Exhibit No. 4.14
Form SB-2
Buyers United, Inc.
WALL STREET CONSULTANTS, INC.
00 X. 00XX XXXXXX
XXX XXXX, X.X. 00000
Investment Banking (000)000-0000
Founded 1959 Fax (000)000-0000
Xxxxxxxxxxxx.xxx
STOCK OPTION AGREEMENT
Option granted as of March 8, 2000 by Xxxxxxxxxxxx.xxx (the "Corporation")
to Wall Street Consultants, Inc. (which together with its assigns is sometimes
hereinafter referred to as the "Grantee"):
1. The Option. In further consideration of the services to be provided to
the Corporation by the Grantee pursuant to that certain retainer agreement
between the Corporation and the Grantee dated March 15, 2000 (the "Retainer
Agreement"), the Corporation grants to the Grantee, effective on the Date of
Grant, a stock option (the "Option") to purchase, on the terms and conditions
herein set forth, 50,000 shares (the "Shares") of the Corporation's fully paid,
nonassessable shares of common stock, ("Common Stock"), at the purchase price
for the Shares set forth in Section 2 below, for the first year; provided,
however, that in no event shall the Corporation be required to sell a fractional
Share, and the number of Shares purchasable hereunder shall be limited
accordingly.
2. The Purchase Price. The purchase price of the Shares shall be $5 per
share (the "Option Price"), which price is the fair market value of the Shares
as of the Date of the Grant, as such Option Price shall be adjusted from time to
time pursuant to paragraph 10.
3. Exercise of Option.
(a) The Option is exercisable over a period ending five years from the
Date of Grant (the "Option Period"). The Option may be exercised from time
to time during the Option Period as to the total number of Shares subject
to this Option as determined under Section 1, or any lesser amount thereof,
and the Option shall continue as to any unexercised Shares.
(b) In the event the Grantee elects to exercise all or any portion of
the Option, the Grantee shall deliver to the Corporation written notice
(the "Notice") of such election, which Notice shall specify the number of
Shares in respect of which the Option is to be exercised, along with
payment of the Option Price of the Shares in respect of which the Option is
exercised. The Option Price shall be paid in full in United States dollars
at the time of exercise; provided, however, that if any fees are owed or
expenses unreimbursed pursuant to the Retainer Agreement, then the exercise
price may be paid by the Grantee agreeing to credit the Corporation
therefore. If the Option is exercised in accordance with the provisions of
this Agreement, the Corporation shall deliver as soon as practicable to the
Grantee a certificate or certificates representing the number of Shares in
respect of which the Option is being exercised, which Shares shall be
registered in the holder's name.
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4. Sales of Shares. The Grantee shall not be entitled to sell, transfer, or
distribute the Shares except pursuant to (i) an effective registration statement
under the Securities Act of 1933, as amended (the "Act"), or (ii) if there be no
registration statement in effect, pursuant to an exemption from registration
under the Act. Prior to offering or selling the Shares upon claim of exemption,
the holder shall obtain a written opinion from counsel reasonably satisfactory
to the Corporation to the effect that such exemption is available or shall
deliver a "no-action" letter from the Securities and Exchange Commission with
respect to the proposed sale, transfer or distribution of the Shares.
5. Registration Rights. The Corporation agrees that, for so long as the
Option remains exercisable and for a period of two years thereafter, whenever
the Corporation proposes to file with the Securities and Exchange Commission a
registration statement (other than as to securities issued pursuant to an
employee benefit plan or as to a merger, acquisition or similar transaction
subject to Rule 145 promulgated under the Securities Act), the Corporation
shall, at least 30 days prior to such filing, give written notice of such
proposed filing to the Grantee setting forth the facts with respect to such
proposed filing, and shall offer to include in any such filing the Shares
subject to the Option provided that the Corporation receives a request therefor
at least 10 days prior to the proposed filing date. All fees, disbursements and
out-of-pocket expenses in connection with the filing of any registration
statement and in complying with applicable securities and blue sky laws shall be
borne by the Corporations.
The Corporation will indemnify and hold harmless the Grantee and each
person who controls the Grantee within the meaning of Section 15 of the Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), from and against any and all losses, claims, damages, expenses and
liabilities, joint or several (including any investigation, legal and other
expenses incurred in connection with, and any amount paid in any settlement
effected with the Corporation's consent (not to be unreasonably withheld) of,
any action, suit or proceeding or any claim asserted), to which they, or any of
them, may become subject under the Act, the Exchange Act or other federal or
state law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities arise out of or are based on (A) any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement filed with respect to the Shares (including any related
preliminary or definitive prospectus, or any amendment or supplement to such
registration statement or prospectus), (B) any omission or alleged omission to
state in such document any material fact required to be stated in it or
necessary to make the statements in it not misleading, or (C) any violation by
the Corporation of the Act, the Exchange Act, any blue sky laws or any rule or
regulation thereunder in connection with such registration; provided however,
that the Corporation will not be liable to the extent that such loss, claim,
damage, expense or liability arises from and is based solely on a material
untrue statement or omission or alleged material untrue statement or omission
made in such registration statement and in conformity with information furnished
in writing to the Corporation by the Grantee expressly for use in such
registration statement. With respect to the matter referred to in the proviso of
the foregoing sentence, the Grantee will indemnify and hold harmless the
Corporation from and against any and all losses, claims, damages, expenses and
liabilities, joint or several, to which it may become subject under the Act, the
Exchange Act or other federal or state statutory law or regulation, at common
law or otherwise to the same extent provided in the immediately preceding
sentence.
