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Exhibit 4.7
FORM OF OPTION TO PURCHASE COMMON STOCK
Date of Issuance: As of August 15, 2000 Option to Purchase An Aggregate of
100,000 shares of Common Stock
FOR VALUE RECEIVED, Visual Data Corporation, a Florida corporation (the
"Company"), subject to the terms and conditions of that certain Consulting
Agreement of even date herewith (the "Consulting Agreement") by and between the
Company, its subsidiary XxxXxxxxXxxx.xxx Corporation and Krutchie Incorporated
(the "Holder") promises to issue in the name of, and sell and deliver to the
Holder a certificate or certificates for an aggregate of 100,000 shares of the
Company's common stock, par value $.0001 per share (the "Common Stock"), upon
payment by the Holder of the exercise price of $2.75 per share (the "Exercise
Price") in lawful funds of the United States of America, with the Exercise Price
being subject to adjustment in the circumstances set forth below. Of the
aggregate of 100,000 options granted hereunder:
(i) 50,000 options shall vest on and be exercisable at any time and
from time to time commencing on the date hereof (the "First Vesting Date"); and
(ii) 50,000 options shall vest on and be exercisable at any time and
from time to time commencing February 15, 2001 (the "Second Vesting Date").
The First Vesting Date and the Second Vesting Date are hereinafter
collectively referred to as the Vesting Dates.
Section 1.
EXERCISE OF OPTION
1.1 EXERCISE PERIOD. The Holder may exercise this Option, in whole or
in part (but not as to fractional shares), at any time and time to time
commencing on the applicable Vesting Date and ending at 5:00 p.m., Eastern Time,
on August 15, 2002 (the "Exercise Period").
1.2 EXERCISE PROCEDURE.
a. This Option will be deemed to have been exercised at such time
as the Company has received all of the following items (the "Exercise Date"):
i. a completed Exercise Agreement, in the form attached hereto
as Exhibit 1 hereto, executed by the Holder (the "Purchaser"); and
ii. a cashier's or official bank check or other immediately
available funds payable to the Company in an amount equal to the sum of the
product of the Exercise Price multiplied by the number of shares of Common Stock
being purchased upon such exercise.
b. Certificates for the shares of Common Stock purchased upon
exercise of this Option will be delivered by the Company to the Purchaser within
five (5) business days after the Exercise Date. Unless this Option has expired
or all of the purchase rights represented hereby
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have been exercised, the Company will prepare a new Option representing the
rights formerly represented by this Option that have not expired or been
exercised. The Company will, within such five (5) day period, deliver such new
Option to the Holder at the address set forth in this Option.
c. The shares of Common Stock issuable upon the exercise of this
Option will be deemed to have been transferred to the Purchaser on the Exercise
Date, and the Purchaser will be deemed for all purposes to have become the
record holder of such Common Stock on the Exercise Date.
d. The issuance of certificates for shares of Common Stock upon the
exercise of this Option will be made without charge to the Purchaser for any
issuance tax in respect thereof or any other cost incurred by the Company in
connection with such exercise and related transfer of the shares; provided,
however, that the Company shall not be required to pay any tax that may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate or instrument in a name other than that of the Holder of this
Option, and that the Company shall not be required to issue or deliver any such
certificate or instrument unless and until the person or persons requiring the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.
e. Unless the Company shall have registered the shares of Common
Stock underlying this Option pursuant to the provisions of Section 6 hereof, the
shares of Common Stock issuable upon the exercise of this Option have not been
registered under the Securities Act of 1933, as amended (the "Act") and,
accordingly, will be "restricted securities" as that term is defined in the Act.
The Company may insert the following or similar legend on the face of the
certificates evidencing shares of Common Stock if required in compliance with
state securities laws:
"These securities have not been registered under any state
securities laws and may not be sold or otherwise transferred or
disposed of except pursuant to an effective registration statement
under any applicable state securities laws, or an opinion of
counsel satisfactory to counsel to the Company that an exemption
from registration under any applicable state securities laws is
available."
1.3 FRACTIONAL SHARES. If a fractional share of Common Stock would, but
for the provisions of Subsection 1.1, be issuable upon exercise of the rights
represented by this Option, the Company will, within 30 days after the Exercise
Date, deliver to the Purchaser a check payable to the Purchaser, in lieu of such
fractional share, in an amount equal to the value of such fractional share as
determined by the closing bid price of the Company's Common Stock as reported on
The Nasdaq Stock Market, or the principal exchange on which the Company's Common
Stock is then traded, as of the close of business on the Exercise Date.
Section 2.
