STOCK OPTION AGREEMENT
EXHIBIT 99.3
This STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of April 24, 2007 by
and between the parties listed on the signature pages hereto as Optionees (“Optionees”), and Xxxxxx
Xxxxxxxxx and Xxxxx Xxxxxxxxx, as joint owners, the undersigned stockholders (“Stockholders”) of
Sulphco, Inc., a Nevada corporation (the “Company”).
BACKGROUND
A. Concurrently with the execution of this Agreement, Optionees , Stockholder and the Company
have entered into that certain Assignment of Promissory Note, of even date herewith (“Assignment”;
all capitalized terms used and not defined herein are used as defined in the Assignment), pursuant
to which Optionees are purchasing from Stockholders a certain $7,000,000 original principal amount
promissory note (“Note”), issued by the Company in favor of Xxxxxx Xxxxxxxxx, dated as of December
31, 2004, and Stockholders have agreed to enter into this Agreement as additional consideration for
the aforementioned purchase. As of the Closing Date, the outstanding principal balance of the Note
is $5,000,000, and accrued and unpaid interest on the Note is $66,570.
B. Stockholders are the beneficial owners (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of at least 1,500,000 shares of outstanding
common stock of the Company (“Shares” or “Securities”).
NOW, THEREFORE, in consideration of the execution and delivery by Optionees of the Assignment
and the mutual covenants, conditions and agreements herein contained, and intending to be legally
bound, the parties hereto hereby agree as follows:
1. Option.
(a) Subject to the terms and conditions set forth in this Agreement, effective immediately,
the Stockholders hereby grant to Optionees an option (the “Option”) to purchase up to 1,500,000
Shares from the Stockholders (for each Optionee up to the Allocated Amount set forth on the
signature pages hereof), at a per share purchase price equal to Four Dollars and Ten Cents per
share (the “Purchase Price”).
(b) The shares subject to the Option are the following Common Stock Certificates of the
Company: number 1484, in the amount of 1,000,000 shares issued to the Stockholders and number 1787,
in the amount of 500,000 shares issued to the Stockholders (collectively, the “Certificates”).
Simultaneously with the execution of this Option Agreement, the Certificates shall be delivered
into escrow with Grushko & Xxxxxxx, P.C., as escrow agent (“Escrow Agent”), pursuant to the form of
escrow agreement attached hereto as Exhibit B. If at any time after the date of execution of this
Agreement and during the term hereof, Stockholders receive any further shares of stock due to a
stock split, or otherwise, with regard to the shares represented by Certificates, they shall
immediately deliver those shares into escrow with the Escrow Agent.
(c) The Option may be exercised by an Optionee in whole or in part commencing on the Closing Date
and continuing through the eight (8) month anniversary of the Closing Date. There may be multiple
exercises of the Option and at the time of each partial exercise the Stockholders shall make a
notation in their books and records as to the remaining portion of the Option subject to exercise.
(d) In the event that an Optionee wishes to exercise the Option, it shall send to the
Stockholders and Escrow Agent a written notice (the date of each such notice being herein referred
to as a “Notice Date”) setting forth its irrevocable election to that effect, which notice also
specifies a date not earlier than five (5) business days nor later than thirty (30) business days
from the Notice Date for the closing of such purchase (an “Option Closing Date”). The place of any
Option Closing shall be at the offices of Grushko & Xxxxxxx, P.C. at 000 Xxxxx Xxxxxx, Xxxxx 0000,
Xxx Xxxx, XX 00000, and the time of the Option Closing shall be 10:00 a.m. (New York Time) on the
Option Closing Date.
(e) At the Option Closing, an Optionee shall pay to the Stockholders by delivery to Escrow
Agent in immediately available funds by wire transfer to a bank account designated in writing in
the Escrow Agreement an amount equal to the Purchase Price; provided, that failure or refusal of
the Escrow Agent to designate a bank account shall not preclude Optionee from exercising the
Option. The terms of the Escrow Agreement shall govern mechanics for release of stock and funds and
related matters.
(f) At the Option Closing, upon delivery of immediately available funds as provided above, the
Escrow Agent shall deliver: (i) to the Optionee, a certificate or certificates representing its
Securities to be purchased at such Option Closing (or, a certificate endorsed in blank) and
registered on the books and records of the Company in Optionee’s name, which Securities shall be
free and clear of all liens, claims, charges and encumbrances of any kind whatsoever, and (ii) to
Stockholders, the Purchase Price.
(g) In the event of any change in the Company Common Stock by reason of a stock dividend,
split-up, merger, recapitalization, combination, exchange of shares or similar transaction, the
type and number of Securities subject to the Option, and the per share purchase price therefor,
shall be adjusted appropriately, so that Optionee shall receive upon exercise of the Option the
number and class of shares or other securities or property that Optionee would have received if the
Option had been exercised immediately prior to such event or the record date therefor, as
applicable.
