Option Transfer Document
Xxxxxx X. Xxxxxxx XX ("Xxxxxxx"), is the holder of a certain Option
Agreement dated May 1, 1995, issued by Delta Computec Inc. ("Delta"), a copy of
which is annexed hereto (the "Option Agreement"). The Option Agreement provides
in part that Xxxxxxx has the right to purchase up to 11,440,475 common shares of
Delta (the "Option Shares") upon payment of an aggregate of Ten Dollars ($10.00)
through May 20, 1999. The Option Agreement further provides that it is not
assignable without the prior written consent of Delta, which consent shall not
be unreasonably withheld.
Xxxxxxx desires to assign and transfer to Xxxxxx X. Xxxxxxx, and by the
execution of this Option Transfer Document (the "OTD") does hereby assign and
transfer to Xxxxxx X. Xxxxxxx, a portion of the Option Agreement. The portion of
the Option Agreement to be assigned (the "Assigned Portion") consists of the
right to purchase 5,720,237 Option Shares under the Option Agreement, for an
exercise price of an aggregate of Five Dollars ($5.00). Xxxxxxx is retaining for
himself the right to purchase the balance of the Option Shares, or 5,720,328
Option Shares, for an exercise price of an aggregate of Five Dollars ($5.00).
Xxxxxx X. Xxxxxxx desires to accept the Assigned Portion of the Option
Agreement, and by the execution of this OTD does hereby accept the assignment
and transfer to her of the Assigned Portion of the Option Agreement being
assigned and transferred to her by Xxxxxxx. Xxxxxx X. Xxxxxxx, by her execution
of this OTD, accepts all terms and conditions of the Option Agreement in
accordance with the assignment of the Assigned Portion of the Option Agreement,
and agrees to be bound by those terms and conditions. Included within the terms
and conditions of the Option Agreement with which Xxxxxx X. Xxxxxxx agrees to be
bound, are the terms and conditions relative to compliance with federal and
state securities statutes and regulations.
Xxxxxx X. Xxxxxxx hereby accepts the Assigned Portion of the Option
Agreement on the following additional terms and conditions:
X. Xxxxxx X. Xxxxxxx hereby grants, first to Xxxxxxx, and if not
accepted by Xxxxxxx, then to Delta, a right of first refusal (the "Right") with
regard to the Assigned Portion of the 5,720,237, Option Shares covered by the
Assigned Portion of the Option Agreement.
B. The Right requires Xxxxxx X. Xxxxxxx to provide Xxxxxxx, and
Delta, with written notice, by registered or certified mail, return receipt
requested, no less than sixty (60) days prior to the date that Xxxxxx X. Xxxxxxx
proposes to transfer to any person other than to Xxxxxxx or to Delta (a
"Third-Party Transferee"), by any means whatsoever, all or any part of the
Page 14 of 75
Assigned Portion of the Option Agreement or all or any part of the Assigned
Portion of the Option Shares, and to grant to Xxxxxxx the right to acquire the
Assigned Portion of the Option Agreement or the Assigned Portion of the Option
Shares which is proposed to be transferred to a Third-Party Transferee, upon
payment to Xxxxxx X. Xxxxxxx of the purchase price ("Purchase Price") equal to
the Purchase Price which Xxxxxx X. Xxxxxxx proposes to receive from a
Third-Party Transferee, and upon the same terms and conditions (the "Terms")
which a Third-Party Transferee would utilize to make payment of the Purchase
Price. In the event that any consideration is ever proposed to be provided to
Xxxxxx X. Xxxxxxx relative to such a proposed transfer of the Assigned Portion
of the Option Agreement or the Assigned Portion of the Option Shares which is
other than in cash or a cash equivalent, then such non-cash consideration will
be valued at its monetary equivalent for purposes of the Right. Within the 60
day period covered by the written notice, Xxxxxxx must notify Xxxxxx X. Xxxxxxx
in writing of his decision either to exercise the Right (which would require
Xxxxxxx to pay to Xxxxxx X. Xxxxxxx the equivalent of the consideration she
would have otherwise received from a proposed Third-Party Transferee at such
times, and on such Terms, as a proposed Third-Party Transferee would have paid
with regard to a proposed transfer), or to reject the Right. In the event that
Xxxxxxx either rejects the Right or does not respond in writing prior to the end
of the 60 day period, then Delta shall be entitled to exercise the Right for an
additional thirty (30) days after the expiration of the original sixty (60) day
period by paying the same Purchase Price on the same Terms as originally offered
to Xxxxxxx. If neither Xxxxxxx nor Delta has exercised the Right by the
expiration of all time periods set forth in this paragraph (B), then Xxxxxx X.
Xxxxxxx shall be free to transfer the Assigned Portion of the Option Agreement
or the Assigned Portion of the Option Shares free from the conditions of the
Right but subject to the other conditions of this OTD.
C. A proposed transfer during the life of Xxxxxx X. Xxxxxxx, either
by gift or otherwise without consideration, will require the same written
notification required by paragraph (B), and will entitled Xxxxxxx, or if he does
not accept, Delta, to receive the Assigned Portion of the Option Agreement or
the Assigned Portion of the Option Shares, without consideration. A transfer as
a result of the death of Xxxxxx X. Xxxxxxx, either by intestacy or by will,
shall entitle Xxxxxxx, or Delta if Xxxxxxx rejects such transfer, to acquire the
Assigned Portion of the Option Agreement or the Assigned Portion of the Option
Shares upon payment to the estate of Xxxxxx X. Xxxxxxx the fair market value of
the Assigned Portion of the Option Agreement or the Assigned Portion of the
Option Shares as of the date of the death of Xxxxxx X. Xxxxxxx. Such amount is
to be paid to the personal representative of Xxxxxx X. Xxxxxxx commencing six
months after the date of her death and the payments are to be completed in equal
annual portions, with interest at the prime rate of Manufacturers & Traders
Trust Company as in effect from time to time, over a five year period from the
date of her death, with a right to prepay without penalty.
Page 15 of 75
D. Anything to the contrary notwithstanding in this OTD, no transfer
shall ever be made of all or any portion of the Assigned Portion of the Option
Agreement or the Assigned Portion of the Option Shares unless a Third-Party
Transferee executes such documents as are satisfactory to Xxxxxxx, Delta and
each of their respective counsel relative to compliance with federal or state
securities statutes or regulations, and otherwise agrees to be bound by the
terms of the Restated and Reissued Option Agreement.
E. The Right to acquire the Assigned Portion of the Option Shares
shall be applicable to both the Restated and Reissued Option Agreement in the
original face amount of 5,720,237 Option Shares to which reference is made in
the following paragraph, as well as to any Option Shares ever issued as a result
of the full or partial exercise of the Restated and Reissued Option Agreement in
the original face amount of 5,720,237.
The Board of Directors of Delta has approved the assignment of the portion
of the Option Agreement which is being effectuated by this OTD. The original
Option Agreement is annexed hereto for cancellation upon issuance: (a) to
Xxxxxxx of a Restated and Reissued Option Agreement for 5,720,238 Option Shares;
and (b) to Xxxxxx X. Xxxxxxx of a Restated and Reissued Option Agreement for
5,720,237 Option Shares.
IN WITNESS WHEREOF, this Option Transfer Document has been executed as of
the date set forth below.
December 27, 1996 /s/Xxxxxx X. Xxxxxxx XX
---------------------------
Xxxxxx X. Xxxxxxx
December 27, 1996 /s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
February 19, 1997 DELTA COMPUTEC INC.
By: /s/ Xxxx XxXxxx
---------------------------
Xxxx XxXxxx, President
Page 16 of 75
