The following Form of Option Agreement was entered into with the following
executive officers:
Exercise
Name Date Options Vesting Price Expiration
---- ---- ------- ------- ----- ----------
Xxxxxx Xxxxxx 04/01/98 5,000 20% per year for five years $5.00 04/01/08
Xxxxxx Xxxxxx 09/02/98 2,500 20% per year for five years $5.75 09/02/08
Xxxxxxx Xxxxxxxxxx 04/01/98 26,500 9,000 immediately $5.00 04/01/08
17,500, 20% per year for
five years
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY APPLICABLE STATE
SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF EXEMPTION
FROM REGISTRATION, UNDER THE 1933 ACT, BASED ON AN OPINION LETTER OF COUNSEL
SATISFACTORY TO THE COMPANY OR A NO-ACTION LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION.
FORM OF OPTION TO PURCHASE COMMON SHARES
OF
VDC CORPORATION LTD.
Void after _____, 2008
This certifies that, for value received, __________ ("Holder"), is
entitled, subject to the terms set forth below and prior to the Expiration Date
(as hereinafter defined), to purchase from VDC Corporation Ltd. (the "Company"),
a Bermuda corporation, Common Shares of the Company (as defined below),
commencing on the date hereof (the "Option Issue Date"), with the Notice of
Exercise attached hereto duly executed, and simultaneous payment therefor in
lawful money of the United States, at the Exercise Price as set forth in Section
2 below. The number, character and Exercise Price of the shares are subject to
adjustment as provided below. The options granted hereunder are intended to be
treated as non-qualified stock options and will not be treated as incentive
stock options under Section 422 of the Internal Revenue Code of 1986, as
amended.
1. TERM OF OPTION. Subject to compliance with the vesting
provisions identified at Paragraph 2.3 hereafter, this Option shall be
exercisable, in whole or in part, during the term commencing on the Option Issue
Date and ending at 5:00 p.m. on _____, 2008 (the "Expiration Date"), and shall
be void thereafter.
2. EXERCISE PRICE, NUMBER OF SHARES AND VESTING PROVISIONS.
2.1 NUMBER OF SHARES. The number of shares of the Company's
Common Shares, $2.00 par value per share ("Common Shares"), which may be
purchased pursuant to this Option shall be _____ shares, as adjusted pursuant to
Section 11 hereof.
2.2 EXERCISE PRICE. The Exercise Price at which this Option
may be exercised shall be $_____ per common share, as adjusted pursuant to
Section 11 hereof.
2.3 VESTING. The Options granted hereunder shall vest in
accordance with the following schedule on an aggregate basis:
(i) _____ provided Holder remains continuously employed
by the Company from _____, 1998 through _____, 1999;
(ii) _____ provided Holder remains continuously employed
by the Company from _____, 1998 through _____, 2000;
(iii) _____ provided Holder remains continuously employed
by the Company from _____, 1998 through _____, 2001;
(iv) _____ provided Holder remains continuously employed
by the Company from _____, 1998 through _____, 2002; and
(v) _____ provided Holder remains continuously employed by
the Company from _____, 1998 through _____, 2003.
Except as otherwise specifically provided herein, Holder's right in and
to any Options that do not vest at the date of termination of Holder's
employment with the Company shall lapse and terminate.
2.4. DEATH OF HOLDER AND TERMINATION.
(a) If the Holder shall die or h is employment is
terminated due to incapacity pursuant to Section 5(c) of the Employment
Agreement, dated _____, 1998, by and between the Company and the Holder (the
"Employment Agreement"), he or his estate, personal representatives, or
beneficiary, as applicable, shall have the right, subject to the provisions
of this Paragraph 2 hereof, to continue to vest and exercise the Options as
if no termination of employment had occurred.
(b) In the event Holder's employment by the Company
is terminated without "cause" or for "cause", as such terms are defined in
the Employment Agreement, or H older voluntarily terminates his employment
with the Company, Holder shall have 30 days in which to exercise the Options
(only to the extent that the Holder would have been entitled to do so as
of the date of his termination) and thereafter, Holder's right in and to the
Options shall lapse and terminate.
