1
Exhibit 4.5
Option to Purchase
________Units
PIRANHA INTERACTIVE PUBLISHING, INC.
Unit Purchase Option
Dated: , 1997
THIS CERTIFIES THAT X.X. Xxxxx Investment Banking Corp.,
(herein sometimes called the "Holder") is entitled to purchase from Piranha
Interactive Publishing, Inc. a Nevada corporation (hereinafter called the
"Company"), at the prices and during the periods as hereinafter specified, up to
one hundred twenty thousand (120,000) Units ("Units"), each Unit consisting of
one share of the Company's Common Stock, $.001 par value, as now constituted
("Common Stock") and one Class A warrant ("Class A Warrants"). Each Class A
Warrant is exercisable to purchase one share of Common Stock at an exercise
price of $6.50 from , 1997 to , 2002. The Class A Warrants are herein
referred as the "Warrants."
The Units have been registered under a Registration Statement
on Form SB-2, (File No. 333-18605) declared effective by the Securities and
Exchange Commission on _______, 1997 (the "Registration Statement". This Option,
together with options of like tenor, constituting in the aggregate options (the
"Options") to purchase 120,000 Units, subject to adjustment in accordance with
Section 8 of this Option (the "Option Units"), was originally issued pursuant to
an underwriting agreement between the Company and X.X. Xxxxx Investment Banking
Corp., as underwriter (the "Underwriter") in connection with a public offering
(the "Offering") of 1,200,000 Units (the "Public Units") through the
Underwriter, in consideration of $120 received for the Options.
Except as specifically otherwise provided herein, the Common
Stock and the Warrants issued pursuant to the option herein granted (the
"Option") shall bear the same terms and conditions as described under the
caption "Description of Securities" in the Registration Statement, and the
Warrants shall be governed by the terms of the Warrant Agreement dated as of
_______, 1997 executed in connection with such public offering (the "Warrant
Agreement"), and except that (i) the holder shall have registration rights under
the Securities Act of 1933, as amended (the "Act"), for the Option, the Common
Stock and the Warrants included in the Option Units, and the shares of Common
Stock underlying the Warrants, as more fully described in Section 6 of this
Option and (ii) the Warrants issuable upon exercise of the Option will be
subject to redemption by the Company pursuant to the Warrant Agreement at any
time after the Option has been exercised and the Warrants underlying the Option
Units are outstanding. Any such redemption shall be on the same terms and
conditions as the Warrants included in the Public Units (the "Public Warrants").
The Company will list the Common Stock underlying this Option and, at the
Holder's request the Warrants, on the Nasdaq National Market, the Nasdaq Small
Cap
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Market or such other exchange or market as the Common Stock or Public Warrants
may then be listed or quoted. In the event of any extension of the expiration
date or reduction of the exercise price of the Public Warrants, the same changes
to the Warrants included in the Option Units shall be simultaneously effected.
1. The rights represented by this Option shall be exercised at
the prices, subject to adjustment in accordance with Section 8 of this Option
("the "Exercise Price"), and during the periods as follows:
(a) During the period from _______, 1997 to
_______, 1999 inclusive, the Holder shall have no
right to purchase any Option Units hereunder, except
that in the event of any merger, consolidation or
sale of all or substantially all the capital stock or
assets of the Company or in the case of any statutory
exchange of securities with another corporation
(including any exchange effected in connection with a
merger of another corporation into the Company)
subsequent to _______, the Holder shall have the
right to exercise this Option and the Warrants
included herein at such time and receive the kind and
amount of shares of stock and other securities and
property (including cash) which a holder of the
number of shares of Common Stock underlying this
Option and the Warrants included in this Option would
have owned or been entitled to receive had this
Option been exercised immediately prior thereto.
(b) Between _______, 1999, and _______,2002
inclusive, the Holder shall have the option to
purchase Option Units hereunder at a price of
$_______ per Unit. For purposes of the adjustments
under Section 8 hereof, the Per Share Exercise Price
shall be deemed to be $_______, subject to further
adjustment as provided in such Section 8.
(c) After _________, 2002 the Holder
shall have no right to purchase any Units hereunder.
