Option to Purchase
43,000 Shares of Preferred Stock
and
21,500 Warrants
MICROENERGY, INC.
PURCHASE OPTION
Dated: ___________, 1996
THIS CERTIFIES that ___________, 00 Xxxx Xxxxxx, Xxx Xxxx, XX
00000(hereinafter sometimes referred to as the "Holder"), is entitled
to purchase from MICROENERGY, INC. (hereinafter referred to as the
"Company"), at the prices and during the periods as hereinafter
specified, up to 43,000 shares of Series A Cumulative Convertible
Preferred Stock, par value $.01 per share ("Preferred Stock"), and
21,500 Redeemable Class A Warrants ("Warrants"). The Preferred Stock
is convertible into the Company's Common Stock ("Common Stock") as
described in the Registration Statement (defined below). Each
Warrant entitles the registered holder thereof to purchase one (1)
share of Preferred Stock at an exercise price of $5.25 per share.
The Warrants (hereinafter, the "Warrants") are exercisable for a
three year period, commencing ___________, 1997 (one (1) year from
the Effective Date). The Preferred Stock and Warrants shall
collectively be referred to as the "Securities." Hereinafter, the
shares of Preferred Stock and Warrants shall be referred to as an
"Option Securities" or "Securities."
The Securities have been registered under a Registration
Statement on Form SB-2 (File No. 33-_____) declared effective by the
Securities and Exchange Commission on ___________, 1996 (the
"Registration Statement"). This Option (the "Option") to purchase
43,000 shares of Preferred Stock and 21,500 Warrants was originally
issued pursuant to an underwriting agreement between the Company and
I. A. Xxxxxxxxxx & Co., as representative of the several underwriters
(the "Representative"), in connection with a public offering of
430,000 shares of Preferred Stock and 215,000 Warrants (collectively,
the "Public Securities") through the Representative, in consideration
of $64.50 received for the Option.
Except as specifically otherwise provided herein, the Preferred
Stock and the Warrants issued pursuant to this 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
___________, 1996, executed in connection with such public offering
(the "Warrant Agreement"), except that the holder shall have
registration rights under the Securities Act of 1933, as amended (the
"Act"), for the Option, the Preferred Stock and the Warrants included
in the Option, the shares of Preferred Stock underlying the Warrants,
and the shares of Common Stock underlying the Preferred Stock, as
more fully described in paragraph 6 of this Option. In the event of
any reduction of the exercise price of the Warrants included in the
Public Securities, the same changes to the Warrants included in the
Option and the components thereof shall be simultaneously effected.
1. The rights represented by this Option shall be exercised
at the prices, subject to adjustment in accordance with paragraph 8
of this Option, and during the periods as follows:
(a) Between ___________, 1997 (one (1) year from the
Effective Date) and ___________, 2001, inclusive, the Holder shall
have the option to purchase Preferred Stock and Warrants hereunder at
prices of $6.00 and $.12, respectively (subject to adjustment
pursuant to paragraph 8 hereof) (the "Exercise Price").
(b) After __________ 2001, the Holder shall have no right to
purchase any Option Securities hereunder.
2. 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); (ii) payment to the
Company of the Exercise Price then in effect for the number of Option
Securities specified in the above-mentioned purchase form together
with applicable stock transfer taxes, if any; and (iii) delivery to
the Company of a duly executed agreement signed by the person(s)
designated in the purchase form to the effect that such person(s)
agree(s) to be bound by the provisions of paragraph 6 and
subparagraphs (b), (c) and (d) of paragraph 7 hereof. 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 paragraph 2, and the person or
persons in whose name or names the certificates for shares of
Preferred Stock and Warrants shall be issuable upon such exercise
shall become the holder or holders of record of such Preferred Stock
and Warrants at that time and date. The Preferred Stock and Warrants
and the certificates for the Preferred Stock and Warrants so
purchased shall be delivered to the Holder within a reasonable time,
not exceeding ten (10) days, after the rights represented by this
Option shall have been so exercised.
3. This Option shall not be transferred, sold, assigned, or
hypothecated for a period of one (1) year from the Effective Date,
except that it 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 during such period. 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 paragraph 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 paragraph 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 Securities as are purchasable hereunder.
4. The Company covenants and agrees that all shares of
Preferred Stock which may be issued as part of the Option Securities
purchased hereunder, the Preferred Stock which may be issued upon
exercise of the Warrants and the Common Stock which may be issued
upon conversion of the Preferred Stock will, upon issuance, be duly
and validly issued, fully paid and nonassessable. 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
Preferred Stock to provide for the exercise of this Option, that it
will have authorized and reserved a sufficient number of shares of
Preferred Stock for issuance upon exercise of the Warrants included
in the Option Securities and that it will have authorized and
reserved a sufficient number of shares of Common Stock for issuance
upon conversion of the Preferred Stock.
5. This Option shall not entitle the Holder to any voting,
dividend, or other rights as a stockholder of the Company.
