Exhibit 4.5
OPTION TO PURCHASE COMMON STOCK
OF
MED GEN, INC.
FOR VALUE RECEIVED Med Gen, Inc., a Nevada corporation (the
"Company"), grants the following rights to Xxxx Xxxxxxx ("Holder").
ARTICLE 1. DEFINITIONS
As used herein, the following terms shall have the following meanings,
unless the context shall otherwise require:
(a) "Common Stock" shall mean the common stock, par value $0.001 per
share, of the Company.
(b) "Corporate Office" shall mean the office of the Company (or its
successor) at which at any particular time its principal business
shall be administered, which office is located at the date hereof at
0000 Xxxx Xxxxxxxx Xxxx Xxxx, Xxx.000, Xxxx Xxxxx, XX 00000.
(c) "Exercise Date" shall mean any date upon which the Holder shall
give the Company a Notice of Exercise, which shall be deemed the
date the Notice of Exercise was first deposited in the U.S. Mails, if
mailed, or the date received by the courier company if delivered by
recognized courier company, or the date received by the Company if
otherwise given or delivered.
(d) "Exercise Price" shall mean the price to be paid to the Company
for each share of Common Stock to be purchased upon exercise of this
Option in accordance with the terms hereof, which shall be $0.20 per
share.
(e) "Expiration Date" shall mean 5:00 PM (Eastern time) on June 17,
2007.
(f) "SEC" shall mean the United States Securities and Exchange
Commission.
ARTICLE 2. EXERCISE
2.1 Exercise of Option: This Option shall entitle Holder to purchase
1,500,000 shares of Common Stock (the Shares@) at the Exercise Price.
This Option shall be exercisable at any time and from time to time
prior to the Expiration Date (the "Exercise Period") upon execution.
This Option and the right to purchase Shares hereunder shall expire
and become void at the Expiration Date.
Exhibit 4.5 - Pg. 1
2.2 Manner of Exercise
(a) Holder may exercise this Option at any time and from time
to time during the Exercise Period, in whole or in part (but not in
denominations of fewer than 5,000 Shares, except upon an exercise of
this Option with respect to the remaining balance of Shares
purchasable hereunder at the time of exercise), by delivering to the
Company at its Corporate Office (i) a duly executed Notice of Exercise
in substantially the form attached as Appendix I hereto and (ii) a
bank cashier's or certified check for the aggregate Exercise Price of
the Shares being purchased.
(b) From time to time upon exercise of this Option, in whole or
part, in accordance with its terms, the Company will cause its
transfer agent to countersign and deliver stock certificates to the
Holder representing the number of Shares being purchased pursuant to
such exercise, subject to adjustment as described herein.
(c) Promptly following any exercise of this Option, if the
Option has not been fully exercised and has not expired, the Company
will deliver to the Holder a new Option for the balance of the Shares
covered hereby.
(d) At the option of the Holder, upon delivering to the
Company the Notification of Exercise, instead of delivering the
Exercise Price hereunder, Xxxxxx shall notify the Company to sell the
number of Shares being purchased pursuant to such exercise and deliver
to the Holder the sales price of the Shares, less all expenses
incurred in connection with the sale of the Shares, less the Exercise
Price.
2.3 Termination: All rights of the Holder in this Option, to the
extent they have not been exercised, shall terminate on the Expiration
Date.
(a) No Right Prior to Exercise: Prior to its exercise pursuant
to Section 2.2 above, this Option shall not entitle the Holder to any
voting or other rights as holder of Shares.
(b) Adjustments: In case of any reclassification, capital
reorganization, stock dividend, or other change of outstanding shares
of Common Stock, or in case of any consolidation or merger of the
Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and which
does not result in any reclassification, capital reorganization, stock
dividend, or other change of outstanding shares of Common Stock), or
in case of any sale or conveyance to another corporation of the
property of the Company as, or substantially as, an entirety (other
than a sale/leaseback, mortgage or other financing transaction), the
Company shall cause effective provision to be made so that the Holder
shall have the right thereafter, by exercising this Option, to
purchase the kind and number of shares of stock or other securities or
property (including cash) receivable upon such reclassification,
capital reorganization, stock dividend, or other change,
consolidation, merger, sale or conveyance as the Holder would have
been entitled to receive had the Holder exercised this Option in full
immediately before such reclassification, capital reorganization,
Exhibit 4.5 - Pg. 2
stock dividend, or other change, consolidation, merger, sale or
conveyance. Any such provision shall include provision for
adjustments that shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Section 2.3. The foregoing
provisions shall similarly apply to successive reclassifications,
capital reorganizations, stock dividends, and other changes of
outstanding shares of Common Stock and to successive consolidations,
mergers, sales or conveyances.