2. (a) The rights represented by this Option may be exercised
at any time within the period above specified, in whole or in part, by (i) the
surrender of this Option (with the purchase form at the end hereof properly
executed) at the principal executive office of the Company (or such other office
or agency of the Company as it may designate by notice in writing to the Holder
at the address of the Holder appearing on the books of the Company); and (ii)
payment to the Company of the exercise price then in effect for the number of
Option Units specified in the above-mentioned purchase form together with
applicable stock transfer taxes, if any. This Option shall be deemed to have
been exercised, in whole or in part to the extent specified, immediately prior
to the close of business on the date this Option is surrendered and payment is
made in accordance with the foregoing provisions of this Section 2, and the
person or persons in whose name or names the certificates for shares of Common
Stock and Warrants shall
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be issuable upon such exercise shall become the holder or holders of record of
such Common Stock and Warrants at that time and date. The certificates for the
Common Stock and Warrants so purchased shall be delivered to the Holder as soon
as practicable but not later than ten (10) days after the rights represented by
this Option shall have been so exercised.
(b) At any time during the period above
specified, during which this Option may be exercised, the Holder may, at its
option, exchange this Option, in whole or in part (an "Option Exchange"), into
the number of Option Units determined in accordance with this Section (b), by
surrendering this Option at the principal office of the Company or at the office
of its stock transfer agent, accompanied by a notice stating such Xxxxxx's
intent to effect such exchange, the number of Option Units into which this
Option is to be exchanged and the date on which the Holder requests that such
Option Exchange occur (the "Notice of Exchange"). The Option Exchange shall take
place on the date specified in the Notice of Exchange or, if later, the date the
Notice of Exchange is received by the Company (the "Exchange Date").
Certificates for the shares of Common Stock and Warrants issuable upon such
Option Exchange and, if applicable, a new Option of like tenor evidencing the
balance of the Option Units remaining subject to this Option, shall be issued as
of the Exchange Date and delivered to the Holder within seven (7) days following
the Exchange Date. In connection with any Option Exchange, this Option shall
represent the right to subscribe for and acquire the number of Option Units
(rounded to the next highest integer) equal to (x) the number of Option Units
specified by the Holder in its Notice of Exchange up to the maximum number of
Option Units subject to this option (the "Total Number") less (y) the number of
Option Units equal to the quotient obtained by dividing (A) the product of the
Total Number and the existing Exercise Price by (B) the Fair Market Value. "Fair
Market Value" shall mean first, if there is a trading market as indicated in
Subsection (i) below for the Units, such Fair Market Value of the Units and if
there is no such trading market in the Units, then Fair Market Value shall have
the meaning indicated in Subsections (ii) through (v) below for the aggregate
value of all shares of Common Stock and Warrants which comprise a Unit:
(i) If the Units are listed on a national securities
exchange or listed or admitted to unlisted trading privileges
on such exchange or listed for trading on the Nasdaq National
Market or the Nasdaq Small Cap Market, the Fair Market Value
shall be the average of the last reported sale prices or the
average of the means of the last reported bid and asked
prices, respectively, of the Units on such exchange or market
for five (5) business days ending on the last business day
prior to the Exchange Date; or
(ii) If the Common Stock or Warrants are listed on a
national securities exchange or admitted to unlisted trading
privileges on such exchange or listed for trading on the
Nasdaq National Market or the Nasdaq Small Cap Market, the
Fair Market Value shall be the average of the last reported
sale prices or the average of the means of the last reported
bid and asked prices, respectively, of Common
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Stock or Warrants, respectively, on such exchange or market
for the five (5) business days ending on the last business day
prior to the Exchange Date; or
(iii) If the Common Stock or Warrants are not so
listed or admitted to unlisted trading privileges, the Fair
Market Value shall be the average of the means of the last
reported bid and asked prices of the Common Stock or Warrants,
respectively, for five (5) business days ending on the last
business day prior to the Exchange Date; or
(iv) If the Common Stock is not so listed or admitted
to unlisted trading privileges and bid and asked prices are
not so reported, the Fair Market Value shall be an amount, not
less than book value thereof as at the end of the most recent
fiscal year of the Company ending prior to the Exchange Date,
determined in such reasonable manner as may be prescribed by
the Board of Directors of the Company; or
(v) If the Warrants are not so listed or admitted to
unlisted trading privileges, and bid and asked prices are not
so reported for Warrants, then Fair Market Value for the
Warrants shall be an amount equal to the difference between
(i) the Fair Market Value of the shares of Common Stock and
Warrants which may be received upon the exercise of the
Warrants, as determined herein, and (ii) the Warrant Exercise
Price.
