SECURITIES TRANSFER DOCUMENT
This Securities Transfer Document ("Securities Document") is made by
and among XXXXXX X. XXXXXXX XX, an individual having an office at 000 Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the "Lender" or "Xxxxxxx"), XXXXXX X.
XXXXXXX, the wife of Xxxxxxx, with an address of 000 Xxxx Xxxxx Xxxx, Xxxxxxxxx,
Xxx Xxxx 14617("Xxxxxx Xxxxxxx"), DELTA COMPUTEC INC., a New York corporation
having its principal place of business located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxx Xxxxxx 00000 ("Delta'), and DELTA DATA NET, INC., a New York corporation
having its principal place of business located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxx Xxxxxx 00000 ("Data Net"). Delta and Data Net are referred to collectively
as the "Borrower".
RECITALS
X. Xxxxxxx desires to complete the transfer to Xxxxxx Xxxxxxx of half of
his securities in, debt obligations from, and obligations to, the Borrower and
others having relations with the Borrowers, including NCFC (as herein defined),
and Xxxxxx Xxxxxxx desires to receive half of the Xxxxxxx'x securities in, debt
obligations from, and obligations to, the Borrower and such others, all as set
forth in this Securities Document.
B. The transfers to be effectuated pursuant to this Securities Document
are in the nature of gifts between Xxxxxxx and Xxxxxx Xxxxxxx, who are husband
and wife.
NOW THEREFORE, THE TRANSFERS ARE STATED TO BE AS FOLLOWS:
I. Transfer of a portion of the 1992 Option Agreement.
1. Xxxxxx X. Xxxxxxx XX ("Xxxxxxx"), is the holder of a certain Option
Agreement dated October 28, 1992, as amended and restated on February 16, 1995
(the "1992 Option Agreement"), issued by Delta Computec Inc. ("Delta"), a copy
of which is annexed hereto as Exhibit A (the "1992 Option Agreement"). The
Option Agreement provides in part that Xxxxxxx has the right to purchase up to
1,304,350 common shares of Delta (the "Option Shares") upon payment of $.46 per
share through January 31, 1998.
2. The 1992 Option Agreement was issued pursuant to Xxxxxxx in October,
1992, at the time that Data Net issued to Xxxxxxx (and guaranteed by Data Net's
parent, Delta Computec Inc. ("DCI")), an 8% Subordinated Debenture in the face
amount of $600,001 (the "Xxxxxxx Subordinated Debenture"). By a separate
document entitled Amendment No. 3 to Amended and Restated Credit Agreement and
Certain other Agreements ("Amendment No. 3"), of even date herewith, Xxxxxxx has
transferred to his wife, Xxxxxx X. Xxxxxxx ("Xxxxxx Xxxxxxx"), half of Xxxxxxx'x
interest in and to the Xxxxxxx Subordinated Debenture.
Page 37 of 75
3. Xxxxxxx desires to assign and transfer to Xxxxxx Xxxxxxx, and by the
execution of this Securities Document does hereby assign and transfer to Xxxxxx
Xxxxxxx, a portion of the 1992 Option Agreement. The portion of the Option
Agreement to be assigned (the "Assigned Portion") consists of the right to
purchase 652,175 Common Shares under 1992 Option Agreement, which will be
amended and restated (the "Amended and Restated 1992 Option Agreement"), for an
exercise price of forty-six cents ($.46) per common share Xxxxxxx is retaining
for himself the right to purchase the balance of the Option Shares, or 652,175
Option Shares, for an exercise price of forty-six cents per common share, which
is also to be set forth in an Amended and Restated 1992 Option Agreement.
4. Xxxxxx Xxxxxxx desires to accept the Assigned Portion of the 1992
Option Agreement, and by the execution of this Securities Document does hereby
accept the assignment and transfer to her of the Assigned Portion of the 1992
Option Agreement being assigned and transferred to her by Xxxxxxx. Xxxxxx
Xxxxxxx, by her execution of this Securities Document, accepts all terms and
conditions of the Amended and Restated 1992 Option Agreement in accordance with
the assignment of the Assigned Portion of the 1992 Option Agreement, and agrees
to be bound by those terms and conditions. Included within the terms and
conditions of the Amended and Restated 1992 Option Agreement with which Xxxxxx
Xxxxxxx agrees to be bound, are the terms and conditions relative to compliance
with federal and state securities statutes and regulations.