Promptly after receipt by an indemnified party of notice of the
commencement of any action involving matters referred to in the foregoing
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paragraph, such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party, thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly notified, to assume
the defense thereof at its own expense with counsel reasonably satisfactory to
the indemnified party or parties, and in such case, if the indemnified party
desires to retain its own counsel, the expense of such counsel shall be borne by
the indemnified party.
6. Termination of Retainer Agreement. In the event the engagement of the
Wall Street Group, Inc. under the Retainer Agreement ceases by reason of the
termination of the Retainer Agreement by either party on ninety (90) days notice
pursuant to the provisions thereof, the maximum number of Shares exercisable
hereunder shall be multiplied by a fraction, the numerator of which shall be the
number of days which shall have expired from the Date of Grant to the earlier of
the next subsequent anniversary date of the Retainer Agreement or ninety (90)
days after receipt by the Wall Street Group, Inc. of the notice of termination
sent pursuant thereto, and the denominator of which shall be 365, and such
product shall thereupon be the maximum number of Shares purchasable hereunder;
provided, however, that in no event shall the Corporation be required to sell a
fractional Share, and the number of Shares purchasable hereunder shall be
limited accordingly.
7. Successors and Assigns. This agreement shall be binding upon and shall
inure to the benefit of the parties' respective successors and assigns.
8. Expiration of Option. This Option is not exercisable after the
expiration of five years from the Date of Grant.
9. Rights.
(a) The granting of this Option shall not confer upon the Grantee any
right to continue to be retained by the Corporation or any of its
subsidiaries, subject, however, to the terms of the Retainer Agreement
between the Grantee and the Corporation.
(b) The Grantee shall not, by reason of the granting to it of the
Option, have or thereby acquire any rights of a stockholder of the
Corporation with respect to any Shares unless and until it has tendered
full payment of the Option Price for such Shares.
10. Adjustment of Number of Shares and Option Price. In the event that a
dividend shall be declared upon the Shares payable in shares of Common Stock,
the number of Shares then subject to the Option and the Option Price shall be
adjusted by adding to each of such Shares the number of shares of Common Stock
which would be distributable thereon if such Share had been outstanding on the
date fixed for determining the stockholders entitled to receive such stock
dividend and reducing the Option Price proportionally. In the event that the
outstanding Shares shall be changed into or exchanged for a different number or
kind of shares of stock or other securities of the corporation or of another
corporation, whether through reorganization, recapitalization, stock split-up,
combination of shares, merger or consolidation, then there shall be substituted
for each Share subject to the Option the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock shall be so
changed or for which each such share shall be exchanged; provided, however, that
in the event that such change or exchange results from a merger or
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consolidation, and in the judgment of the Board of Directors of the Corporation
such substitution cannot be effected or would be inappropriate, or if the
Corporation shall sell all or substantially all of its assets, the Corporation
shall use reasonable efforts to effect some other adjustment of the Option which
the Board of Directors, in its sole discretion, shall deem equitable. In the
event that there shall be any change, other than as specified above in this
Paragraph 10, in the number or kind of outstanding Shares or of any stock or
other securities into which such Shares shall have been changed or for which
they shall have been exchanged, then, if the Board of Directors shall determine
that such change equitably requires an adjustment in the number or kind of
Shares then subject to the Option, such adjustment shall be made by the Board of
Directors and shall be effective and binding for all purposes of this Option. In
the case of any such substitution or adjustment as provided for in this
paragraph, the Option Price will be the option price for all shares of stock or
other securities which shall have been substituted for each Share or to which
such Share shall have been adjusted pursuant to this paragraph 10. No adjustment
or substitution provided for in this paragraph 10 shall require the Corporation
to sell a fractional Share, and the total substitution or adjustment shall be
limited accordingly.
11. Reserve of Shares. The Corporation will reserve and set about and have
at all times, free from preemptive rights, a number of shares or authorized but
unissued Common Stock deliverable upon exercise of the Option, and it will have
at all times any other rights or privileges provided for therein sufficient to
enable it at any time to fulfill all of its obligations in this Agreement.
12. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York.
If the foregoing is in accordance with the Grantee's understanding and
approved by it, it may so confirm by signing and returning the duplicate of this
Agreement delivered for that purpose.
XXXXXXXXXXXX.XXX
Dated: March 15, 2002 By: /s/ Xxx Xxxxx
The foregoing is in accordance with the undersigned's understanding and is
hereby confirmed and agreed to as of the Date of Grant.
WALL STREET CONSULTANTS, INC.
Dated: March 14, 2002 By: /s/ Xxxxxx Xxxxxxxx
X-00
XXX XXXX XXXXXX GROUP, INC.
00 X. 00XX XXXXXX
XXX XXXX, X.X. 00000
(000)000-0000
Financial Public Relations Fax (000)000-0000
October 24, 2001
Sent Via Fax
Mr. Xxxxxxxx Xxxxx
Chairman
Xxxxxxxxxxxx.xxx, Inc.
0 XXX Xxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Dear Xxx,
Thank you for phoning me this morning. I have reviewed your proposal and agree
to the terms as follows:
1) BUYO will make immediate payment of out-of-pocket expenses due The
Wall Street Group of $8,909.38.
2) Beginning December 1, 2001, BUYO will pay balance of $49,806.23 at
rate of $5,000 per month.
3) Option to be increased to 65,000 shares from 50,000.
4) Option price to be reduced to $2.50 from $5.00.
If this meets with our approval please countersign and return to me by fax.
Thank you.
Don Sends his best wishes.
Sincerely,
/s/ Xxxxxx Xxxxxxxx
Vice President
Agreed to by Xxxxxxxx Xxxxx
Signed: /s/ Xxxxxxxx Xxxxx
Date: October 31, 2001
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