2. Termination. The right to exercise this Option shall terminate upon the eight (8) month
anniversary of the date of this Agreement. Notwithstanding the foregoing, if the Option cannot be
exercised by reason of any applicable judgment, decree, order, law or regulation, the Option shall
remain exercisable and shall not terminate until the earlier of (x) the date on which such
impediment shall become final and not subject to appeal, and (y) 5:00 p.m. New York Time, on the
thirtieth (30th) business day after such impediment shall have been removed. Notwithstanding the
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termination of the Option or this Agreement, Optionees shall be entitled to purchase the Securities
if it has exercised the Option in accordance with the terms hereof prior to such termination and
such termination shall not affect any rights hereunder which by their terms do not terminate or
expire prior to or as of such termination.
3. Representations and Warranties of the Stockholders. The Stockholders hereby represent and
warrant to Optionees as follows:
(a) Due Authorization; Enforceability. The Stockholders have full power and authority to
execute and deliver this Agreement. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly authorized by all
necessary action on the part of the Stockholders, and no other proceedings on the part of the
Stockholders are necessary to authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and delivered by the
Stockholders and constitutes a valid and binding agreement of the Stockholders, enforceable against
such Stockholders in accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium or other similar laws relating to creditors’ rights and to general principles of equity.
(b) Ownership of Securities; Voting Rights. The Stockholders have sole voting power with
respect to the Shares. The Shares are not subject to any voting trust agreement or other contract,
agreement, arrangement, commitment or understanding to which the Stockholders are a party
restricting or otherwise relating to the voting, dividend rights or disposition of the Shares.
(c) No Encumbrances. Upon the exercise of the Option and the delivery to an Optionee by
Stockholders of a certificate or certificates, or other similar document, evidencing the Shares,
Optionee will receive good, valid and marketable title to the Shares, free and clear of all
security interests, liens, claims, pledges, options, rights of first refusal, agreements,
limitations on Optionees’ voting rights, charges and other encumbrances of any nature whatsoever
(except any security interest created by Optionees ).
(d) No Conflicts. No authorization, consent or approval of any court or any public body or
authority is necessary for the consummation by the Stockholders of the transactions contemplated by
this Agreement. The execution, delivery and performance of this Agreement by the Stockholders will
not constitute a breach, violation or default (or any event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in a right of termination or acceleration under, or result in
the creation of any lien or encumbrance upon any of the properties or assets of such Stockholders
under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other
instrument to which such Stockholders are a party or by which his, her or its properties or assets
are bound, other than breaches, violations, defaults, terminations, accelerations or creation of
liens and encumbrances which, in the aggregate, would not materially impair the ability of such
Stockholders to perform his, her or its obligations hereunder.
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(e) Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or
other fee or commission in connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of the Stockholders.
(f) Stockholders were provided with the opportunity to present this Agreement and related
documentation to an attorney for review and have determined upon their own free will to not avail
themselves of such right. They understand that the transaction contemplated by this Assignment is a
sophisticated business and financial transaction, and they have the acumen and experience to review
this Assignment and related documentation and to enter into the transactions set forth in the
Assignment without the aid of counsel. They acknowledge that they have not relied upon the advice,
judgment or counsel of attorneys for either the Borrower or Optionees and they waive any claims
they may have against them arising out of this transaction
4. Representations and Warranties of Optionees.
Each Optionee represents warrants as follows:
(a) Compliance with the Securities Act of 1933. The Optionee understands and agrees that the
Securities have not been registered under the Securities Act of 1933 (“1933 Act”) or any applicable
state securities laws, by reason of their issuance in a transaction that does not require
registration under the 1933 Act (based in part on the accuracy of the representations and
warranties of Optionee contained herein), and that such Securities must be held indefinitely unless
a subsequent disposition is registered under the 1933 Act or any applicable state securities laws
or is exempt from such registration.
(b) Status of Optionee. The Optionee is, and will be at the time of the exercise of the
Option, an “accredited investor”, as such term is defined in Regulation D promulgated by the
Commission under the 1933 Act, is experienced in investments and business matters, has made
investments of a speculative nature and has purchased securities of United States publicly-owned
companies in private placements in the past and, with its representatives, has such knowledge and
experience in financial, tax and other business matters as to enable the Optionee to utilize the
information made available by the Company to evaluate the merits and risks of and to make an
informed investment decision with respect to the proposed purchase, which represents a speculative
investment. The Optionee has the authority and is duly and legally qualified to purchase and own
the Securities. The Optionee is able to bear the risk of such investment for an indefinite period
and to afford a complete loss thereof. The information set forth on the signature page hereto
regarding the Optionee is accurate.
