STOCK OPTION AGREEMENT
SYNERGISTIC HOLDINGS CORP.
AGREEMENT made as of this ____ day of September, 1996 (the
"Grant Date") between SYNERGISTIC HOLDINGS CORP. (the "Company"), a Delaware
corporation, having a principal place of business at 000 Xxxxx Xxxxxx, Xxx
Xxxxxx, Xxxx 00000 and XXXXXXXXX XXXXX, an individual with an address at 00
Xxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the "Grantee").
WHEREAS, the Company desires to grant to the Grantee a Stock
Option to purchase shares of its common stock, par value $.01 per share (the
"Shares"), pursuant to the terms thereof;
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:
1. Grant of Option. The Company hereby grants to the Grantee
the right and option to purchase all or any part of an aggregate of Five Hundred
Thousand (500,000) Shares on the terms and conditions and subject to all the
limitations set forth herein, provided, however, that in the event the Company
does not have sufficient authorized but unissued Shares, the Grantee shall have
the right and option to purchase such number of Series B Convertible Preferred
Stock of the Company, par value $.01 per share, equal to the number of shares
determined by dividing the number of Shares to be purchased hereunder by
2,059.106.
2. Purchase Price. The purchase price of the Shares covered by
the Option shall be $1.50 per share (the "Option Price").
3. Exercise of Option. The Option granted hereby shall be
exercisable May 30, 1997, if, and only if, the net income of the Company (before
taxes) equals or exceeds $2.7 million for the year ended April 30, 1997.
4. Term of Option. The Option shall terminate three (3) years
from the date of this Agreement, but shall be subject to earlier termination as
provided herein.
5. Non-Assignability. The Option shall not be transferable by
the Grantee otherwise than by will or by the laws of descent and distribution
and shall be exercisable, during the Grantee's lifetime, only by the Grantee.
The Option shall not be assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and shall not be subject to execution, attachment
or similar process. Any attempted transfer, assignment, pledge, hypothecation or
other disposition of the Option or of any rights granted hereunder contrary to
the provisions of this Section 5, or the levy of any attachment or similar
process upon the Option or such right, shall be null and void.
6. Exercise of Option and Issue of Shares. The Option may be
exercised in whole or in part (to the extent that it is exercisable in
accordance with its terms) by giving written notice to the Company, together
with the tender of the Option Price. Such written notice shall be signed by the
person exercising the Option, shall state the number of Shares with respect
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to which the Option is being exercised, shall contain any warranty required by
Section 7 below and shall otherwise comply with the terms and conditions of this
Agreement. The Company shall pay all original issue taxes with respect to the
issue of the Shares pursuant hereto and all other fees and expenses necessarily
incurred by the Company in connection herewith. Except as specifically set forth
herein, the holder acknowledges that any income or other taxes due from him or
her with respect to this Option or the Shares issuable pursuant to this Option
shall be the responsibility of the holder. The holder of this Option shall have
rights as a shareholder only with respect to any Shares covered by the Option
after due exercise of the Option and tender of the full Option Price for the
Shares being purchased pursuant to such exercise.
7. Purchase for Investment. Unless the offering and sale of
the Shares to be issued upon the particular exercise of the Option shall have
been effectively registered under the Securities Act of 1933, as now in force or
hereafter amended, or any successor legislation (the "Act"), the Company shall
be under no obligation to issue the Shares covered by such exercise unless and
until the following conditions have been fulfilled:
(a) The person(s) who exercise the Option shall
warrant to the Company, at the time of such exercise, that such person(s) are
acquiring such Shares for his or her own account, for investment and not with a
view to, or for sale in connection with, the distribution of any such Shares, in
which event the person(s) acquiring such Shares shall be bound by the provisions
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of the following legend which shall be endorsed upon the certificate(s)
evidencing their option Shares issued pursuant to such exercise:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"). Such shares may not be sold, transferred or otherwise
disposed of unless they have first been registered under the
Act or, unless, in the opinion of counsel satisfactory to the
Company's counsel, such registration is not required."
(b) The Company shall have received an opinion of its
counsel that the Shares may be issued upon such particular exercise in
compliance with the Act without registration thereunder. Without limiting the
generality of the foregoing, the Company may delay issuance of the Shares until
completion of any action or obtaining of any consent, which the Company deems
necessary under any applicable law (including without limitation state
securities or "blue sky" laws).
