EXHIBIT 4.5
FORM OF UNIT PURCHASE OPTION
THE REGISTERED HOLDER OF THIS OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT
WILL NOT SELL, ASSIGN, PLEDGE, HYPOTHECATE OR OTHERWISE TRANSFER THIS OPTION
EXCEPT AS HEREIN PROVIDED. THIS OPTION HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER THE SECURITIES LAWS OF
ANY STATE.
VOID AFTER 5:00 P.M. HOUSTON TIME, December 31, 1996
OPTION AGREEMENT
This Option Agreement (the "Agreement") is dated as of the ______ day of
October, 1995, between FLEX FINANCIAL GROUP, INC., a Texas corporation, with
its principal executive offices located at 000 Xxxxx Xxxx Xxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000 ("FLEX") and ___________________________________________,
_
________________ ("________________" and the "Registered Holder").
WHEREAS, the Company and the Registered Holder are parties to an
Agreement, dated _________________________, 1995, between the Company and the
Registered Holder, under which the Holder has subscribed for certain Notes of
the Company and which Agreement provides for the issuance of options to
purchase units of the Company's securities on terms and conditions as more
fully set forth herein; and
WHEREAS, the Company desires to provide for issuance of option
certificates (the "Option Certificates") on such terms and conditions as are
more fully set forth herein, and
NOW, THEREFORE, in consideration of the promises and mutual agreements
hereinafter set forth it is agreed that:
1. Options/Option Certificates. Each Option shall entitle the holder
(the "Registered Holder" or in the aggregate, the "Registered Holders") in
whose name the Option Certificate shall be registered on the books maintained
by the Company to purchase such number of equivalent units of securities
("Option Units" or "Option Shares") offered by the Company in an initial
public offering of its securities at an aggregate offering price of at least
$60,000 pursuant to an effective registration statement filed under the
Securities Act of 1933, as amended ("Act"), that closes prior to June 30, 1996
(the "IPO") Shares"), as determined by dividing the principal amount of Notes
subscribed for by the Registered Holder by the IPO Unit offering price,
subject to modification and adjustment as provided in Section 7. The Option
Certificate representing the right to purchase Option Units shall be executed
by the Chief Executive Officer or President and attested to by the Company's
Secretary or Assistant Secretary and delivered to the Registered Holder upon
execution of this Agreement.
Subject to the provisions of Sections 3, 5 and 6, the Company shall
deliver Option Certificates in required whole number denominations to
Registered Holders in connection with any transfer or exchange permitted under
this Agreement. Except as provided in Section 6 hereof, no Option
Certificates shall be issued except (i) Option Certificates initially issued
hereunder, (ii) Option Certificates issued on or after the initial issuance
date, upon the exercise of any Options, to evidence the unexercised Options
held by the exercising Registered Holder; or (iii) Option Certificates issued
after the initial issuance date upon any transfer or exchange of Option
Certificates or replacement of lost or mutilated Option Certificates.
2. Form and Execution of Option Certificates. The Option
Certificates shall be substantially in the form attached hereto as Exhibit A
(the "Option" and the "Option Certificate"). The Option Certificates shall be
dated as of the date of their issuance, whether on initial issuance, transfer
or exchange or in lieu of mutilated, lost, stolen or destroyed Option
Certificates. The Option Certificates shall be originally signed by the
Company's Chief Executive Officer or President, attested to by the Company's
Secretary or Assistant Secretary and embossed with the Company's seal and
shall not be valid for any purpose unless so originally signed and embossed.
3. Exercise. Subject to the provisions of Sections 4 and 7, the
Options, when evidenced by a Option Certificate and such other documents as
the Company may require, may be exercised at a price (the "Exercise Price") of
$.50 per Unit (the "Option Exercise Price"). Each Option may be exercised in
whole or in part at any time during the period commencing on the earlier of
the effective date of the IPO or January 1, 1996 and terminating at 5:00 p.m.
Houston, Texas time on December 31, 1996 (the "Termination Date"). Each
Option shall be deemed to have been exercised immediately prior to the close
of business on the date (the "Exercise Date") of the surrender for exercise of
the Option Certificate. The exercise form attached hereto as Exhibit B shall
be executed by the Registered Holder or his attorney duly authorized in
writing and will be delivered to the Company at its corporate office together
with payment to the order of the Company in cash or by official bank or
certified check, of an amount equal to the aggregate Exercise Price, in lawful
money of the United States of America.