EFFECT OF REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE
2.1 RECAPITALIZATION OR RECLASSIFICATION OF COMMON STOCK. In case the
Company shall at any time prior to the exercise or termination of this Option
effect a recapitalization or reclassification of such character that its Common
Stock shall be changed into or become exchangeable for a larger or smaller
number of shares, then, upon the effective date thereof, the
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number of shares of Common Stock that the Holder of this Option shall be
entitled to purchase upon exercise hereof shall be increased or decreased, as
the case may be, in direct proportion to the increase or decrease in such number
of shares of Common Stock by reason of such recapitalization or
reclassification, and the Exercise Price of such recapitalized or reclassified
Common Stock shall, in the case of an increase in the number of shares, be
proportionately decreased and, in the case of a decrease in the number of
shares, be proportionately increased.
2.2 CONSOLIDATION, MERGER OR SALE. In case the Company shall at any
time prior to the exercise of this Option, or the expiration of the Exercise
Period, whichever first occurs, consolidate or merge with any other corporation
(unless the Company shall be the surviving entity) or transfer all or
substantially all of its assets to any other corporation preparatory to a
dissolution, then the Company shall, as a condition precedent to such
transaction, cause effective provision to be made so that the Holder of this
Option, upon the exercise thereof after the effective date of such transaction,
shall be entitled to receive the kind and amount of shares, evidences of
indebtedness, and/or other property receivable on such transaction by a holder
of the number of shares of Common Stock as to which the Option was exercisable
immediately prior to such transaction (without giving effect to any restriction
upon such exercise); and, in any such case, appropriate provision shall be made
with respect to the rights and interests of the Holder hereof to the effect that
the provisions of this Option shall thereafter be applicable (as nearly as may
be practicable) with respect to any shares, evidences of indebtedness, or other
securities or assets thereafter deliverable upon exercise of this Option.
2.3 NOTICE OF ADJUSTMENT. Whenever the number of shares of Common Stock
purchasable upon exercise of this Option shall be adjusted as provided herein,
the Company shall file with its corporate records a certificate of its Chief
Financial Officer setting forth the computation and the adjusted number of
shares of Common Stock purchasable hereunder resulting from such adjustments,
and a copy of such certificate shall be mailed to the Holder. Any such
certificate or letter shall be conclusive evidence as to the correctness of the
adjustment or adjustments referred to therein and shall be available for
inspection by the holders of the Options on any day during normal business
hours.
Section 3.
RESERVATION OF COMMON STOCK
The Company will at all time reserve and keep available such number of
shares of Common Stock as will be sufficient to permit the exercise in full of
this Option. Upon exercise of this Option pursuant to its terms, the Holder will
acquire fully paid and non-assessable ownership rights of the Common Stock, free
and clear of any liens, claims or encumbrances.
Section 4.
NO SHAREHOLDER RIGHTS OR OBLIGATIONS
This Option will not entitle the Holder hereof to any voting rights or
other rights as a shareholder of the Company. Until the shares of Common Stock
issuable upon the exercise of this Option are recorded as issued on the books
and records of the Company's transfer agent, the Holder shall not be entitled to
any voting rights or other rights as a shareholder; provided, however, the
Company uses its bests efforts to ensure that, upon receipt of the Exercise
Agreement and
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payment of the Exercise Price, the appropriate documentation necessary to
effectuate the exercise of the Option and the issuance of the Common Stock is
accomplished as expeditiously as possible. No provision of this Option, in the
absence of affirmative action by the Holder to purchase Common Stock, and no
enumeration in this Option of the rights or privileges of the Holder, will give
rise to any obligation of such Holder for the Exercise Price or as a stockholder
of the Company.
Section 5.
TRANSFERABILITY
Subject to the terms hereof, this Option and all rights hereunder are
transferrable, in whole or in part, upon surrender of this Option with a
properly executed Assignment in the form of Exhibit 2 hereto at the principal
offices of the Company. This Option and the underlying shares of Common Stock
may not be offered, sold or transferred except in compliance with the Act, and
any applicable state securities laws, and then only against receipt of an
agreement of the person to whom such offer or sale or transfer is made to comply
with the provisions of this Option with respect to any resale or other
disposition of such securities; provided that no such agreement shall be
required from any person purchasing this Option or the underlying shares of
Common Stock pursuant to a registration statement effective under the Act. The
Holder of this Option agrees that, prior to the disposition of any security
purchased on the exercise hereof other than pursuant to an registration
statement then effective under the Act, or any similar statute then in effect,
the Holder shall give written notice to the Company, expressing his intention as
to such disposition. Upon receiving such notice, the Company shall present a
copy thereof to its securities counsel. If, in the sole opinion of such counsel,
which such opinion shall not be unreasonably withheld, the proposed disposition
does not require registration of such security under the Act, or any similar
statute then in effect, the Company shall, as promptly as practicable, notify
the Holder of such opinion, whereupon the Holder shall be entitled to dispose of
such security in accordance with the terms of the notice delivered by the Holder
to the Company.
Section 6.