(c) Restricted Securities. Optionee understands that the Securities have not been registered
under the 1933 Act and such Optionee will not sell, offer to sell, assign, pledge, hypothecate or
otherwise transfer any of the Securities unless pursuant to an effective registration statement
under the 1933 Act, or unless an exemption from registration is available.
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(d) Upon exercise of the Option in whole or in part, the Securities issued shall bear the
following or similar legend:
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO SULPHCO, INC. THAT SUCH
REGISTRATION IS NOT REQUIRED.”
5. Stockholders Covenants. The Stockholders hereby covenant and agree as follows:
(a) The Stockholders hereby agree, while this Agreement is in effect, and except as
contemplated hereby, not to sell, transfer, pledge, encumber, assign or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding with respect to the sale,
transfer, pledge, encumbrance, assignment or other disposition of (all of the foregoing, “Sell,”
“Sold” or “Sale,” as the case may be), any of the Securities.
(b) The Stockholders agree not to engage in any action or omit to take any action which would
have the effect of preventing or disabling Stockholders from delivering its Securities to Optionees
or otherwise performing its obligations under this Agreement.
(c) Simultaneously with the execution hereof, the Stockholders shall enter into the Lockup
Agreement attached hereto as Exhibit A.
(d) The Stockholders are responsible for making any filings required to be made by him
with all regulatory bodies arising from the transactions contemplated hereby.
6. Miscellaneous.
(a) Fees and Expenses. All costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be borne by the party incurring such expenses.
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(b) Amendment. This Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties.
(c) Choice of Law and Venue; Jury Trial Waiver. This Assignment shall be governed by, and
construed in accordance with, the internal laws of the State of New York, without regard to
principles of conflicts of law. STOCKHOLDERS, COMPANY AND OPTIONEES WAIVE ANY RIGHT TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS ASSIGNMENT OR ANY TRANSACTION
CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON
LAW OR STATUTORY BASES. Each party hereby submits to the exclusive jurisdiction of the state and
federal courts located in the County of New York, State of New York.
(d) Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless otherwise specified
herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below
or to such other address as such party shall have specified most recently by written notice. Any
notice or other communication required or permitted to be given hereunder shall be deemed effective
(a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if delivered on a
business day during normal business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the
date of mailing by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for such communications
shall be:
If to Stockholders:
|
Xxxxxx Xxxxxxxxx | |
| 0000 Xxxxx Xxxx Xxx | ||
| Xxxx, XX 00000 | ||
If to Company:
|
SulphCo., Inc. | |
| 000 Xxxxx Xxxxxxx Xx. | ||
| Xxxxxx, XX 00000 | ||
with a copy to:
|
K&L Gates | |
| Attn: Xxxxxx Xxxxxx, Esq. | ||
| 000 Xxxxxxxxx Xxx. | ||
| Xxx Xxxx, XX 00000 |
If to Optionees : To the one or more addresses and telecopier numbers indicated on the signature pages hereto
With a copy to: |
||
| Grushko & Xxxxxxx, P.C. | ||
| 000 Xxxxx Xxxxxx, Xxxxx 0000 | ||
| Xxx Xxxx, Xxx Xxxx 00000 telecopier: (000) 000-0000 |
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(e) Assignment; Binding Effect; No Third Party Beneficiaries. Neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto
(whether by operation of law or otherwise) without the prior written consent of the other parties.
Any purported assignment without the consent required pursuant to the preceding sentence shall be
null and void. Subject to the second preceding sentence, this Agreement (including, without
limitation, the obligations of the Stockholders under Section 1 and Section 2 hereof) shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors
and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this
Agreement, expressed or implied, is intended to confer on any person other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations or liabilities under
or by reason of this Agreement. Notwithstanding the foregoing, any Optionee may assign this
agreement to one or more of its affiliates.
(f) Severability. In the event that any provision of this Agreement, or the application
thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or
unenforceable, the remainder of this Agreement will continue in full force and effect and the
application of such provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties. The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision that will achieve,
to the extent possible, the economic, business and other purposes of such void or unenforceable
provision.
(g) Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist of
a number of copies hereof each signed by less than all, but together signed by all of the parties
hereto.
(h) Further Assurances. Each party hereto shall perform such further acts and execute such
further documents as may reasonably be required to carry out the provisions
of this Agreement
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IN WITNESS WHEREOF, the undersigned have executed this Stock Option Agreement on the date
first above written.
STOCKHOLDERS |
||||
| /s/ XXXXXX XXXXXXXXX | ||||
| XXXXXX XXXXXXXXX | ||||
| /s/ XXXXX XXXXXXXXX | ||||
| XXXXX XXXXXXXXX | ||||
| ACKNOWLEDGED BY: | ||||
| SULPHCO, INC. | ||||
By:
|
/s/ Xxxxx X. Xxxx |
|||
| Xxxxx X. Xxxx | ||||
| CEO | ||||
[SIGNATURE PAGE TO STOCK OPTION AGREEMENT]
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[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the
first date above written.