3. Neither this Option nor the underlying securities shall be
transferred, sold, assigned, or hypothecated for a period of two years
commencing on the effective date of this Option except that they may be
transferred to successors of the Holder, and may be assigned in whole or in part
to any person who is an officer of the Holder, any member participating in the
selling group relating to the Offering or any officer of such selling group
member. Any such assignment shall be effected by the Holder (i) executing the
form of assignment at the end hereof and (ii) surrendering this Option for
cancellation at the office or agency of the Company referred to in Section 2
hereof, accompanied by a certificate (signed by an officer of the Holder if the
Holder is a corporation), stating that each transferee is a permitted transferee
under this Section 3 hereof; whereupon the Company shall issue, in the name or
names specified by the Holder (including the Holder) a new Option or Options of
like tenor and representing in the aggregate rights to purchase the same number
of Option Units as are purchasable hereunder.
4. The Company covenants and agrees that all shares of Common
Stock which may be issued as part of the Option Units purchased hereunder and
the Common Stock which may be issued upon exercise of the Warrants will, upon
issuance, be duly and validly issued, fully paid and nonassessable and no
personal liability will attach to the holder thereof. The Company further
covenants and agrees that during the periods within which this Option may be
exercised, the Company will at all times have authorized and reserved a
sufficient number of shares of its Common Stock to provide for the exercise of
this Option and that it will have
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authorized and reserved a sufficient number of shares of Common Stock for
issuance upon exercise of the Warrants included in the Option Units.
5. This Option shall not entitle the Holder to any
voting rights or any other rights, or subject to the Holder to any liabilities,
as a stockholder of the Company.
6. (a) The Company shall advise the Holder or its
transferee, whether the Holder holds the Option or has exercised the Option and
holds Option Units or any of the securities underlying the Option Units, by
written notice at least four weeks prior to the filing of any post-effective
amendment to the Registration Statement or of any new registration statement or
post-effective amendment thereto under the Act covering any securities of the
Company, for its own account or for the account of others, and will for a period
of five years from the effective date of the Registration Statement, upon the
request of the Holder, include in any such post-effective amendment or
registration statement, such information as may be required to permit a public
offering of the Option, all or any of the Option Units, the Common Stock or
Warrants included in the Option Units or the Common Stock issuable upon the
exercise of the Warrants (the "Registrable Securities"); provided, however, the
right of any Holder to include its Registrable Securities in any such post
effective amendment or registration statement may be waived by the written
consent of X.X. Xxxxx Investment Banking Corp., X.X. Xxxxx & Co. Inc. or X.
Xxxxxx Xxxxx.
(b) If any Demand Holder ("Demand Holder" as
defined below) shall give notice to the Company at any time to the effect that
such holder desires to register under the Act this Option, the Option Units or
any of the underlying securities contained in the Option Units under such
circumstances that a public distribution (within the meaning of the Act) of any
such securities will be involved then the Company will promptly, but no later
than 20 days after receipt of such notice, file a post-effective amendment to
the current Registration Statement or a new registration statement pursuant to
the Act or such other form as the holder requests pursuant to the Act, to the
end that the Option, the Option Units and/or any of the securities underlying
the Option Units may be publicly sold under the Act as promptly as practicable
thereafter and the Company will use its best efforts to cause such registration
to become and remain effective (including the taking of such steps as are
necessary to obtain the removal of any stop order); provided, that such holder
shall furnish the Company with appropriate information in connection therewith
as the Company may reasonably request in writing. The Demand Holder may, at its
option, request the filing of a post-effective amendment to the current
Registration Statement or a new registration statement under the Act on one
occasion during the four year period beginning one year from the effective date
of the Registration Statement. The Holder may, at its option request the
registration of the Option and/or any of the securities underlying the Option in
a registration statement made by the Company as contemplated by Section 6(a) or
in connection with a request made pursuant to this Section 6(b) prior to
acquisition of the Option Units issuable upon exercise of the Option and even
though the Holder has not given notice of exercise of the Option. The Demand
Holder may, at its option, request such post-effective amendment or new
registration statement during the described period with respect to the Option,
the Option Units as
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a unit, or separately as to the Common Stock and/or Warrants included in the
Option Units and/or the Common Stock issuable upon the exercise of the Warrants,
and such registration rights may be exercised by the Demand Holder prior to or
subsequent to the exercise of the Option.