3. EXERCISE OF OPTION.
(a) The Exercise Price shall either be payable in cash or by
bank or certified check; or by cashless exercise through the delivery by the
Holder to the Company of Common Shares for which Holder is the record and
beneficial owner which have been held for at least six (6) months, or by
delivering to the Company a notice of exercise with an irrevocable direction to
a broker/dealer registered under the Securities Exchange Act of 1934 to sell a
sufficient portion of the shares and deliver the sale proceeds directly to the
Company to pay the Exercise Price, or by any combination thereof. If Common
Shares of the Company are tendered as payment of the Exercise Price, the value
of such shares shall be their "market value" as of the trading date immediately
preceding the date of exercise. The "market value" shall be:
(i) If the Company's Common Shares are traded in the
over-the-counter market and not on any national securities exchange nor in the
NASDAQ Reporting System, the market value shall be the average of the mean
between the last bid and ask prices per share, as reported by the National
Quotation Bureau, Inc., or an equivalent generally accepted reporting service,
for the consecutive 20 trading days immediately preceding the date of exercise,
or if not so reported, the average of the closing bid and asked prices for a
share for the consecutive 20 trading days immediately preceding the date of
exercise, as furnished to the Company by any member of the National Association
of Securities Dealers, Inc., selected by the Company for that purpose.
2
(ii) If the Company's Common Shares are traded on a
national securities exchange or in the NASDAQ Reporting System, the market value
shall be either (1) the simple average of the high and low prices at which a
share of the Company's Common Shares traded, as quoted on the NASDAQ-NMS
or its other principal exchange, for the consecutive 20 trading days immediately
preceding the date of exercise or (2) the average price of the last sale of a
Common Share as similarly quoted for the consecutive 20 trading days immediately
preceding the date of exercise, whichever is higher, and rounding out such
figure to the next higher multiple of 12.5 cents (unless the figure is already
a multiple of 12.5 cents).
If such tender would result in an issuance of a whole number of shares and a
fractional Common Share, the value of such fractional share shall be paid to the
Company in cash or by check by the Holder.
(b) The purchase rights represented by this Option are
exercisable by the Holder in whole or in part, at any time, or from time to
time, by the surrender of this Option and the Notice of Exercise annexed hereto
duly completed and executed on behalf of the Holder, at the 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).
(c) This Option shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise as provided above, and the person entitled to receive the Common Shares
issuable upon such exercise shall be treated for all purposes as the holder of
record of such shares as of the close of business on such date. As promptly as
practicable on or after such date and in any event within ten (10) days
thereafter, the Company at its expense shall issue and deliver to the person or
persons entitled to receive the same a certificate or certificates for the
number of shares issuable upon such exercise. In the event that this Option is
exercised in part, the Company at its expense will execute and deliver a new
Option of like tenor exercisable for the number of shares for which this Option
may then be exercised.
4. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this Option.
In lieu of any fractional share to which the Holder would otherwise be entitled,
the Company shall make a cash payment equal to the Exercise Price multiplied by
such fraction.
5. REPLACEMENT OF OPTION. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Option and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Option, the
Company at its expense shall execute and deliver, in lieu of this Option, a new
Option of like tenor and amount.
3
6. RIGHTS OF STOCKHOLDER. The Holder shall not be entitled to vote
or receive dividends or be deemed the holder of Common Shares or any other
securities of the Company that may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the Holder, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, or change of stock to no par
value, consolidation, merger, conveyance or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until the
Option shall have been exercised as provided herein.
7. TRANSFER OF OPTION.
7.1. NON-TRANSFERABILITY. Prior to vesting in accordance with
paragraph 2 herein, the Option shall not be assigned, transferred, pledged or
hypothecated in any way, nor subject to execution, attachment or similar
process, otherwise than by will or by the laws of descent and distribution. To
the extent the Options have vested, transfers thereof which comply with the
remaining provisions of this paragraph 7 may be undertaken upon the prior
written consent of the Company, which consent shall not be unreasonably
withheld. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, and the levy of an
execution, attachment, or similar process upon the Option, shall be null and
void and without effect.
7.2. EXCHANGE OF OPTION UPON A TRANSFER. On surrender of this
Option for exchange, properly endorsed, the Company at its expense shall issue
to or on the order of the Holder a new Option or Options of like tenor, in the
name of the Holder or as the Holder (on payment by the Holder of any applicable
transfer taxes) may direct, of the number of shares issuable upon exercise
hereof.