Name of Optionee: Xxxxx Capital LLC
Signature of Authorized Signatory of Optionee:
/s/
Xxxxxx Xxxxx
Name of
Authorized Signatory: /s/ Xxxxxx Xxxxx
Title of
Authorized Signatory: General Partner
Fax Number
of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Xxxxxxx, P.C.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate
Amount: 23.20%
Number of Shares of Option (“Allocated Portion”): 348,020
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]
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[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the
first date above written.
Name of Optionee: Mayflower Oak LLC
Signature of Authorized Signatory of Optionee:
/s/
Xxxxx Xxxxxxxx
Name of Authorized Signatory: Xxxxx Xxxxxxxx
Title of
Authorized Signatory: Authorized Representative
Fax Number of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Xxxxxxx, P.C.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 26.52%
Number of Shares of Option (“Allocated Portion”): 397,790
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the
first date above written.
Name of Optionee: Iroquois Master Fund Ltd.
Signature of Authorized Signatory of Optionee:
/s/
Xxxxxx
Xxxxxxxxx
Name of
Authorized Signatory: /s/ Xxxxxx
Xxxxxxxxx
Title of
Authorized Signatory: /s/ Authorized
Signator
Fax Number
of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Xxxxxxx, P.C.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 16.57%
Number of Shares of Option (“Allocated Portion”): 248,619
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the
first date above written.
Name of Optionee: Xxxxx Xxxxx
Signature of Authorized Signatory of Optionee:
/s/
Xxxx Xxxxx
Name of
Authorized Signatory:
Xxxx Xxxxx
Title of
Authorized Signatory: Individual
Fax Number
of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Xxxxxxx, P.C.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 8.73%
Number of Shares of Option (“Allocated Portion”): 130,893
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the
first date above written.
Name of
Optionee: Xxxx Xxxxx Xxxxx Foundation Inc.
Signature
of Authorized Signatory of Optionee:
/s/
Xxxxxxx Xxxxx
Name of
Authorized
Signatory: Xxxxxxx
Xxxxx
Title of
Authorized Signatory: President
Fax Number
of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Xxxxxxx, P.C.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount 1.77%
Number of Shares of Option (“Allocated Portion”): 26,519
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the
first date above written.
Name of
Optionee: Xxxxx Xxxx Irrevocable Trust
/s/
Xxxxxx Xxxx, Trustee
Signature
of Authorized Signatory of Optionee:
/s/
Xxxxxx Xxxx, Trustee
Name of
Authorized Signatory: Xxxxxx Xxxx, Trustee
Title of
Authorized Signatory: Trustee
Fax Number
of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Xxxxxxx, P.C.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 10.49%
Number of Shares of Option (“Allocated Portion”): 157,412
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK. OPTION AGREEMENT]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the
first date above written.
Name of
Optionee: Xxxxxx X. Xxxxxxxxx
Signature
of Authorized Signatory of Optionee:
/s/
Xxxxxx X. Xxxxxxxxx
Name of
Authorized Signatory: Xxxxxx X. Xxxxxxxxx
Title of
Authorized Signatory:
Fax Number
of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko
& Xxxxxxx, P.C.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 3.31%
Number of Shares of Option (“Allocated Portion”): 49,724
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the
first date above written.
Name of Optionee: Xxxxxxx Xxxxxxx
Signature
of Authorized Signatory of Optionee: /s/ Xxxxxxx
Xxxxxxx
Name of Authorized Signatory: Xxxxxxx Xxxxxxx
Title of
Authorized Signatory: Individual
Fax Number
of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Xxxxxxx, P.C,
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 7.18%
Number of Shares of Option (“Allocated Portion”): 107,689
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the
first date above written.
Name of Optionee: Xxxxxx Xxxxxxxxx
Signature of Authorized Signatory of Optionee:
/s/
Xxxxxx
Xxxxxxxxx
Name of Authorized Signatory: Xxxxxx Xxxxxxxxx
Title of
Authorized Signatory: Individual
Fax Number of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Xxxxxxx, P.C.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 1.11%
Number of Shares of Option (“Allocated Portion”): 16,667
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the
first date above written.
Name of
Optionee: Xxxxxx Xxxxxxxxx
Signature of Authorized Signatory of Optionee:
/s/
Xxxxxx Xxxxxxxxx
Name of Authorized Signatory: Xxxxxx Xxxxxxxxx
Title of
Authorized Signatory: Individual
Fax Number of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Xxxxxxx, P.C.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 1.11%
Number of Shares of Option (“Allocated Portion”): 16,667
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]