5. Xxxxxx Xxxxxxx hereby accepts the Assigned Portion of the Amended and
Restated 1992 Option Agreement on the following additional terms and conditions:
A. Xxxxxx X. Xxxxxxx hereby grants, first to Xxxxxxx, and if not
accepted by Xxxxxxx, then to Delta, a right of first refusal (the "Right") with
regard to the Assigned Portion of the 652,175 Option Shares covered by the
Assigned Portion of the Amended and Restated 1992 Option Agreement.
B. The Right requires Xxxxxx Xxxxxxx to provide Xxxxxxx, and Delta,
with written notice, by registered or certified mail, return receipt requested,
no less than sixty (60) days prior to the date that Xxxxxx Xxxxxxx proposes to
transfer to any person other than to Xxxxxxx or to Delta (a "Third-Party
Transferee"), by any means whatsoever, all or any part of the Assigned Portion
of the Amended and Restated 1992 Option Agreement or all or any part of the
Assigned Portion of the Option Shares, and to grant to Xxxxxxx the right to
acquire the Assigned Portion of the Amended and Restated 1992 Option Agreement
or the Assigned Portion of the Option Shares which is proposed to be transferred
to a Third-Party Transferee, upon payment to Xxxxxx Xxxxxxx of the purchase
price ("Purchase Price") equal to the Purchase Price which Xxxxxx Xxxxxxx
Page 38 of 75
-2-
proposes to receive from a Third-Party Transferee, and upon the same terms and
conditions (the "Terms") which a Third-Party Transferee would utilize to make
payment of the Purchase Price. In the event that any consideration is ever
proposed to be provided to Xxxxxx Xxxxxxx relative to such a proposed transfer
of the Assigned Portion of the Amended and Restated 1992 Option Agreement or the
Assigned Portion of the Option Shares which is other than in cash or a cash
equivalent, then such non-cash consideration will be valued at its monetary
equivalent for purposes of the Right. Within the 60 day period covered by the
written notice, Xxxxxxx must notify Xxxxxx Xxxxxxx in writing of his decision
either to exercise the Right (which would require Xxxxxxx to pay to Xxxxxx
Xxxxxxx the equivalent of the consideration she would have otherwise received
from a proposed Third-Party Transferee at such times, and on such Terms, as a
proposed Third-Party Transferee would have paid with regard to a proposed
transfer), or to reject the Right. In the event that Xxxxxxx either rejects the
Right or does not respond in writing prior to the end of the 60 day period, then
Delta shall be entitled to exercise the Right for an additional thirty (30) days
after the expiration of the original sixty (60) day period by paying the same
Purchase Price on the same Terms as originally offered to Xxxxxxx. If neither
Xxxxxxx nor Delta has exercised the Right by the expiration of all time periods
set forth in this paragraph (B), then Xxxxxx Xxxxxxx shall be free to transfer
the Assigned Portion of the 1992 Option Agreement or the Assigned Portion of the
Option Shares free from the conditions of the Right but subject to the other
conditions of this Securities Document.
C. A proposed transfer during the life of Xxxxxx Xxxxxxx, either by
gift or otherwise without consideration, will require the same written
notification required by paragraph (B), and will entitled Xxxxxxx, or if he does
not accept, Delta, to receive the Assigned Portion of the Amended and Restated
1992 Option Agreement or the Assigned Portion of the Option Shares, without
consideration. A transfer as a result of the death of Xxxxxx Xxxxxxx, either by
intestacy or by will, shall entitle Xxxxxxx, or Delta if Xxxxxxx rejects such
transfer, to acquire the Assigned Portion of the 1992 Option Agreement or the
Assigned Portion of the Option Shares upon payment to the estate of Xxxxxx
Xxxxxxx the fair market value of the Assigned Portion of the Amended and
Restated 1992 Option Agreement or the Assigned Portion of the Option Shares as
of the date of the death of Xxxxxx X. Xxxxxxx. Such amount is to be paid to the
personal representative of Xxxxxx Xxxxxxx commencing six months after the date
of her death and the payments are to be completed in equal annual portions, with
interest at the prime rate of Manufacturers & Traders Trust Company as in effect
from time to time, over a five year period from the date of her death, with a
right to prepay without penalty.