7.3. COMPLIANCE WITH SECURITIES LAWS; RESTRICTIONS ON TRANSFERS.
(a) The Holder of this Option, by acceptance hereof,
acknowledges that this Option and the Shares to be issued upon exercise
hereof are being acquired solely for the Holder's own account and not as a
nominee for any other party, and for investment (unless such shares are subject
to resale pursuant to an effective prospectus), and that the Holder will not
offer, sell or otherwise dispose of this Option or any Shares to be issued upon
exercise hereof except under circumstances that will not result in a violation
of applicable federal and state securities laws. Upon exercise of this Option,
the Holder shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the Common Shares so purchased are being
acquired solely for the Holder's own account and not as a nominee for any other
party, for investment (unless such shares are subject to resale pursuant to an
effective prospectus), and not with a view toward distribution or resale.
4
(b) Neither this Option nor any Common Shares issued
upon exercise of this Option may be offered for sale or sold, or otherwise
transferred or sold in any transaction which would constitute a sale thereof
within the meaning of the Securities Act of 1933, as amended (the "1933 Act"),
unless (i) such security has been registered for sale under the 1933 Act and
registered or qualified under applicable state securities laws relating to the
offer an sale of securities, or (ii) exemptions from the registration
requirements of the 1933 Act and the registration or qualification
requirements of all such state securities laws are available and the Company
shall have received an opinion of counsel satisfactory to the Company that the
proposed sale or other disposition of such securities may be effected without
registration under the 1933 Act and would not result in any violation of any
applicable state securities laws relating to the registration or qualification
of securities for sale, such counsel and such opinion to be satisfactory to the
Company.
(c) All Common Shares issued upon exercise hereof
shall be stamped or imprinted with a legend in substantially the following
form (in addition to any legend required by state securities laws).
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY APPLICABLE STATE
SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF EXEMPTION
FROM REGISTRATION, UNDER THE 1933 ACT, BASED ON AN OPINION LETTER OF COUNSEL
SATISFACTORY TO THE COMPANY OR A NO-ACTION LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION."
8. RESERVATION AND ISSUANCE OF STOCK; TAXES.
(a) The Company covenants that during the term that this Option is
exercisable, the Company will reserve from its authorized and unissued Common
Shares a sufficient number of shares to provide for the issuance of the shares
upon the exercise of this Option, and from time to time will take all steps
necessary to amend its Memorandum of Association to provide sufficient reserves
of Common Shares issuable upon the exercise of the Option.
(b) The Company further covenants that all Common Shares issuable
upon the due exercise of this Option will be free and clear from all taxes or
liens, charges and security interests created by the Company with respect to the
issuance thereof, however, the Company shall not be obligated or liable for the
payment of any taxes, liens or charges of Holder, or any other party
contemplated by Paragraph 7, incurred in connection with the issuance of this
Option or the Common Shares upon the due exercise of this Option. The Company
agrees that its issuance of this Option shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Common Shares upon the
exercise of this Option. The Common Shares issuable upon the due exercise of
this Option, will, upon issuance in accordance with the terms hereof, be duly
authorized, validly issued, fully paid and non-assessable.
(c) Upon exercise of the Option, the Company shall have the right
to require the Holder to remit to the Company an amount sufficient to satisfy
federal, state and local tax withholding requirements prior to the delivery of
any certificate for Common Shares purchased pursuant to the Option.
5
(d) A Holder who is obligated to pay the Company an amount required
to be withheld under applicable tax withholding requirements may pay such amount
(i) in cash; (ii) in the discretion of the Company's Chief Executive Officer,
through the delivery to the Company of previously-owned Common Shares having an
aggregate market value equal to the tax obligation provided that the previously
owned shares delivered in satisfaction of the withholding obligations must have
been held by the Holder for at least six (6) months; (iii) in the discretion of
the Company's Chief Executive Officer, through the withholding of Common Shares
otherwise issuable to the Holder in connection with the Option exercise; or (iv)
in the discretion of the Company's Chief Executive Officer, through a
combination of the procedures set forth in subsections (i), (ii) and (iii) of
this Paragraph 8(d).
9. NOTICES.
(a) Whenever the Exercise Price or number of shares
purchasable hereunder shall be adjusted pursuant to Section 11 hereof, the
Company shall issue a certificate signed by its Chief Executive Officer setting
forth, in reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated, and the
Exercise Price and number of shares purchasable hereunder after giving effect to
such adjustment, and shall cause a copy of such certificate to be mailed (by
first-class mail, postage prepaid) to the Holder of this Option.