Unless Option Units may not be issued as provided herein, the person
entitled to receive the number of Option Units deliverable on such exercise
shall be treated for all purposes as the holder of such Option Units as of the
close of business on the Exercise Date. In addition, the Company shall also,
at such time, verify that all of the conditions precedent to the issuance of
Option Units, set forth in Section 4, have been satisfied as of the Exercise
Date. If any one of the conditions precedent set forth in Section 4 are not
satisfied as of the Exercise Date, the Company shall return the Option
Certificate and pertinent Exercise Price payment to the exercising Registered
Holder or may hold the same until all such conditions have been satisfied.
The Company shall not be obligated to issue any fractional share interests in
Option Units issuable or deliverable on the exercise of any Option or scrip or
cash therefore and such fractional shares shall be of no value whatsoever. If
more than one Option shall be exercised at one time by the same Registered
Holder, the number of full Option Units which shall be issuable on exercise
thereof shall be computed on the basis of the aggregate number of full Option
Units issuable on such exercise
Once the Company has determined that the funds are determined to be
collected, the Company shall notify its common stock transfer agent who shall
cause a common stock share Certificate representing the exercised Options to
be issued. The Company may deem and treat the Registered Holder of the
Options at any time as the absolute owner thereof for all purposes, and the
Company shall not be affected by any notice to the contrary. The Options
shall not entitle the holder thereof to any of the rights of shareholders or
to any dividend declared on the Company' s Common Stock unless the holder
shall have exercised the Options and purchased the Option Units prior to the
record date fixed by the Board of Directors of the Company for the
determination of holders of Common Stock entitled to such dividend or other
right.
4. Reservation of Shares and Payment of Taxes. The Company covenants
that it will at all times reserve and have available from its authorized
Common Stock such number of shares as shall then be issuable on the exercise
of all outstanding Options. The Company covenants that all shares which shall
be so issuable shall be duly and validly issued, fully paid and nonassessable
and free from all taxes liens and charges with respect to such issue.
The Registered Holder(s) shall pay all documentary, stamp or similar
taxes and other governmental charges that may be imposed with respect to the
issuance of the Options, or the issuance, transfer or delivery of the Options
or any shares on exercise of the Options. In the event the shares are to be
delivered in the name other than the name of the Registered Holder of the
Option Certificate, no such delivery shall be made unless the person
requesting the same has paid to the Company the amount of any such taxes or
charges incident thereto,
5. Registration of Transfer. The Option Certificates may be
transferred in whole or in part as provided for herein. Option Certificates
to be transferred shall be surrendered to the Company at its corporate office.
The Company shall execute, issue and deliver in exchange therefor the Option
Certificate or Certificates which the holder making the transfer shall be
entitled to receive.
The Company shall keep transfer books at its corporate office which shall
register Option Certificates and the transfer thereof. On due presentment for
registration of transfer of any Option Certificate at such office, the Company
shall execute and the Company shall issue and deliver to the transferee or
transferees a new Option Certificate or Certificates representing an equal
aggregate number of Options. All Option Certificates presented for
registration of transfer or exercise shall be duly endorsed or be accompanied
by a written instrument or instruments or transferred in a form satisfactory
to the Company and the Company's counsel. The Company may require payment of
a sum sufficient to cover any tax or other government charge that may be
imposed in connection therewith.
All Option Certificates so surrendered, or surrendered for exercise or
for exchange in case of mutilated Option Certificates, shall be promptly
canceled by the Company Prior lo due presentment for registration of transfer
thereof. the Company may treat the Registered Holder(s) of any Option
Certificate as the absolute owner thereof (notwithstanding any notations of
ownership or writing thereon made by anyone other than the Company), and the
parties hereto shall not be affected by any notice to the contrary.
6. Loss or Mutilation. On receipt by the Company of evidence
satisfactory as to the ownership of the loss, theft, destruction or mutilation
of any Option Certificate, the Company shall execute and deliver in lieu
thereof, a new Option Certificate representing an equal aggregate number of
Options. In the case of loss, theft or destruction of any Option
Certificates, the individual requesting issuance of a new Option Certificate
shall be required to indemnify the Company in an amount satisfactory to the
Company. In the event an Option Certificate is mutilated, such Certificate
shall be surrendered and canceled by the Company prior to delivery of a new
Option Certificate. Applicants for a new Option Certificate shall also comply
with such other regulations and pay such other reasonable charges as the
Company may prescribe .