Page 39 of 75
-3-
D. Anything to the contrary notwithstanding in this Securities
Document, no transfer shall ever be made of all or any portion of the Assigned
Portion of the Amended and Restated 1992 Option Agreement or the Assigned
Portion of the Option Shares unless a Third-Party Transferee executes such
documents as are satisfactory to Xxxxxxx, Delta and each of their respective
counsel relative to compliance with federal or state securities statutes or
regulations, and otherwise agrees to be bound by the terms of the Amended and
Restated 1992 Option Agreement.
E. The Right to acquire the Assigned Portion of the Option Shares
shall be applicable to both the Amended and Restated 1992 Option Agreement in
the original face amount of 652,175 Option Shares, as well as to any Option
Shares ever issued as a result of the full or partial exercise of the Amended
and Restated 1992 Option Agreement in the original face amount of 652,175 common
shares.
II. Transfer of Pledge Obligations and other matters.
6. Xxxxxxx has pledged to National Canada Finance Corporation ("NCFC")
480,000 Common Shares (the "Pledged Shares") pursuant to a certain Pledge
Security Agreement between Xxxxxxx and NCFC dated October 10, 1996 ("Pledge
Agreement"), a copy of which is annexed hereto as Exhibit B.
7. The Pledge Agreement was executed between Xxxxxxx and NCFC at the time
that Delta issued its Amended and Restated Promissory Note to NCFC on October
10, 1996 (the "NCFC Promissory Note"), and the Pledge Agreement provides, in
part, that in addition to the Pledge of the Pledged Shares, Xxxxxxx would, under
certain circumstances if there is a default under the NCFC Promissory Note,
assign to NCFC a portion of Xxxxxxx'x option from Delta issued in May, 1995 (the
"May 1995 Option Agreement"), such portion to be for a number of common shares
of Delta (the "Option Shares") which, when added to the Pledged Shares, shall
give NCFC the right to 17 1/2% of the issued and outstanding common shares of
Delta.
8. Xxxxxxx has transferred to Xxxxxx Xxxxxxx pursuant to an Option
Transfer Document, annexed hereto as Exhibit C, half of the May, 1995 Option
agreement for 5,720,237 common shares by a Restated and Revised Option Agreement
dated as of December 30, 1996 (the "Xxxxxx Restated Option Agreement").
9. Xxxxxxx hereby transfers and assigns to Xxxxxx Xxxxxxx, and Xxxxxx
Xxxxxxx hereby accepts from Xxxxxxx, the transfer of the obligations of Xxxxxxx
under the Pledge Agreement to the effect that, in the event that Xxxxxxx is ever
required to deliver any Option Shares to NCFC, Xxxxxx Xxxxxxx will take such
actions: (a) if the Xxxxxx Restated Option Agreement is unexercised, to assign
Page 40 of 75
-4-
to NCFC, pursuant to the form of Exhibit B annexed to the Pledge Agreement, a
portion of Xxxxxx Xxxxxxx'x portion of the Xxxxxx Restated Option Agreement,
representing half of the amount of the Option Shares required to be delivered to
NCFC by Xxxxxxx; or (b) if the Xxxxxx Restated Option Agreement has been
exercised, to assign to NCFC, a portion of Xxxxxx Xxxxxxx'x Option Shares
received as a result of any such exercise, representing half of the amount of
the Option Shares required to be delivered to NCFC by Xxxxxxx.
10. Xxxxxx Xxxxxxx covenants and agrees that, so long as the obligation
exists to provide any options, or common shares, to NCFC pursuant to the Pledge
Agreement, she will retain in her sole name a sufficient portion of such option,
or a sufficient portion of common shares, or both, to enable her to fulfill her
obligations pursuant to paragraph 8 of this Securities Document.