(b) All notices, advices and communications under this
Option shall be deemed to have been given, (i) in the case of personal delivery,
on the date of such delivery and (ii) in the case of mailing, on the third
business day following the date of such mailing, addressed as follows:
If to the Company:
VDC Corporation Ltd.
00 Xxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxxxx X. Xxxxx, Chief Executive Officer
With a Copy to:
Xxxxxxx X. Xxxxx, Esquire
Xxxxxxxx Ingersoll Professional Corporation
Eleven Penn Center
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
and to the Holder:
at the address of the Holder appearing on the books
of the Company or the Company's transfer agent, if
any.
6
Either of the Company or the Holder may from time to time change the
address to which notices to it are to be mailed hereunder by notice in
accordance with the provisions of this Paragraph 9.
10. AMENDMENTS.
(a) Any term of this Option may be amended with the written
consent of the Company and the Holder. Any amendment effected in accordance with
this Section 10 shall be binding upon the Holder, each future holder and the
Company.
(b) No waivers of, or exceptions to, any term, condition or
provision of this Option, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing waiver of any such term, condition or
provision.
11. ADJUSTMENTS. The number of Shares purchasable hereunder and the
Exercise Price are subject to adjustment from time to time upon the occurrence
of certain events, as follows:
11.1. REORGANIZATION, MERGER OR SALE OF ASSETS. If at any time
while this Option, or any portion thereof, is outstanding and unexpired there
shall be (i) a reorganization (other than a combination, reclassification,
exchange or subdivision of shares otherwise provided for herein), (ii) a merger
or consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a merger in which the Company is the
surviving entity but the shares of the Company's capital stock outstanding
immediately prior to the merger are converted by virtue of the merger into other
property, whether in the form of securities, cash or otherwise, or (iii) a sale
or transfer of substantially all of the Company's properties and assets as, or
substantially as, an entirety to any other person, then, as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the holder of this Option shall upon such reorganization,
merger, consolidation or sale or transfer, have the right by exercising such
Option, to purchase the kind and number of Common Shares or other securities or
property (including cash) otherwise receivable upon such reorganization, merger,
consolidation or sale or transfer by a holder of the number of Common Shares
that might have been purchased upon exercise of such Option immediately prior to
such reorganization, merger, consolidation or sale or transfer. The foregoing
provisions of this Section 11.1 shall similarly apply to successive
reorganizations, consolidations, mergers, sales and transfers and to the stock
or securities of any other corporation that are at the time receivable upon the
exercise of this Option. If the per-share consideration payable to the Holder
hereof for shares in connection with any such transaction is in a form other
than cash or marketable securities, then the value of such consideration shall
be determined in good faith by the Company's Board of Directors. In all events,
appropriate adjustment (as determined in good faith by the Company's Board of
Directors) shall be made in the application of the provisions of this Option
with respect to the rights and interests of the Holder after the transaction, to
the end that the provisions of this Option shall be applicable after that event,
as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Option.
7
11.2. RECLASSIFICATION. If the Company, at any time while this
Option, or any portion thereof, remains outstanding and unexpired, by
reclassification of securities or otherwise, shall change any of the securities
as to which purchase rights under this Option exist into the same or a different
number of securities of any other class or classes, this Option shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the securities that
were subject to the purchase rights under this Option immediately prior to such
reclassification or other change and the Exercise Price therefor shall be
appropriately adjusted, all subject to further adjustment as provided in this
Section 11.
11.3. SPLIT, SUBDIVISION OR COMBINATION OF SHARES. If the Company
at any time while this Option, or any portion thereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which purchase
rights under this Option exist, into a different number of securities of the
same class, the Exercise Price and the number of shares issuable upon exercise
of this Option shall be proportionately adjusted.
11.4. ADJUSTMENTS FOR DIVIDENDS IN STOCK OR OTHER SECURITIES OR
PROPERTY. If while this Option, or any portion hereof, remains outstanding and
unexpired the holders of the securities as to which purchase rights under this
Option exist at the time shall have received, or, on or after the record date
fixed for the determination of eligible Stockholders, shall have become entitled
to receive, without payment therefor, other or additional stock or other
securities or property (other than cash) of the Company by way of dividend, then
and in each case, this Option shall represent the right to acquire, in addition
to the number of shares of the security receivable upon exercise of this Option,
and without payment of any additional consideration therefor, the amount of such
other or additional stock or other securities or property (other than cash) of
the Company that such holder would hold on the date of such exercise had it been
the holder of record of the security receivable upon exercise of this Option on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all other
additional stock, other securities or property available by this Option as
aforesaid during such period.