7. Adjustment of Exercise Price and Shares. After each adjustment of
the Exercise Price pursuant to this Section 7, the number of shares of Option
Units purchasable on the exercise of such Options shall be the number derived
by dividing such adjusted Exercise Price into the original Exercise Price, The
Exercise Price shall be subject to adjustment as follows:
(a) In the event, prior to the expiration of the Options by exercise
or by their terms, the Company shall issue any shares of its Common Stock as a
share dividend or shall subdivide the number of outstanding shares of Common
Stock into a greater number of shares, then, in either of such events, the
Exercise Price per share of Common Stock purchasable pursuant to the Options
in effect at the time of such action shall be reduced proportionately and the
number of shares purchasable pursuant to the Options shall be increased
proportionately. Conversely, in the event the Company shall reduce the number
of shares of its outstanding Common Stock by combining such shares into a
smaller number of shares, then, in such event, the Exercise Price per share
purchasable pursuant to the Options in effect at the time of such action shall
be increased proportionately and the number of shares of Common Stock at that
time purchasable pursuant to the Options shall be decreased proportionately.
Any dividend paid or distributed on the Common Stock in shares of Common Stock
of the Company shall be treated as a share dividend pursuant to the preceding
sentence. However any dividend paid or distributed on the Common Stock in
securities other than Common Stock of the Company, regardless if exercisable
for or convertible into Common Stock of the Company, shall be treated as a
share dividend pursuant to the penumbra sentence.
(b) In the event the Company, at any time while the Options shall
remain unexpired and unexercised, shall sell all or substantially all of its
property, and thereafter dissolves, liquidates or winds up its affairs, then
provision need be made as part of the terms of any such sale, dissolution,
liquidation or winding up to allow Option holders to exercise all or any
Options held, in order to receive the same kind and amount of any share,
securities or assets as may be issuable, distributable or payable on any such
sale, dissolution, liquidation or winding up with respect to each share of
Common Stock of the Company.
(c) Notwithstanding the provisions of this Section 7, no adjustment
on the Exercise Price shall be made whereby such price is adjusted in an
amount less than $0.00 or until the aggregate of such adjustments shall equal
or exceed $0.00.
(d) No adjustment of the Exercise Price shall be made as a result of
or in connection with: (i) the issuance of Common Stock of the Company
pursuant to options, warrants and share purchase agreements outstanding or in
effect on the date hereof, (ii) the establishment of additional option plans,
common stock purchase warrants or security offerings of the Company, the
modification, renewal or extension of any such plan, warrants or offerings now
in effect or hereafter created, or the issuance of Common Stock on exercise of
any such options or warrants; or (iii) the issuance of Common Stock in
connection with an acquisition or merger of any type .
(e) This Option Agreement shall be incorporated by reference on the
Option Certificates.
Before taking any action which would cause an adjustment reducing the
Exercise Price below the then par value of the shares of Common Stock issuable
upon exercise of the Options, the Company will take any corporate action which
may, in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue fully paid and nonassessable shares Of such Common
Stock at such adjusted Exercise Price.
Upon any adjustment of the Exercise Price required to be made pursuant to
Section 7, the Company within thirty (30) days thereafter shall: (i) notify
the Registered Holder of such adjustment setting forth the pertinent Exercise
Price after such adjustment and setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based; and (ii)
cause to be mailed to each of the Registered Holder(s) of the Option
Certificates written notice of such adjustment.
8. Reduction in exercise Price at Company's Option. In addition to
any adjustments made to the Exercise Price pursuant to Section 7, the
Company's Board of Directors may, in its sole discretion, reduce the Exercise
Price of the Options in effect at any time either for the life of the Options
or any shorter period of time as may be determined by the Company's Board of
Directors, The Company shall notify the Registered Holder of any such
reduction in the Exercise Price.
9. Legend. Each Option Certificate and each certificate for Option
Shares purchased under this Option shall bear a legend as follows unless such
Option or Option Shares have been registered under the Act and the issuance
complies with applicable state securities laws.