11. Xxxxxxx hereby transfers to Xxxxxx Xxxxxxx half of his right to
receive back from NCFC the Pledged Shares. In the event that the Pledged Shares
are ever returned, in whole or in part, by NCFC to Xxxxxxx, Xxxxxxx agrees to
transfer half of those Pledged Shares to Xxxxxx Xxxxxxx, such transfer to be
effective as of the date of this Securities Document.
The Board of Directors of Delta has approved the assignment of the portion
of the 1992 Option Agreement which is being effectuated by this Securities
Document. The original 1992 Option Agreement is annexed hereto for cancellation
upon issuance: (a) to Xxxxxxx of an Amended and Restated Option Agreement for
652,175 Option Shares; and (b) to Xxxxxx Xxxxxxx of an Amended and Restated
Option Agreement for 652,175 Option Shares.
IN WITNESS WHEREOF, this Securities Transfer Document has been executed as
of the date set forth below.
January 13, 1997 /s/ Xxxxxx X. Xxxxxxx XX
---------------------------
Xxxxxx X. Xxxxxxx
January 13, 1997 /s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
January 13, 1997 DELTA COMPUTEC INC.
By: /s/ Xxxx XxXxxx
------------------------
Xxxx XxXxxx, President
January 13, 1997 DELTA DATA NET, INC.
By: /s/ Xxxx XxXxxx
------------------------
Xxxx XxXxxx, President
Page 41 of 75
-5-
THE SECURITIES REPRESENTED BY THIS SECOND AMENDED AND RESTATED OCTOBER 1992
OPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("ACT"), OR APPLICABLE STATE SECURITIES LAWS ("STATE ACTS"), AND CAN NOT
BE SOLD, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED UNLESS IN COMPLIANCE
WITH THE ACT AND STATE ACTS AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER.
DELTA COMPUTEC INC.
SECOND AMENDED AND RESTATED OCTOBER 1992 OPTION AGREEMENT
XXXXXX X. XXXXXXX XX - 652,175 Common Shares
Option to Purchase Six Hundred Fifty-two Thousand One Hundred Seventy-five
(652,175) common shares of Delta Computec Inc.
Date of Original Issue: October 28, 1992
Date of amendment and restatement: February 16, 1995.
Date of Second Amendment and Restatement: February 19, 1997
This Second Amended and Restated October 1992 Option Agreement (the
"Second Restated October 1992 Option Agreement"), is issued in accordance with a
certain Securities Transfer Document (the "Securities Transfer Document",
annexed hereto). This Second Restated October 1992 Option Agreement is issued by
Delta Computec Inc., a corporation duly organized and existing under the laws of
the State of New York (herein referred to as "Delta"), with an office for the
conduct of business located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000,
and Xxxxxx X. Xxxxxxx XX (the "OPTIONEE" or "XXXXXX XXXXXXX"), for value
previously received by Delta.
This Second Restated October 1992 Option Agreement grants an option (the
"Option") to OPTIONEE to purchase up to Six Hundred Fifty-two Thousand One
Hundred Seventy-five (652,175) common shares of Delta (the "Option Shares"),
pursuant to the terms and conditions set forth in this Second Restated October
1992 Option Agreement. This Second Restated October 1992 Option Agreement is
issued in replacement for an Option Agreement originally issued to XXXXXX
XXXXXXX on October 28, 1992, in the face amount of One Million Three Hundred
Four Thousand Three Hundred Fifty (1,304,350) common shares (the "Original
October 1992 Option Agreement"), and amended and restated on February 16, 1995,
to extend the expiration date from October 28, 1995, to January 31, 1998 (the
"First Restated October 1992 Option Agreement").
This Second Restated October 1992 Option Agreement is also issued in
recognition of a transfer of one-half of the Option from XXXXXX XXXXXXX to his
spouse, Xxxxxx X. Xxxxxxx ("XXXXXX XXXXXXX") on February 19, 1997, pursuant to
the Securities Transfer Document, while retaining in XXXXXX XXXXXXX the
remaining one-half of the Option. The transfer of a portion of the Original
October 1992 Option Agreement from XXXXXX XXXXXXX to XXXXXX XXXXXXX was
consented to and approved by Delta's Board of Directors.
