercise period of the Option shall terminate.
6
11. Notices to Holder
-----------------
If, at any time on or after the Confirmation Date and through and
including the Expiration Date, (i) the Company shall propose to pay any
dividends or make any distribution upon the Common Stock, other than a
Regular Cash Dividend (as defined in Section 8.1 of this Option) or (ii) the
Company shall offer generally to the holders of Common Stock any Purchase
Right (as defined in Section 9 of this Option) or (iii) there shall be any
(or any vote regarding any) proposed capital reorganization of the Company
in which the Company is not the surviving entity, recapitalization of the
capital stock of the Company, consolidation or merger of the Company with or
into another corporation, sale, lease or other transfer of all or
substantially all of the property and assets of the Company, or voluntary or
involuntary dissolution, liquidation or winding up of the Company, then in
such event, the Company shall cause to be deposited with an nationally
recognized air courier, addressed to the Holder hereof at the address
appearing on the records of the Company at least twenty (20) days prior to
the relevant date described below (or the longest period as is reasonably
possible if twenty (20) days is not reasonably possible, but in no event
less than ten (10) days, a notice containing a description of the proposed
action and stating the date or expected date on which a record of the
Company's stockholders is to be taken for the purpose of any such dividend,
distribution of rights, or such reclassification, reorganization,
consolidation, merger, conveyance, lease or transfer, dissolution,
liquidation or winding up is to take place and the date or expected date, if
any is to be fixed, as of which the holders of Common Stock of record shall
be entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such event.
12. Restrictions on Transfer
------------------------
12.1 Prior to the Confirmation Date, neither this Option nor any
future interest in the Option Shares or any other securities issuable
pursuant to this Option ("Other Securities") may be sold, pledged or
otherwise transferred (collectively, a "transfer") to any person or entity
without the Company's prior written consent, which consent may be given or
withheld in the Company's sole discretion.
12.2 It is the intention of the Company and the Named Agent that the
Option Shares and any Other Securities issued upon an exercise of this
Option will be freely transferable by the Holder without registration under
the Securities Act of 1933 (the "Securities Act") or any applicable state
securities or "blue sky" laws. The Company shall, if requested by the Holder
prior to a proposed exercise of this Option, either (i) provide to the
Holder an opinion of counsel, in form and substance reasonably satisfactory
to the Company, to the effect that the Holder's transfer of the Option
Shares or Other Securities (a) would be exempt from the registration
requirements of the Securities Act and (b) would not violate any applicable
state or other jurisdiction's securities or "blue sky" laws or (ii) if the
Company is unable to deliver such an opinion, cause the issuance of Option
Shares or Other Securities to be registered under the Securities Act.
12.3 Subject to the transfer conditions described in this Section 12,
this Option and all rights hereunder are freely transferable, in whole or in
part, without restriction by the Company or charge to the Holder, upon
surrender of this Option to the Company.
13. Company Books
-------------
The Company shall not close its books against the transfer of this
Option or of any share of Option Shares issued or issuable upon the exercise
of this Option in any manner which interferes with the timely exercise of
this Option. The Company shall from time to time as may be necessary use all
commercially reasonable efforts to assure that the par value per share of
the unissued Option Shares acquirable upon exercise of this Option is at all
times equal to or less than the Exercise Price then in effect.
7
14. Conditional Exercise
--------------------
Notwithstanding any other provision of this Option, if an exercise of
any portion of this Option pursuant to Section 2 of this Option, or a sale
of this Option pursuant to Section 3, is to be made in connection with the
reorganization, merger, consolidation or sale of the Company (as described
in Section 8.2), the exercise of any portion of this Option may, at the
election of the Holder, be conditioned upon the consummation of the
reorganization, merger, consolidation or sale of the Company, in which case
such exercise shall not be deemed to be effective until the consummation of
such transaction.
15. Amendment
---------
An amendment of this Option shall be effective only if in writing
signed by the Company and either (i) signed by a Holder hereof or (ii)
consented to by the Holders of those Initial ACIC Agent Options which, if
then exercised to the fullest extent provided in Section 1.2 of this Option,
would entitle those Holders to purchase a majority of the maximum number of
Option Shares (or Other Securities) that could be purchased if all then
outstanding Initial ACIC Agent Options were exercised to the fullest extent
provided under Section 1.2; provided, however, that no amendment of this
Option may be made without the written consent of the Holder hereof for any
of the following purposes: (i) to fix an earlier Expiration Date, (ii) to
reduce the number of Option Shares or Other Securities acquirable upon the
exercise of this Option, (iii) to increase the Exercise Price hereof or (iv)
to reduce the percentage of Option Shares required to be represented by the
Holders giving their consent to any amendment. Whenever this Option shall be
amended without the consent of the Holder hereof, the Company shall file as
soon as practicable with its Secretary or an Assistant Secretary, at its
principal office, and send to the Holder of this Option of copy of such
amendment. No action or proceeding to invalidate an amendment adopted
without the consent of the Holder hereof shall be instituted or maintained
unless it is commenced within sixty (60) days after such mailing.
16. Governing Law; Jurisdiction and Venue
-------------------------------------
This Option shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts without regard to the conflict
of laws provisions thereof. Exclusive jurisdiction and venue for any dispute
arising under this Option will be in an appropriate federal or state court
in the Commonwealth of Massachusetts.
8
IN WITNESS WHEREOF, the Company has executed this Agreement as of the
______ day of ____________________.
THE COMMERCE GROUP, INC.
By: _______________________________
Its: President and Chief Executive Officer
[CORPORATE
SEAL]
ACCEPTED AND AGREED TO:
CLUB NAME
_____________________________________
By: _________________________________
Its duly authorized: ________________
Name: _______________________________
9
Exhibit A To Option
ELECTION TO PURCHASE
The undersigned hereby elects to exercise this Option and to purchase
________ shares of The Commerce Group, Inc. Common Stock issuable upon the
exercise of this Option, and requests that certificates for such shares
shall be issued in the name of:
_______________________________________
(Name)
_______________________________________
(Address)
(United States Social Security or other taxpayer
identifying number, if applicable)
and, if different from above, be delivered to:
_______________________________________
(Name)
_______________________________________
(Address)
and, if the number of Option Shares specified above is not all of the Option
Shares issuable upon exercise of this Option, that a Option to purchase the
balance of such Option Shares be registered in the name of, and delivered
to, the undersigned at the address stated below.
Dated:______________ , ____
Name of Registered Owner: _____________________
Address _____________________________
Signature ____________________________
10
Exhibit B To Option
ELECTION TO SELL TO COMPANY
The undersigned hereby irrevocably elects to sell this Option to the
Company pursuant to Section 3 of this Option, and requests that the Put
Payment be sent via wire transfer to the following account:
To: _________________________________________
[Name of Bank]
_________________________________________
[Address of Bank]
Phone: _________________________________________
[Name and Telephone of Contact at Bank]
Acct. Name: _________________________________________
[Account Name at Bank]
Acct. No.: _________________________________________
[Account Number at Bank]
ABA Routing: _________________________________________
[ABA Routing No. of Bank]
Dated:_____________, ____
Name of Registered Owner: _____________________________
Address: ______________________________________________
Signature: _____________________________________________
11