"The securities represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of 1933, as
amended (the "Act"). The securities may not be sold, assigned, pledged,
hypothecated or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with applicable state
securities laws, or the Company receives an opinion of counsel, satisfactory
to the Company and Company counsel, that such registration is not requited and
that the sale, assignment, pledge, hypothecation or transfer is in compliance
with applicable state securities laws."
10. Transfer. The Registered Holder and each Transferee Holder,
agrees that they shall not sell, assign, pledge, hypothecate or otherwise
transfer the Option or the Option Shares, in whole or in part, except pursuant
to an effective registration under the Securities Act of 1933, as amended (the
"Act") and in compliance with applicable state securities laws, or the Company
receives an opinion of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the sale, assignment,
pledge, hypothecation or transfer is in compliance with applicable federal and
state securities laws. In order to make any sale, assignment, pledge or
hypothecation, the transferor must deliver to the Company the assignment form
attached hereto duly executed and completed, together with the applicable
certificate and payment of all transfer taxes, if any, payable in connection
therewith. As to the Option, the Company shall transfer the transferred
Option on the books of the Company and shall execute and deliver a new Option
Certificate of like tenor to the appropriate assignee(s) expressly evidencing
the right to purchase the number of Option Units purchasable thereunder. As to
the Option Shares, the Company shall cause its duly authorized common stock
transfer agent to transfer the common stock being transferred.
11. Registration. If at any time or from time to time, the Company
shall determine to register any of its securities, either for its own account
or the account of a security holder or holders, in a registration statement
covering the sale of Company securities pursuant to an underwritten public
offering, the Company will: (a) promptly give to each Holder a one-time
written notice thereof (which shall include a list of the jurisdictions in
which the Company intends to attempt to qualify such securities under the
applicable blue sky or other state securities laws); and (b) include in such a
one-time registration (and any related qualification under the blue sky laws
or other compliance) and in any underwriting involved therein, all the
Registrable Securities specified in a written request or requests, made within
thirty days after receipt of such written notice from the Company, by any
Holder or Holders. In the event of registration the Company and the Holder(s)
shall execute such documents as may be reasonably required by the Company and
Company counsel to carry out such registration.
(a) Terms of Registration. The Company shall bear all fees and
expenses attendant to registering the Registrable Securities, but the
Holder(s) shall pay any and all underwriting and broker-dealer discounts,
commissions and non-accountable expenses of any underwriter or broker-dealer
selected to sell the Registrable Securities, together with the expenses of any
legal counsel selected by the Holder(s) to represent them in connection with
the sale of the Registrable Securities. The Company shall cause any
registration statement filed pursuant to the demand rights granted hereto to
remain effective for a period of sixteen months from the date of the latest
balance sheet of the audited financial statements contained therein on the
initial effective date of such registration statement.
(b) Restriction on Registration. The Company shall not be obligated
to register the Registrable Securities if such securities may be sold pursuant
to the exemption from registration as provided by Rule 144 as promulgated
under the Act, nor shall the Company be obligated to register the Registrable
Securities in any state in which the principal stockholders, officers,
directors or employees of the Company may in any way be obligated to escrow
any of their shares of Capital Stock of the Company or in a state in which the
Company may be restricted from conducting its business in any way, including
but not limited to, qualifying to do business, become subject to tax, or
restricted from issuing additional securities or incur restrictions on
compensating officers, directors or employees.
(c) Right To Redeem In Lieu of Registration. The Company may in its
sole discretion, and in lieu of registration of the Registrable Securities,
pay to the Holder(s) an amount equal to the amount which would be realized by
the Holder(s) upon sale of the Registrable Securities reduced by the Exercise
Price plus the expenses, fees and broker/dealer commissions which would be
paid by the Holder(s) in the event of registration and sale of the Registrable
Securities. The Company may elect to make such payment upon notice to the
Holder(s) within 30 days of receipt of a notice of Demand Registration
(d) Underwriting. The right of any Holder to registration shall be
conditioned upon such Holder's participation in the underwriting and the
inclusion of such Holder's Registrable Securities in the underwriting to the
extent provided herein. All Holders proposing to distribute their securities
through such underwriting shall (together with the Company and the other
holders distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section, if the underwriter determines that marketing
factors require a limitation of the number of shares to be underwritten, the
underwriter may impose restrictions on the ability of the Holder to transfer
such securities in a public distribution prior to 180 days after the effective
date of the registration statement relating thereto.