Page 42 of 75
The Option Shares shall be purchasable at a price for each common share of
forty-six cents ($.46). The Option shall be exercisable, in whole or in part, at
any time from and after the date of its original issuance, through 3:00 P.M. on
January 31, 1998 (the "Exercise Date"). A partial exercise of the Option must be
an exercise of at least One Hundred Thousand (100,000) Option Shares. In order
to exercise all or any part of this Option, OPTIONEE shall be required to
complete, execute and transmit to Delta, the Option Exercise Form annexed to
this Option Agreement as Exhibit A, and, simultaneously therewith, to remit to
Delta by cashier's check or certified check, funds for each Option Share as to
which the Option Exercise Form applies. This Second Restated October 1992 Option
Agreement is not transferrable and the original option was not exercisable
before June 2, 1993. Delta acknowledges that the Original October 1992 Option
Agreement was issued for financial consulting and loan accommodation services
rendered by XXXXXX XXXXXXX to Delta, and was not, in any manner, issued to
XXXXXX XXXXXXX for services rendered, or to be rendered, to Delta as a director.
The Original October 1992 Option Agreement was subject to ratification at the
next annual or special meeting of shareholders of Delta.
As of the date of the Original October 1992 Option Agreement, and as of
the date of this Second Restated October 1992 Option Agreement, Delta represents
to OPTIONEE that the capitalization of Delta consists of 20,000,000 authorized
common shares, $.01 par value, of which 3,072,325 common shares were issued and
outstanding as of October 28, 1992, and of which 6,811,575 common shares were
issued an outstanding as of February 19, 1997, and 5,000,000 authorized
preferred shares, $.01 par value, of which no preferred shares have ever been
issued or outstanding. As of the date of this Second Restated October 1992
Option Agreement, Delta has authority to issue up to 600,000 common shares
pursuant to an Incentive Stock Option Plan and up to 100,000 common shares
pursuant to a Non-qualified Option Plan for directors, some of which common
shares pursuant to each plan have been issued.
The Exercise Price shall be subject to adjustment from time to time as
follows:
If Delta shall: (A) pay a dividend or other distribution on its capital
stock in its common shares; (B) subdivide its outstanding common shares into a
greater number of common shares; or (C) combine its outstanding common shares
into a smaller number of common shares; then the Exercise Price in effect
immediately prior to the occurrence of any event set forth in subclauses (A),
(B) or (C) of this sentence, shall be adjusted proportionately to the effect
that OPTIONEE, upon submission of an Option Exercise Form relating to all or any
part of the Option Shares, after the record date fixing shareholders to be
affected by such event, shall be entitled to receive upon exercise the number of
such common shares of Delta which OPTIONEE would have been entitled to receive
after the happening of such event set forth in subclauses (A), (B)
Page 43 of 75
or (C) had any such exercise occurred immediately prior to such record date.
Such adjustment shall be made whenever any such event shall occur, and also
shall be effective retroactively as to any exercise which occurs between such
record date and the date of the occurrence of any such event set forth in
subclauses (A), (B) or (C) of the first sentence of this paragraph.
In the event of any: (i) consolidation or merger of Delta (other than a
consolidation or merger in which Delta is the surviving entity); (ii) sale,
conveyance, lease, or transfer of all or substantially all of the property or
assets of Delta; (iii) reclassification, capital reorganization or change in
Delta's common shares (other than solely a change in par value, or from par
value to no par value); or (iv) consolidation or merger of another entity into
Delta in which there is a reclassification or change of Delta's common shares,
then, and in each such event, OPTIONEE shall have the right thereafter to
convert the Option Shares then represented by this Second Restated October 1992
Option Agreement into the kind and amount of capital shares and other securities
and property receivable upon such capitalization, reclassification, sale,
merger, or other change, by holders of the number of Option Shares as to which
this Second Restated October 1992 Option Agreement might have been exercised
immediately prior to the occurrence of any such event.