REGISTRATION RIGHTS
If at any time during the Exercise Period, the Company shall prepare
and file one or more registration statements under the Act with respect to a
public offering of equity or debt securities of the Company, or of any such
securities of the Company held by its security holders, other than a
registration statement on Forms S-4, S-8, or similar form, the Company will
include in any such registration statement such information as is required, and
such number of shares of Common Stock held by, or shares of Common Stock
underlying outstanding Options held by, the Holder to permit a public offering
of such shares of Common Stock as required; provided, however, that if, in the
sole discretion of the Company, the inclusion of the shares requested to be
registered, when added to the securities being registered by the Company or the
selling security holder(s), would exceed, in the opinion of management of the
Company, the maximum amount of the Company's securities that can be marketed
without otherwise materially and adversely affecting the entire offering, then
the Company may exclude from such offering that portion of the shares required
to be so registered so that the total number of securities to be registered is
within the maximum number of shares that may be marketed without otherwise
materially and adversely affecting the entire offering. The Company shall have
sole and absolute discretion in making such determination. The Company shall use
its best efforts to obtain promptly the effectiveness of such registration
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statement and maintain the effectiveness thereof for at least 180 days and use
its best efforts to register or qualify the subject shares of Common Stock
underlying this Option for sale in the State of California. The Company shall
bear all fees and expenses incurred in the preparation and filing of such
registration statement and related state registrations, to the extent permitted
by applicable law, and the furnishing of copies of the preliminary and final
prospectus thereof to such Holder, except underwriting discounts and or sales
commissions as may be payable by the Holder, or the fees and expenses of
Holder's counsel or accountants.
Section 7.
MISCELLANEOUS
7.1 NOTICES. Any notices, requests or consents hereunder shall be
deemed given, and any instruments delivered, two days after they have been
mailed by first class mail, postage prepaid, or upon receipt if delivered
personally or by facsimile transmission, as follows:
If to the Company: 0000 XX 00 Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, President
With a copy to: Atlas Xxxxxxxx, P.A.
000 Xxxx Xxx Xxxx Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxxxxx, Esq.
If to the Holder: 00 Xxxxxxxxx Xxxxxx, #00
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
Attention: , President
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except that any of the foregoing may from time to time by written notice to the
other designate another address which shall thereupon become its effective
address for the purposes of this paragraph.
7.2 ENTIRE AGREEMENT. This Option, including the exhibits and documents
referred to herein which are a part hereof, contain the entire understanding of
the parties hereto with respect to the subject matter and may be amended only by
a written instrument executed by the parties hereto or their successors or
assigns. Any paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Option.
7.3 GOVERNING LAW. This Option is governed by, interpreted under and
construed in all respects in accordance with the substantive laws of the State
of Florida, without regard to the conflicts of law provision thereof, and
irrespective of the place of domicile or resident of the party. In the event of
a controversy arising out of the interpretation, construction, performance or
breach of this Option, the parties hereby agree and consent to the jurisdiction
and venue of the Courts of the State of Florida, or the United States District
Court for the Southern District of Florida; and further agree and consent that
personal service of process in any such action or preceding outside the State of
Florida shall be tantamount to service in person in Florida.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
VISUAL DATA CORPORATION
By:
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Xxxxx X. Xxxxxx, President
ATTEST:
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EXHIBIT 1
EXERCISE AGREEMENT
To: Dated:
The undersigned record Holder, pursuant to the provisions set forth in
the within Option, hereby subscribed for and purchases shares of Common
Stock covered by such Option and hereby makes full cash payment of $ for
such shares at the Exercise Price provided by such Option.
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(Signature)
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(Print or type name)
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(Address)
NOTICE: The signature of this Exercise Agreement must correspond with
the name as written upon the face of the within Option, or upon the Assignment
thereof, if applicable, in every particular, without alteration, enlargement or
any change whatsoever.
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EXHIBIT 2
ASSIGNMENT
FOR VALUE RECEIVED, , the undersigned Holder hereby sell, assigns,
and transfer all of the rights of the undersigned under the within Option with
respect to the number of shares of Common Stock issuable upon the exercise of
such Option set forth below, unto the Assignee identified below, and does hereby
irrevocable constituted and appoint to effect such transfer of rights on
the books of the Company, with full power of substitution:
Number of Shares
Name of Assignee Address of Assignee of Common Stock
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Dated:
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(Signature of Holder)
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(Print or type name)
NOTICE: The signature of this Exercise Agreement must correspond with
the name as written upon the face of the within Option, or upon the Assignment
thereof, if applicable, in every particular, without alteration, enlargement or
any change whatsoever.
CONSENT OF ASSIGNEE
I HEREBY CONSENT to abide by the terms and conditions of the within
Option.
Dated:
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(Signature of Assignee)
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(Print or type name)