12. Modification of Agreement. The Company and the registered Holder
may by supplemental agreement make any changes or corrections in this
Agreement: (i) that they shall deem appropriate to cure any ambiguity or to
correct any defective or inconsistent provision or mistake or error herein
contained, or (ii) that they may deem necessary or desirable and which shall
not adversely affect the interest of the holders of Option Certificates.
Additionally, except as provided in Sections 7 and 8, no change in the number
or nature of the Option Shares purchasable on exercise of a Option, or
increase of the purchase price therefor shall be made without the consent in
writing of the Registered Holder or Transferee Holder of the Option
Certificate representing such Option, other than such changes as are
specifically prescribed or allowed by this Agreement.
13. Notices. All notices, demands, elections options or requests
(however characterized or described) required or authorized hereunder shall be
deemed sufficient if made in writing and sent by registered or certified mail,
return receipt requested and postage prepaid, or by tested telex, telegram or
cable to the principal office of the addressee, and if to the Registered
Holder or Transferee Holder of an Option Certificate, at the address of such
holder as set forth on the books maintained by the Company.
14. Binding Agreement. This Agreement shall be binding upon and
inure to the benefit of the Company, the Registered Holder, each Transferee
Holder and their respective successors and assigns. Nothing in this Agreement
is intended or shall be construed to confer upon any other person any right,
remedy or claim or to impose on any other person any duty, liability or
obligation.
15. Further Instruments. The parties hereto shall execute and
deliver any and all such other instruments and shall take any and all other
actions as may be reasonably necessary to carry out the intention of this
Agreement.
16. Severability. If any provision of this Agreement shall be held,
declared or pronounced void, voidable invalid, unenforceable or inoperative
for any reason by any court of competent jurisdiction, government authority or
otherwise, such holding, declaration or pronouncement shall not affect
adversely any other provision of this Agreement, which shall otherwise remain
in full force and effect and be enforced in accordance with its terms, and the
effect of such holding, declaration or pronouncement shall be limited to the
territory or jurisdiction in which made.
17. Waiver. All the rights and remedies of either party to this
Agreement are cumulative and not exclusive of any other rights and remedies as
provided by law No delay or failure on the part of either party in the
exercise of any right or remedy arising from the breach of this Agreement will
constitute a waiver of any other right or remedy . The consent of any party
where required hereunder to act or occurrence shall not be deemed to be a
consent to any other action or occurrence.
18. General Provisions. This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of Texas.
This Agreement embodies the entire agreement and understanding between the
parties and supersedes all prior agreements and understandings relating to the
subject matter hereof, and this Agreement may not be modified or amended or
any term or provisions hereof waived or discharged except in writing, signed
by the party against whom such amendment, modification, waiver or discharge is
sought to be enforced The headings of this Agreement are for convenience and
references only and shall not limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
FLEX FINANCIAL GROUP, INC.
By:_______________________________________
INVESTOR
___________________________________________
FLEX FINANCIAL GROUP, INC.
Incorporated Under the Laws of the State of Texas
No. A - ______________ Unit Purchase Options
CERTIFICATE FOR UNIT PURCHASE OPTIONS
This Option Certificate certifies that
___________________________________ or registered assigns ("Option Holder"),
is the registered owner of Options (hereinafter referred to as the
"Option(s)") expiring on December 31, 1996 ("Expiration Date"). This Option
entitles the Option Holder to purchase such number of Option Units ("Options")
from FLEX FINANCIAL GROUP, INC., a Texas corporation ("Company"), as
established pursuant to the Option Agreement, at a purchase price of $.50
per Option Unit ("Exercise Price"), commencing on the later of January 1, 1996
or the effective date of the IPO and terminating on the Expiration Date
("Exercise Period"), upon surrender of this Option Certificate with the
exercise form hereon duly completed and executed with payment of the Exercise
Price at the office of the Company being 000 Xxxxx Xxxx Xxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000, subject only to the conditions set forth herein and in a
Option Agreement dated as of ____________, 1995 (the "Option Agreement")
between the Company and __________________. The Option Holder may exercise
all or any number of Options. Reference hereby is made to the provisions on
the following pages of this Option Certificate and to the provisions of the
Option Agreement of which are incorporated by reference in and made a part of
this Option Certificate and shall for all purposes have the same effect as
though fully set forth at this place.