Within ten days after receiving any such notice pursuant to
this Section 6(b), the Company shall give notice to the other holders of the
Options, advising that the Company is proceeding with such post-effective
amendment or registration statement and offering to include therein the
securities underlying the Options of the other holders, provided that they shall
furnish the Company with such appropriate information (relating to the
intentions of such holders) in connection therewith as the Company shall
reasonably request in writing. In the event the registration statement is not
filed within the period specified herein, and in the event the registration
statement is not declared effective under the Act prior to , 200 , then at
the holders' request, the Company shall purchase the Options from the holder for
a per option price equal to the difference between (i) the Fair Market Value of
the Common Stock on the date of notice multiplied by the number of shares of
Common Stock issuable upon exercise of the Option and the underlying Warrants
and (ii) the average per share purchase price of the Option and each share of
Common Stock underlying the Option. All costs and expenses of the first such
post-effective amendment or new registration statement under this paragraph 6(b)
shall be borne by the Company, except that the holders shall bear the fees of
their own counsel and any underwriting discounts or commissions applicable to
any of the securities sold by them.
The Company will maintain such registration statement or
post-effective amendment current under the Act for a period of at least six
months (and for up to an additional three months if requested by the Holder)
from the effective date thereof.
(c) The term "Demand Holder" as used in this
Section 6 shall mean the holder of at least 50% of the Common Stock and the
Warrants underlying the Options (considered in the aggregate) and shall include
any owner or combination of owners of such securities, which ownership shall be
calculated by determining the number of shares of Common Stock held by such
owner or owners as well as the number of shares then issuable upon exercise of
the Warrants.
(d) Whenever pursuant to Section 6 a
registration statement relating to any Registrable Securities is filed under the
Act, amended or supplemented, the Company shall (i) supply prospectuses and such
other documents as the Holder may request in order to facilitate the public sale
or other disposition of the Registrable Securities, (ii) use its best efforts to
register and qualify any of the Registrable Securities for sale in such states
as such Holder designates, (iii) furnish indemnification in the manner provided
in Section 7 hereof, (iv) notify each Holder of Registrable Securities at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, contains
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to
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make the statements therein not misleading and, at the request of any such
Holder, prepare and furnish to such Holder a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not included an untrue statement of a material fact or omit to
state material fact required to be stated therein or necessary to make the
statements therein not misleading and (v) do any and all other acts and things
which may be necessary or desirable to enable such Holders to consummate the
public sale or other disposition of the Registrable Securities, The Holder shall
furnish appropriate information in connection therewith and indemnification as
set forth in Section 7.
(e) The Company shall not permit the inclusion
of any securities other than the Registrable Securities to be included in any
registration statement filed pursuant to Section 6(b) hereof without the prior
written consent of the Demand Holder.
(f) The Company shall furnish to each Holder
participating in the offering and to each underwriter, if any, a signed
counterpart, addressed to such Holder or underwriter, of (i) an opinion of
counsel to the Company, dated the effective date of such registration statement
(or, if such registration includes an underwritten public offering, an opinion
dated the date of the closing under the underwriting agreement), and (ii) if
such registration includes an underwritten public offering, a "cold comfort"
letter dated the effective date of such registration statement and dated the
date of the closing under the underwriting agreement signed by the independent
public accountants who have issued a report on the Company's financial
statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement (and
the prospectus included therein) and, in the case of such accountants' letter,
with respect to events subsequent to the date of such financial statements, as
are customarily covered in opinions of issuer's counsel and in accountants'
letters delivered to underwriters in underwritten public offerings of
securities.
(g) The Company shall deliver promptly to each
Holder participating in the offering requesting the correspondence and memoranda
described below and to the managing underwriter copies of all correspondence
between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect
to the registration statement and permit each Holder and underwriter to do such
investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonable
necessary to comply with applicable securities laws or rules of the National
Association of Securities Dealers, Inc. ("NASD"). Such investigation shall
include access to non-confidential books, records and properties and
opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable times
as any such Holder shall reasonably request.