In case this Second Restated October 1992 Option Agreement is exercised in
part only, upon transmittal of an Option Exercise Form to Delta at its principal
offices together with the required payment, Delta shall cancel this Second
Restated October 1992 Option Agreement and authenticate and deliver to OPTIONEE
a new Second Restated October 1992 Option Agreement relating to the number of
Option Shares of the unexpired portion of this Second Restated October 1992
Option Agreement, with the same terms and conditions contained in this Second
Restated October 1992 Option Agreement.
In case this Second Restated October 1992 Option Agreement is exercised in
full, OPTIONEE shall be required to surrender this Second Restated October 1992
Option Agreement to Delta, and, upon surrender of this Second Restated October
1992 Option Agreement to Delta at its principal offices, this Second Restated
October 1992 Option Agreement shall be cancelled by Delta and shall be of no
further force and effect.
No fractional shares will be issued upon any exercise, but an adjustment
in cash will be made at a rate equal to the closing price for the common shares
of Delta on the National Association of Securities Dealers Automated Quotations
System ("NASDAQ") (or on any market then obtaining to the Delta common shares),
at the close of business three (3) days prior to the receipt by Delta of the
Option Exercise Form, in respect of any fraction of a share which would
otherwise be issuable upon the submission of an Option Exercise Form conversion.
Page 44 of 75
If at any time Delta shall propose: (a) to fix a record date for the
making of any monetary distribution, or the distribution or issuance of stock or
securities, or to effect the subdivision or combination of the outstanding
common shares of Delta; or (b) to effect any reclassification or change of
outstanding common shares of Delta, through any consolidation, merger,
conveyance, transfer or other disposition; or (c) to effect any liquidation,
dissolution or winding up of Delta; then, and in any one or more of such cases,
Delta shall cause notice thereof to be mailed to OPTIONEE at such address as
appears on the Option Register at least 20 Business Days prior to the date on
which: (i) the books of Delta shall close, or a record be taken, for such
distribution, subdivision, combination or change to the Certificate of
Incorporation; or (ii) such subdivision or combination (if the books are not
closed and no record is taken therefor) or such reclassification, change,
consolidation, merger, conveyance, transfer, liquidation, dissolution, or
winding-up shall be effective, as the case may be.
Delta covenants that it will at all times reserve and keep available,
solely for the purpose of issuance or delivery upon exercise of this Second
Restated October 1992 Option Agreement as herein provided, such number of common
shares of Delta as shall be issuable upon the exercise of this Second Restated
October 1992 Option Agreement. Delta covenants that all of its common shares so
reserved, shall, upon payment therefor as set forth in this Second Restated
October 1992 Option Agreement, and upon issuance in accordance with the terms
and conditions of this Second Restated October 1992 Option Agreement, be duly
and validly issued and fully paid and non-assessable.
As promptly as is reasonably practicable after any exercise of the Option
as herein provided, Delta shall deliver or cause to be delivered at the office
of Delta certificates representing the number of fully paid and non-assessable
common shares of Delta as to which this Second Restated October 1992 Option
Agreement may be exercised in accordance with the provisions of this Second
Restated October 1992 Option Agreement and a check or cash in respect of any
fraction of a common share.
Delta shall maintain or cause to be maintained an Option Agreement
Register (the "Option Register") at Delta's offices in Rochester, New York or
Teterboro, New Jersey, listing the names and addresses of all holders of Second
Restated October 1992 Option Agreements in form and substance similar to this
Second Restated October 1992 Option Agreement, now or hereafter arising.