11.5 NECESSARY OR APPROPRIATE ACTION. The Company will not, by
any voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Company, but will
at all times in good faith assist in the carrying out of all the provisions of
this Section 11 and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holders of this Option against
impairment.
12. REGISTRATION RIGHTS. The Holder shall be entitled to the
registration rights set forth in that certain Registration Rights Agreement of
even date herewith by and between the Company and such Holder.
8
13. SEVERABILITY. Whenever possible, each provision of this Option
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Option is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this Option
in such jurisdiction or affect the validity, legality or enforceability of any
provision in any other jurisdiction, but this Option shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
14. GOVERNING LAW. The corporate law of the current jurisdiction of
incorporation of the Company shall govern all issues and questions concerning
the relative rights of the Company and its stockholders. All other questions
concerning the construction, validity, interpretation and enforceability of this
Option and the exhibits and schedules hereto shall be governed by, and construed
in accordance with, the laws of the current jurisdiction of incorporation of the
Company, without giving effect to any choice of law or conflict of law rules or
provisions that would cause the application of the laws of any jurisdiction
other than those of the current jurisdiction of incorporation of the Company.
For the purposes of this Section 14, the term "current" shall mean the time at
which any dispute, issue or question shall arise hereunder.
15. JURISDICTION. The Holder and the Company agree to submit to
personal jurisdiction and to waive any objection as to venue in the federal or
state courts located in Philadelphia, Pennsylvania. Service of process on the
Company or the Holder in any action arising out of or relating to this Option
shall be effective if mailed to such party at the address listed in Section 9
hereof.
16. ARBITRATION. If a dispute arises as to interpretation of this
Option, it shall be decided finally by three arbitrators in an arbitration
proceeding conforming to the Rules of the American Arbitration Association
applicable to commercial arbitration. The arbitrators shall be appointed as
follows: one by the Company, one by the Holder and the third by the said two
arbitrators, or, if they cannot agree, then the third arbitrator shall be
appointed by the American Arbitration Association. The third arbitrator shall be
chairman of the panel and shall be impartial. The arbitration shall take place
in Philadelphia, Pennsylvania. The decision of a majority of the Arbitrators
shall be conclusively binding upon the parties and final, and such decision
shall be enforceable as a judgment in any court of competent jurisdiction. Each
party shall pay the fees and expenses of the arbitrator appointed by it, its
counsel and its witnesses. The parties shall share equally the fees and expenses
of the impartial arbitrator.
17. CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. The
execution, delivery and performance by the Company of this Agreement: (i) are
within the Company's corporate power; (ii) have been duly authorized by all
necessary or proper corporate action; (iii) are not in contravention of the
Company's memorandum of association or bye-laws; (iv) will not violate in any
material respect, any law or regulation, including any and all Federal and state
securities laws, or any order or decree of any court or governmental
instrumentality; and (v) will not, in any material respect, conflict with or
result in the breach or termination of, or constitute a default under any
agreement or other material instrument to which the Company is a party or by
which the Company is bound.
9
18. SUCCESSORS AND ASSIGNS. This Option shall inure to the benefit
of and be binding on the respective successors, assigns and legal
representatives of the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Option to be executed by
its officers thereunto duly authorized.
Dated: _____, 1998
VDC CORPORATION LTD.
---------------------------------
Xxxxxxxxx X. Xxxxx, Chief Executive Officer
HOLDER:
--------------------------------
10
NOTICE OF EXERCISE
TO: [_____________________________]
(1) The undersigned hereby elects to purchase _______ Common Shares
of VDC Corporation Ltd. pursuant to the terms of the attached Option, and
tenders herewith payment of the purchase price for such shares in full.
(2) In exercising this Option, the undersigned hereby confirms and
acknowledges that the Common Shares to be issued upon conversion thereof are
being acquired solely for the account of the undersigned and not as a nominee
for any other party, and for investment (unless such shares are subject to
resale pursuant to an effective prospectus), and that the undersigned will not
offer, sell or otherwise dispose of any such Common Shares except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.
(3) Please issue a certificate or certificates representing said
Common Shares in the name of the undersigned or in such other name as is
specified below:
-----------------------------------
(Name)
-----------------------------------
(Name)
-------------------------- -----------------------------------
(Date) (Signature)
11