Upon due presentment for transfer of this Option Certificate at the
office of the Company, a new Option Certificate or Option Certificates of like
tenor and evidencing, in the aggregate a like number of Options, subject to
any adjustments made in accordance with the provisions of the Option
Agreement, shall be issued to the transferee in exchange for this Option
Certificate subject to the limitations provided in the Option Agreement upon
payment to the Company of any tax or governmental charge imposed in connection
with such transfer
The Option Holder of the Options evidenced by this Option Certificate may
exercise all or any whole number of such Options during the period and in the
manner stated hereon. The Exercise Price shall be payable in lawful money of
the United States of America and in cash or by certified or bank cashier's
check payable to the order of the Company. If, upon exercise of any Options
evidenced by this Option Certificate, the number of Options exercised shall be
less than the total number of Options so evidenced, there shall be issued to
the Option Holder a new Option Certificate evidencing the number of Options
not so exercised. No Option may be exercised after 5:00 P.M. Houston, Texas
Time on the Expiration Date, and any Option not exercised by such time shall
become void, unless extended by the Company.
The securities represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of 1933, as
amended (the "Act"). The securities may not be sold, assigned, pledged,
hypothecated or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with applicable state
securities laws, or the Company receives an opinion of counsel, satisfactory
to the Company and Company counsel, that such registration is not required and
that the sale, assignment pledge, hypothecation or transfer is in compliance
with applicable state securities laws.
IN WITNESS WHEREOF, the Company has caused this Option to be signed by
its Chief Executive Officer or President and by its Secretary or Assistant
Secretary, each by an original of his signature, and has caused an original
impression of its corporate seal to be imprinted hereon.
Dated:__________________________, 1995
____________________________ ___________________________
Signature Signature
(Seal) ____________________________
___________________________
Title
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE
COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.
FOR VALUE RECEIVED ______________________ HEREBY SELL, ASSIGN AND TRANSFER
UNTO:
PLEASE INSERT SOCIAL SECURITY
OR TAX IDENTIFICATION NUMBER
_______________________________________
___________________________________________________
(Please Print Name and Address)
___________________________________________________
___________________________________________________
If said number of Options shall not be all the Options evidenced by the
within Option Certificate, the undersigned requests that a new Option
Certificate evidencing the Options not so transferred be issued in the name of
and delivered to:
___________________________________________________
(Please Print Name and Address)
___________________________________________________
___________________________________________________
___________________________________________________
Dated:______________________________
Signature
NOTICE: The above signature must correspond with the name as written upon the
face of the within Option Certificate in every particular, without alteration
or enlargement or any change whatsoever, or if signed by any other person, the
Form of Assignment thereon must be duly executed and if the certificate
representing the shares or any Option Certificate representing Options not
exercised is to be registered in a name other than that in which the within
Option Certificate is registered, the signature of the holder hereof must be
guaranteed.
Signature Guaranteed:
___________________________________________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
EXHIBIT B
FORM OF ELECTION TO PURCHASE
(To be executed by the holder if he desires to exercise
Options evidenced by the within Option Certificate)
TO: FLEX FINANCIAL GROUP, INC.
The undersigned hereby irrevocably elects to exercise __________________
Options, evidenced by the within Option Certificate for, and to purchase
thereunder, ________________ full Option Units issuable upon exercise of said
Options and delivery of $_________________________ and any applicable taxes.
The undersigned requests that certificates for such shares be issued in
the name of:
PLEASE INSERT SOCIAL SECURITY
OR TAX IDENTIFICATION NUMBER
______________________________________
___________________________________________________
(Please Print Name and Address)
___________________________________________________
___________________________________________________
If said number of Options shall not be all the Options evidenced by the
within Option Certificate, the undersigned requests that a new Option
Certificate evidencing the Options not so exercised be issued in the name of
and delivered to:
___________________________________________________
(Please Print Name and Address)
___________________________________________________
___________________________________________________
___________________________________________________ Dated:____________________
Signature
NOTICE: The above signature must correspond with the name as written upon the
face of the within Option Certificate in every particular, without alteration
or enlargement or any change whatsoever, or if signed by any other person, the
Form of Assignment thereon must be duly executed and if the certificate
representing the shares or any Option Certificate representing Options not
exercised is to be registered in a name other than that in which the within
Option Certificate is registered, the signature of the holder hereof must be
guaranteed.
Signature Guaranteed:
___________________________________________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