After the issuance date of this Second Restated October 1992 Option
Agreement, OPTIONEE shall, in the case of the proposed issuance of, of the
proposed granting by Delta of, rights or options to purchase Delta's voting
shares of any class or any shares or other securities convertible into or
carrying rights or options to purchase its voting shares of any class, be
notified in writing by the Board of Directors of Delta at least twenty (20)
Page 45 of 75
days prior to the proposed issuance of such shares or options, and shall have
the option to purchase the shares or securities so offered for sale, or have
granted to OPTIONEE options for the shares or other securities so optioned
("HOLDER'S OPTION"), in such proportions as would, if the HOLDER'S OPTION was
exercised, preserve the relative unlimited voting rights and percentage
ownership of OPTIONEE, and all other persons holding other Second Restated
October 1992 Option Agreements in form and substance similar to this Second
Restated October 1992 Option Agreement (individually, a "HOLDER" and
collectively, "HOLDERS") (taking into account securities held by Affiliated
Entities, to include but not be limited to corporations in which any HOLDER is a
majority stockholder and the persons listed on Schedule A hereto), had the
OPTIONEE fully exercised the Option granted by this Second Restated October 1992
Option Agreement at the issuance date of this Second Restated October 1992
Option Agreement (herein defined as 51% of the voting power of all common shares
of Delta on a fully diluted basis) and at a price or prices not less favorable
than the price or prices at which such shares or other securities are proposed
to be offered for sale or optioned to others, by notifying the Board of
Directors of Delta at least three (3) days prior to the proposed issuance or
optioning of such shares or securities of OPTIONEE's intention to exercise
OPTIONEE's portion of the HOLDER'S OPTION. The OPTIONEE hereby waives the
applicability of this paragraph to the issuance, or reissuance, to XXXXXX
XXXXXXX or to others, of a certain May 1995 Stock Option Agreement (as amended
and restated from time to time) whereby XXXXXX XXXXXXX was granted an option to
purchase up to 11,440,475 common shares of Delta, which May 1995 Stock Option
Agreement later had half of the rights thereunder transferred to XXXXXX XXXXXXX.
This Second Restated October 1992 Option Agreement supersedes: (i) the
Original October 1992 Option Agreement; (ii) the First Restated October 1992
Option Agreement; and (iii) any and all prior discussions and negotiations with
regard to the subject matter hereof and may only be amended by a writing
executed by Delta and OPTIONEE. This Second Restated October 1992 Option
Agreement is subject to the provisions of the Securities Transfer Document.
IN WITNESS WHEREOF, on the 19th day of February, 1997, Delta has caused
this Second Amended and Restated October 1992 Option Agreement to be executed in
its corporate name by its President, its corporate seal to be impressed hereon,
and attested by its Secretary or Assistant Secretary.
DELTA COMPUTEC INC.
By: /s/ Xxxx XxXxxx
-------------------------
Xxxx XxXxxx, President
Attest:
/s/ Xxxxxxx XxXxxxxx Accepted and agreed to
----------------------
Assistant Secretary
/s/ Xxxxxx X. Xxxxxxx XX
-------------------------
Xxxxxx X. Xxxxxxx XX
Page 46 of 75
EXHIBIT A
OPTION EXERCISE FORM
The undersigned, the registered holder of the Option granted by the
Second Amended and Restated October 1992 Option Agreement issued by Delta
Computec Inc. ("Delta") on February 19, 1997, pursuant to a Securities Transfer
Document dated January 13, 1997, hereby irrevocably exercises the Option to
purchase the number of common shares of Delta set forth below, and accompanies
this exercise by the payment in full, at a price of $.46 per share, for each and
every share covered by this Option Exercise Form.
NAME OF HOLDER: ____________________________________________
ADDRESS OF HOLDER: ____________________________________________
____________________________________________
TELEPHONE (WITH AREA CODE): ____________________________________________
SOCIAL SECURITY OR
EMPLOYER I.D. NUMBER: ____________________________________________
NUMBER OF SHARES AS TO WHICH
THE OPTION IS EXERCISED
(MINIMUM OF 100,000 UNLESS
THE FACE AMOUNT OF THE RESTATED
OPTION AGREEMENT IS FOR LESS
THAN 100,000 SHARES) ____________________________________________
BALANCE OF RESTATED OPTION
AGREEMENT AFTER EXERCISE ____________________________________________
PAYMENT ATTACHED $ __________________________________________
(CERTIFIED OR
CASHIER'S CHECK)
Page 47 of 75