7. (a) Whenever pursuant to Section 6 a registration statement
relating to the Registrable Securities is filed under the Act, amended or
supplemented, the Company will
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indemnify and hold harmless each holder of the Registrable Securities covered by
such registration statement, amendment or supplement (such holder being
hereinafter called the "Distributing Holder"), and each person, if any, who
controls (within the meaning of the Act) the Distributing Holder, and each
underwriter (within the meaning of the Act) of such securities and each person,
if any, who controls (within the meaning of the Act) any such underwriter,
against any losses, claims, damages or liabilities, joint or several, to which
the Distributing Holder, any such controlling person or any such underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any such registration statement or any preliminary prospectus or
final prospectus constituting a part thereof or any amendment or supplement
thereto, or arise out of or are based upon the omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and will reimburse the Distributing Holder and each such
controlling person and underwriter for any legal or other expenses reasonably
incurred by the Distributing Holder or such controlling person or underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in said registration statement, said
preliminary prospectus, said final prospectus or said amendment or supplement in
reliance upon and in conformity with written information furnished by such
Distributing Holder specifically for use in the preparation thereof.
(b) If requested by the Company prior to the
filing of any registration statement covering the Registrable Securities, each
Distributing Holder will agree, severally but not jointly, to indemnify and hold
harmless the Company against any losses, claims, damages or liabilities to which
the Company may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities arise out of or are based upon any untrue
or alleged untrue statement of any material fact contained in said registration
statement, said preliminary prospectus, said final prospectus, or said amendment
or supplement, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in said registration
statement, said preliminary prospectus, said final prospectus or said amendment
or supplement in reliance upon and in conformity with written information
furnished by such Distributing Holder specifically for use in the preparation
thereof; except that the maximum amount which may be recovered from the
Distributing Holder pursuant to this Section 7 or otherwise shall be limited to
the amount of net proceeds received by the Distributing Holder from the sale of
the Registrable Securities.
(c) Promptly after receipt by an indemnified
party under this Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party, give the indemnifying party notice of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it
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from any liability which it may have to any indemnified party otherwise than
under this Section 7.
(d) In case any such action is brought against
any indemnified party, and it notifies an indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate in, and, to the
extent that it may wish, jointly with any other indemnifying party similarly
notified to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(8) In addition to the provisions of Section 1(a) of this
Option, the Exercise Price in effect at any time and the number and kind of
securities purchasable upon the exercise of the Options shall be subject to
adjustment from time to time upon the happening of certain events as follows:
(a) In case the Company shall (i) declare a dividend
or make a distribution on its outstanding shares of Common
Stock in shares of Common Stock, (ii) subdivide or reclassify
its outstanding shares of Common Stock into a greater number
of shares, or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the
Exercise Price in effect at the time of the record date for
such dividend or distribution or of the effective date of such
subdivision, combination or reclassification shall be adjusted
so that it shall equal the price determined by multiplying the
Exercise Price by a fraction, the denominator of which shall
be the number of shares of Common Stock outstanding after
giving effect to such action, and the numerator of which shall
be the number of shares of Common Stock outstanding
immediately prior to such action. Such adjustment shall be
made successively whenever any event listed above shall occur.
(b) Whenever the Exercise Price payable upon exercise
of each Option is adjusted pursuant to Subsection (a) above,
(i) the number of shares of Common Stock included in an Option
Unit shall simultaneously be adjusted by multiplying the
number of shares of Common Stock included in Option Unit
immediately prior to such adjustment by the Exercise Price in
effect immediately prior to such adjustment and dividing the
product so obtained by the Exercise Price, as adjusted and
(ii) the number of shares of Common Stock or other securities
issuable upon exercise of the Warrants included in the Option
Units and the exercise price of such Warrants shall be
adjusted in accordance with the applicable terms of the
Warrant Agreement.
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(c) No adjustment in the Exercise Price shall be
required unless such adjustment would require an increase or
decrease of at least five cents ($0.05) in such price;
provided, however, that any adjustments which by reason of
this Subsection (c) are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment required to be made hereunder. All calculations
under this Section 8 shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be.