8. Piggy-Back Registration Rights.
(a) If the Company shall determine at any time to
register any of its Common Stock or securities which are convertible into or
exercisable for Common Stock (other than a registration relating solely to
employee benefit plans, or a registration relating solely to an SEC Rule 145
transaction, or a registration on any registration form which does not permit
secondary sales) the Company will: (i) promptly give to the Grantee written
notice thereof (which shall include a list of the jurisdictions in which the
Company intends to attempt to qualify such securities under the applicable blue
sky or other state securities laws), and (ii) cause to be included in such
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registration and in any underwriting involved therein all of the unregistered
securities ("Registerable Securities") specified in a written request or
requests made by the Grantee within 20 days after receipt of such written notice
from the Company ("Designated Piggy-Back Securities") provided, however, that
the number of Registrable Securities so registered may be limited by the
underwriter's cut-back provision set forth in the following Section 8(c), and to
the extent that Designated Piggy-Back Securities are not registered pursuant to
the underwriter's cutback provision set forth in the following Section 8(c)
("Cut-Back Securities"), the Grantee may exercise Piggy-Back rights with respect
to Cut-Back Securities, pro rata with any other option holder or holder of
Common Stock who has also been unable to register securities as a result of the
underwriter's cut-back provision set forth in the following Section 8(c).
(b) If the registration of which the Company gives notice is
for a registered public offering involving an underwriting, the Company shall so
advise the Grantee as part of the written notice given pursuant to Section 8(a).
In such event, the right of the Grantee to registration pursuant to Section 8
shall be conditioned upon such Grantee's participation in such underwriting and
the inclusion of such Grantee's Registrable Securities in the underwriting to
the extent provided herein.
(c) If the Grantee proposes to distribute his securities
through such underwriting he shall (together with the Company) enter into an
underwriting agreement in customary form
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with the representative of the underwriter(s) selected for underwriting by the
Company. Notwithstanding any other provision of this Section 8, the Company
shall not be required to include in the registration the securities of the
Grantee unless the Grantee accepts and agrees to the terms proposed by the
underwriters selected by the Company, and then only in such quantity that will
not, in the opinion of the underwriters and based on marketing factors
identified by such underwriters, jeopardize the success of the offering by the
Company. If the total number of Registrable Securities which the Grantee
requests to be included in any offering exceeds the number of shares which the
underwriters reasonably believe is compatible with the success of the offering,
the Company shall only be required to include in the offering so many of the
shares as the underwriters believe will not jeopardize the success of the
offering. In such instance, the Registrable Securities of the option holders and
holders of Common Stock to be included in the registration shall be allocated
among all the option holders and holders of Common Stock in proportion, as
nearly as practicable, to the respective amounts of Registrable Securities held
by such option holders and holders of Common Stock at the time of filing the
registration statement. The number of shares proposed to be registered by the
Company and the price therefor as proposed by the Company shall have priority in
the above process and shall not be reduced until after all Registrable
Securities of the Holders have been excluded from the proposed registration.
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9. Notices. Any notices required or permitted by the
terms of this Agreement shall be given by registered or certified mail, return
receipt requested, addressed as follows:
To the Company: Synergistic Holdings Corp.
000 0xx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx
To the Grantee: Xxxxxxxxx Xxxxx
c/o Salex Holding Corporation
00 Xxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
or to such other address or addresses of which notice in the same manner has
previously been given. Any such notice shall be deemed to have been given when
mailed in accordance with the foregoing provisions. Either party hereto may
change the address of which notices shall be given by providing the other party
hereto with written notice of such change.
10. Governing Law. This Agreement shall be construed and
enforced in accordance with the law of the State of New York (applicable to
contracts to be performed wholly within such state).
11. Benefit of Agreement. This Agreement shall be for the
benefit of and shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.
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IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by Xxxxxx X. Xxxxxxxxx, its duly authorized officer, and the Grantee
has hereunto set his hand, all as of the day and year first above written.
SYNERGISTIC HOLDINGS CORP.
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxxx, President
/s/ Xxxxxxxxx Xxxxx
--------------------------------
Xxxxxxxxx Xxxxx, Grantee
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