(c) Fractional Shares: No fractional Shares shall be issuable
upon exercise or conversion of this Option and the number of Shares to
be issued shall be rounded down to the nearest whole Share. If a
fractional Share interest arises upon any exercise or conversion of
the Option, the Company shall eliminate such fractional Share interest
by paying Holder the amount computed by multiplying the fractional
interest by the closing bid price of a full Share on the date of the
Notice of Exercise.
ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY
3.1 Representations and Warranties
The Company hereby represents and Warrants to the Holder as
follows:
(a) All Shares which may be issued upon the exercise of the
purchase right represented by this Option shall, upon issuance, by
duly authorized, validly issued, fully-paid and nonassessable, and
free of any liens and encumbrances except for restrictions on transfer
provided for herein or under applicable federal and state securities
laws, and not subject to any pre-emptive rights.
(b) The Company is a corporation duly organized and validly
existing under the laws of the State of Nevada, and has the full power
and authority to issue this Option and to comply with the terms
hereof. The execution, delivery and performance by the Company of its
obligations under this Option, including, without limitation, the
issuance of the Shares upon any exercise of the Option, have been duly
authorized by all necessary corporate action. This Option has been
duly executed and delivered by the Company and is a valid and binding
obligation of the Company, enforceable in accordance with its terms,
except as enforcement may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting enforceability of
creditors' rights generally and except as the availability of the
remedy of specific enforcement, injunctive relief or other equitable
relief is subject to the discretion of the court before which any
proceeding therefore may be brought.
(c) The Company is not subject to or bound by any provision of
any certificate or articles of incorporation or by-laws, mortgage,
deed of trust, lease, note, bond, indenture, other instrument or
agreement, license, permit, trust, custodianship, other restriction or
any applicable provision of any law, statute, any court, governmental
body, administrative agency or arbitrator which could prevent or be
violated by or under which there would be a default (or right of
termination) as a result of the execution, delivery and performance by
the Company of this Option.
Exhibit 4.5 - Pg. 3
ARTICLE 4. MISCELLANEOUS
(a) Transfer: This Option may not be transferred or assigned,
in whole or in part, at any time without the consent of the Company.
(b) Loss, Theft, Destruction or Mutilation: If this Option
shall become mutilated or defaced or be destroyed, lost or stolen, the
Company shall execute and deliver a new Option in exchange for and
upon surrender and cancellation of such mutilated or defaced Option
or, in lieu of and in substitution for such Options so destroyed, lost
or stolen, upon the Holder filing with the Company evidence
satisfactory to it that such Option has been so mutilated, defaced,
destroyed, lost or stolen. However, the Company shall be entitled, as
a condition to the execution and delivery of such new Option, to
demand indemnity satisfactory to it and payment of the expenses and
charges incurred in connection with the delivery of such new Option.
Any Option so surrendered to the Company shall be canceled.
(c) Notices: All notices and other communications from the
Company to the Holder or vice versa shall be deemed delivered and
effective when given personally, by facsimile transmission and
confirmed in writing, or mailed by first-class registered or certified
mail, postage prepaid, at such address and/or facsimile number as may
have been furnished to the Company or the Holder, as the case may be,
in writing by the Company or the Holder from time to time; provided,
however, that the Notice of Exercise may not be delivered by facsimile
transmission.
(d) Waiver: This Option and any term hereof may be changed,
waived, or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or
termination is sought.
(e) Governing Law: This Option shall be governed by and
construed in accordance with the laws of the State of Nevada, without
giving effect to its principles regarding conflicts of law.
Dated:________________ MED GEN, INC.
By:__/s/Xxxx Xxxxxxxx________
Xxxx Xxxxxxxx, President
Attest:__/s/[illegible]____
Exhibit 4.5 - Pg. 4
APPENDIX I
NOTICE OF EXERCISE
1. The undersigned hereby elects to purchase ____________ shares of
the Common Stock of Med Gen, Inc. pursuant to the terms of the
attached Option, and tenders herewith payment of the purchase price of
such shares in full.
2. Please issue a certificate or certificates representing said
shares in the name of the undersigned or in such other name as
specified below.
(Name)
(Address)
Holder:
--------------------------------- --------------------
(Signature) (Date)
Exhibit 4.5 - Pg. 5