Anything in this Section 8 to the contrary notwithstanding,
the Company shall be entitled, but shall not be required, to
make such changes in the Exercise Price, in addition to those
required by this Section 8, as it shall determine, in its sole
discretion, to be advisable in order that any dividend or
distribution in shares of Common Stock, or any subdivision,
reclassification or combination of Common Stock, hereafter
made by the Company shall not result in any Federal Income tax
liability to the holders of Common Stock or securities
convertible into Common Stock (including Warrants issuable
upon exercise of this Option).
(d) Whenever the Exercise Price is adjusted, as
herein provided, the Company shall promptly but no later than
10 days after any request for such an adjustment by the
Holder, cause a notice setting forth the adjusted Exercise
Price and adjusted number of Option Units issuable upon
exercise of each Option and, if requested, information
describing the transactions giving rise to such adjustments,
to be mailed to the Holders, at the address set forth herein,
and shall cause a certified copy thereof to be mailed to its
transfer agent, if any. The Company may retain a firm of
independent certified public accountants selected by the Board
of Directors (who may be the regular accountants employed by
the Company) to make any computation required by this Section
8, and a certificate signed by such firm shall be conclusive
evidence of the correctness of such adjustment.
(e) In the event that at any time, as a result of an
adjustment made pursuant to Subsection (a) above, the Holder
of this Option thereafter shall become entitled to receive any
shares of the Company, other than Common Stock, thereafter the
number of such other shares so receivable upon exercise of
this Option shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the Common Stock contained
in Subsections (a) to (d), inclusive above.
(f) In case any event shall occur as to which the
other provisions of this Section 8 or Section 1(a) hereof are
not strictly applicable but as to which the failure to make
any adjustment would not fairly protect the purchase rights
represented by this Option in accordance with the essential
intent and principles hereof then, in each such case, the
Holders of Options representing the right to purchase a
majority of the Option Units may appoint a firm of independent
public
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accountants reasonably acceptable to the Company, which shall
give their opinion as to the adjustment, if any, on a basis
consistent with the essential intent and principles
established herein, necessary to preserve the purchase rights
represented by the Options. Upon receipt of such opinion, the
Company will promptly mail a copy thereof to the Holder of
this Option and shall make the adjustments described therein.
The fees and expenses of such independent public accountants
shall be borne by the Company.
9. This Agreement shall be governed by and in accordance
with the laws of the State of New York, without giving effect to the principles
of conflicts of law thereof.
IN WITNESS WHEREOF, the Company has caused this Option to be
signed by its duly authorized officers under its corporate seal, and this Option
to be dated ____________.
Piranha Interactive Publishing, Inc.
By: ______________________________
Xxxxxxx X. Xxxxxxx, President
(Corporate Seal)
Attest:
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X. Xxxx Xxxxxxxxx, XX, Vice President
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PURCHASE FORM
(To be signed only upon exercise of option)
The undersigned, the holder of the foregoing Option, hereby
irrevocably elects to exercise the purchase rights represented by such Option
for, and to purchase thereunder, Units of Piranha Interactive Publishing, Inc.,
each Unit consisting of one share of $.001 Par Value Common Stock and one Class
A Warrant to purchase one share of Common Stock, and herewith makes payment of
$_________ thereof.
Dated: _________, 19__. Instructions for Registration of Stock and
Warrants
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Print Name
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Address
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Signature
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OPTION EXCHANGE
The undersigned, pursuant to the provisions of the foregoing
Option, hereby elects to exchange its Option for _________ Units of Piranha
Interactive Publishing, Inc., consisting of one share of $.001 Par Value Common
Stock and one A Warrant to purchase one share of Common Stock, pursuant to
the Option Exchange provisions of the Option.
Dated: _____________, 19__.
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Print Name
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Address
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Signature
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TRANSFER FORM
(To be signed only upon transfer of the Option)
For value received, the undersigned hereby sells, assigns, and
transfers unto the right to purchase Units represented by the foregoing Option
to the extent of Units , and appoints _____________ attorney to transfer such
rights on the books of _____________, with full power of substitution in the
premises.
Dated: _______________, 19__
[Underwriter]
By: ________________________________________
_____________________________________________
Address
In the presence of:
