Exhibit 10.22
NO. OF SHARES: 120,000
QUESTRON TECHNOLOGY, INC.
STOCK OPTION GRANT AGREEMENT
THIS AGREEMENT, made as of November 8, 1996, among QUESTRON
TECHNOLOGY, INC., a Delaware corporation ("Company"), with an address of 0000
Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 and Gulfstream Financial
Group, Inc. ("Optionee"), with an address of 0000 Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxx Xxxxx, Xxxxxxx 00000.
1. GRANT OF OPTION
The Company, effective November 8, 1996 ("Date of Grant"), hereby
grants to the Optionee the right and the option ("Option") to
purchase all or any part of an aggregate of 120,000 shares of the
Company's Common Stock ($.001 per share par value) ("Common Stock")
on the terms and conditions herein set forth. Dividends, subscription
rights, etc. declared with respect to Common Stock prior to the
exercise of the Option are not included in the Option. This Option is
granted pursuant to an Exchange Agreement dated as of November 8,
1996 by and among the Company, the Optionee and the other party named
therein.
2. PURCHASE PRICE
The purchase price of the shares of Common Stock subject to the
Option shall be $3.75 per share subject to the adjustment as provided
in Section 4 below.
3. TERMS OF OPTION
A. EXPIRATION DATE. Notwithstanding anything herein to the
contrary, this option shall be exercisable during the ten
(10) years from the date hereof or such shorter time as
prescribed herein.
B. EXERCISE. This Option shall be exercised on or after May 8,
1997, in whole, or, from time to time, in part, by written
notice received by the Secretary or Treasurer of the Company
not later than 5:00 P.M. prevailing local time, on or prior
to the day the Option is to expire, specifying the number of
shares of Common Stock to be purchased, and accompanied by
full payment by certified or bank check or such other
instrument as the Company may accept. Payment in full or in
part may also be made in the form of shares of Common Stock
owned by the Optionee, which shall be free and clear of all
liens, encumbrances and restrictions of any kind whatsoever
and Optionee may be requested to represent and warrant to
such effect and to take such other steps with respect to
this form of payment as the Company shall require. Any such
exercise shall also be subject to receipt by the Company of
the representation and undertaking set forth in Section 4C
hereof. Upon such payment the Company will thereafter
deliver or cause to be delivered to the Optionee, at the
office of the Company, a certificate or certificates for the
number of shares with respect to which this Option is being
exercised, registered in the name of the Optionee; provided,
however, that if any law or regulation or order of the
Securities and Exchange Commission or other body
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having jurisdiction in the premises shall require the
Company or Optionee (or other individual or individuals) to
take any action in connection with the shares then being
purchased, the delivery of the certificate or certificates
for such shares shall be delayed for the period necessary to
take and complete such action.
C. SECURITIES LAW RESTRICTIONS. The Company is under no
obligation to file a registration statement under the
Securities Act of 1933 ("Act") with respect to the shares of
Common Stock subject to the Option. Unless a registration
statement under the Act has been filed and remains effective
with respect to such shares, the Company shall require that
the offer and sale of such shares be exempt from the
registration provisions of the Act. As a condition of such
exemption, the Company shall require a representation and
undertaking, in form and substance satisfactory to counsel
for the Company, that the Optionee is acquiring the shares
for the Optionee's own account for investment and not with a
view to the distribution or resale thereof and shall
otherwise require such representations and impose such
conditions as shall establish to the Company's satisfaction
that the offer and sale of such shares issuable upon the
exercise of the Option will not constitute a violation of
the Act or any similar state act affecting the offer and
sale. If such shares are issued in an exempt transaction,
such shares shall bear the following restrictive legend:
"The shares represented by this
certificate have not been registered under
the Securities Act of 1933 and may not be
sold, pledged, or otherwise transferred
except pursuant to an effective
registration statement under said Act,
Rule 144 or an opinion of counsel
acceptable to the Company that some other
exemption from registration is available."
If said shares were registered under the Act, to the extent that
Optionee is an "affiliate" of the Company, any reoffers or resales of
Common Stock acquired pursuant to the Plan, must be held indefinitely
unless (i) distribution of said Stock has been made registered under
the Act, (ii) a sale of said Stock is made in conformity with the
provisions of Rule 144 issued by the Securities and Exchange
Commission under the Act, or (iii) in the opinion of counsel
acceptable to the Company some other exemption from registration is
available.
4. ADJUSTMENTS
In the event of any merger, reorganization, consolidation,
recapitalization (including but not limited to the issuance of Common
Stock or any securities convertible into Common Stock in exchange for
securities of the Company), stock dividend, stock split or reverse
stock split, extraordinary distribution with respect to the Common
Stock or other similar change in corporate structure affecting the
Common Stock, such substitution or adjustments shall be made in the
aggregate number of shares of Common Stock then subject to the Option
and in the Option price as may be determined to be appropriate by the
Board of Directors of the Company, in its sole discretion; provided,
however, that the number of shares of Common Stock subject to this
Option shall always be a whole number.
5. TAXES
The Company's obligation to deliver shares of Common Stock upon
exercise of this Option in whole or in part, shall be subject to
satisfaction of any applicable federal, state and local tax
obligations.
6. ACCEPTANCE OF PROVISIONS
The execution of this Agreement by the Optionee shall constitute the
Optionee's acceptance of and agreement to all of the terms and
conditions of this Agreement.
7. NOTICES
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All notices and other communications required or permitted under this
Agreement shall be in writing and shall be given either by (i)
personal delivery or regular mail or, (ii) first class registered or
certified mail, return receipt requested. Except as otherwise
provided in Section 4B hereof on the exercise, in whole or in part,
of the Option, any such communication shall be deemed to have been
given on the date of receipt in the cases referred to in clause (i)
of the preceding sentence and on the second day after the date of
mailing in the cases referred to in clause (ii) of the preceding
sentence. All such communications to the Company shall be addressed
to it, to the attention of its Secretary or Treasurer, at its the
principal office at the address first set forth above, and to the
Optionee at its addresses first set forth above, or, in each case, to
such other person or address as may be designated by like notice
hereunder.
8. SHARES RESERVED
The Company shall at all times during the term of this Agreement
reserve and keep available such number of shares of its Common Stock
as will be sufficient to satisfy the requirements of this Agreement,
and shall pay all original issue taxes on the exercise of this
Option, and all other fees and expenses necessarily incurred by the
Company in connection therewith.
9. SUCCESSORS
This Agreement shall be binding upon any successor of the Company.
10. MISCELLANEOUS
This Agreement contains a complete statement of all the arrangements
between the parties with respect to its subject matter, and this
Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to agreements made and to be
performed exclusively in Delaware. The headings in this Agreement are
solely for convenience of reference and shall not affect its meaning
or interpretation.
QUESTRON TECHNOLOGY, INC. OPTIONEE
GULFSTREAM FINANCIAL GROUP, INC.
By: By:
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President President
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