STOCK OPTION AGREEMENT
AGREEMENT made as of this 26th day of May, 1999, by and between
QUERYOBJECT SYSTEMS CORPORATION ("Grantor") and SEABOARD SECURITIES, INC.
("Optionee").
W I T N E S S E T H:
WHEREAS, the Grantor is offering up to $3,000,000 principal amount of
units (the "Units"). each consisting of 100 shares of Series C Convertible
Preferred Stock, par value $.001 per share, of the Grantor and a Common Stock
Purchase Warrant to purchase 100,000 shares of Common Stock, par value $.001 per
share, of the Grantor in a private placement (the "Offerng") pursuant to a
Confidential Term Sheet of even date herewith (the "Term Sheet"); and
WHEREAS, Grantor and Optionee are parties to that certain Selling Agent
Agreement, of even date, whereby Grantor has appointed Optionee as its exclusive
selling agent to utilize its best efforts to solicit subscriptions for Units on
behalf of Grantor in connection with the Grantor's offering of the Units in the
Offering, and Optionee has accepted such appointment (the "Selling Agent
Agreement"; capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Selling Agent Agreement); and
WHEREAS, in partial consideration of Optionee's role as exclusive
selling agent, the Grantor desires to grant to the Optionee an option to
purchase a certain number of shares of Common Stock as more fully described
herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and undertakings herein contained, IT IS AGREED by and among the
parties hereto as follows:
1. Grant of Option. For the consideration referred to above, the
receipt and sufficiency of which is hereby acknowledged by Grantor, Grantor
hereby grants to the Optionee, and the Optionee hereby accepts from Grantor, an
option (the "Option") to purchase that number of shares (the "Option Shares") of
Common Stock as equals eight percent (8%) of the number of shares of Common
Stock issuable (as of the time the Option is exercised) upon conversion of those
shares of Series C Convertible Preferred Stock sold by the Optionee in the
Offerng; provided, however, that if the Optionee sells in excess of $1,500,000
purchase price of Units, the Optionee shall have the right to purchase that
number of shares of Common Stock as equals ten percent (10%) of the total number
of shares of Common Stock issuable upon conversion of all shares of Series C
Convertible Preferred Stock sold, whether by Seaboard or otherwise, in the
Offering.
2. Option Price and Payment Terms. The consideration payable by
Optionee to Grantor upon each exercise of the Option granted by this Agreement
shall be the Fair Market Value (as defined in the Term Sheet) per share of the
Common Stock (the "Option Exercise Price"). The Option Exercise Price shall be
payable in full in cash on the date of each exercise of the Option. Grantor
shall deliver to Optionee against payment therefor any Option Shares purchased
by Optionee.
3. Duration of Option. The Option shall have a term of two and one-half
years from the Initial Closing Date ("Option Term"). The Option may be
exercised, in whole or in part, at any time or from time to time after the date
hereof, until expiration of the Option Term.
4. Registration Rights. The Grantor shall register the Option Shares in
accordance with the terms and conditions of Section 4.1 of the Purchase
Agreement annexed as Exhibit D to the Term Sheet as though such Option Shares
were "Registrsable Securities" as defined therein and Optionee shall be entitled
to all the rights and benefits set forth in such Section 4.1 as are applicable
to the holders of Registrable Securities.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
effective on the day, month and year above written.
QUERYOBJECT SYSTEMS CORPORATION
"Grantor"
By: /s/ Xxxxxx Xxxx
-----------------------------
Name: Xxxxxx Xxxx
Title: Executive VP - Finance
SEABOARD SECURITIES, INC.
"Optionee"
By: /s/ Xxxxxx Zappaca
-----------------------------
Name: Xxxxxx Zappaca
Title: Vice President