6. (a) During the period set forth in paragraph l(a)hereof,
the Company shall advise the Holder or its transferee, whether the
Holder holds the Option or has exercised the Option and holds Option
Securities or any of the securities underlying the Option Securities,
by written notice at least 30 days 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 (other than a registration statement on
Form S-4 or S-8 or any successor forms thereto), 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 Preferred Stock, or Warrants included in the Securities or the
Preferred Stock issuable upon the exercise of the Warrants or Common
Stock issuable upon conversion of the Preferred Stock (the
"Registrable Securities"). The Company shall 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,
use its best efforts to register and qualify any of the Registrable
Securities for sale in such states as such Holder designates provided
that the Company shall not be required to qualify as a foreign
corporation or a dealer in securities or execute a general consent to
service of process in any jurisdiction in any action and do any and
all other acts and things which may be reasonably necessary or
desirable to enable such Holders to consummate the public sale or
other disposition of the Registrable Securities, and furnish
indemnification in the manner provided in paragraph 7 hereof. The
Holder shall furnish information and indemnification as set forth in
paragraph 7 except that the maximum amount which may be recovered
from the Holder shall be limited to the amount of proceeds received
by the Holder from the sale of the Registrable Securities. The
Company shall use its best efforts to cause the managing underwriter
or underwriters of a proposed underwritten offering to permit the
holders of Registrable Securities requested to be included in the
registration to include such securities in such underwritten offering
on the same terms and conditions
as any similar securities of the Company included therein.
Notwithstanding the foregoing, if the managing underwriter or
underwriters of such offering advises the holders of Registrable
Securities that the total amount of securities which they intend to
include in such offering is such as to materially and adversely
affect the success of such offering, then the amount of securities to
be offered for the accounts of holders of Registrable Securities
shall be eliminated, reduced, or limited to the extent necessary to
reduce the total amount of securities to be included in such offering
to the amount, if any, recommended by such managing underwriter or
underwriters (any such reduction or limitation in the total amount of
Registrable Securities to be included in such offering to be borne by
the holders of Registrable Securities proposed to be included therein
pro rata). The Holder will pay its own legal fees and expenses and
any underwriting discounts and commissions on the securities sold by
such Holder and shall not be responsible for any other expenses of
such registration.
(b) If any 50% holder (as defined below) shall give notice to
the Company at any time during the period set forth in paragraph l(a)
hereof to the effect that such holder desires to register under the
Act this Option or any of the underlying securities contained in the
Option Securities underlying the Option 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 60 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, to the end that the
Option and/or any of the Securities underlying the Option Securities
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 for a period of 120 days
(including the taking of such steps as are reasonably 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 50%
holder (which for purposes hereof shall mean any direct or indirect
transferee of such 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 with respect to the
Registrable Securities on only two occasions during the term of this
Option. 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 Securities issuable upon exercise of
the Option and even though the Holder has not given notice of
exercise of the Option. The 50% holder may, at its option, request
such post-effective amendment or new registration statement during
the described period with respect to the Option or separately as to
the Preferred Stock and/or Warrants included in the Option and/or the
Preferred Stock issuable upon the exercise of the Warrants and/or the
Common Stock issuable upon the conversion of the Preferred Stock, and
such registration rights may be exercised by the 50% holder prior to
or subsequent to the exercise of the Option. Within ten business
days after receiving any such notice pursuant to this subsection (b)
of paragraph 6, 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.
Each holder electing to include its Registrable Securities in any
such offering shall provide written notice to the Company within
twenty (20) days after receipt of notice from the Company. The
failure to provide such notice to the Company shall be deemed
conclusive evidence of such holder's election not to include its
Registrable Securities in such offering. Each holder electing to
include its Registrable Securities 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. All costs and expenses of only one such post-
effective amendment or new registration statement 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 shall be entitled to postpone the filing of any
registration statement pursuant to this Section 6(b) otherwise
required to be prepared and filed by it if (i) the Company is engaged
in a material acquisition, reorganization, or divestiture, (ii) the
Company is currently engaged in a self-tender or exchange offer and
the filing of a registration statement would cause a violation of
Rule 10b-6 under the Securities Exchange Act of 1934, (iii) the
Company is engaged in an underwritten offering and the managing
underwriter has advised the Company in writing that such a
registration statement would have a material adverse effect on the
consummation of such offering or (iv) the Company is subject to an
underwriter's lock-up as a result of an underwritten public offering
and such underwriter has refused in writing, the Company's request to
waive such lock-up. In the event of such postponement, the Company
shall be required to file the registration statement pursuant to this
Section 6(b), within 60 days of the consummation of the event
requiring such postponement.
The Company will use its best efforts to 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. The Company shall supply prospectuses, and such other
documents as the Holder may reasonably request in order to facilitate
the public sale or other disposition of the Registrable Securities,
use its best efforts to register and qualify any of the Registrable
Securities for sale in such states as such holder designates,
provided that the Company shall not be required to qualify as a
foreign corporation or a dealer in securities or execute a general
consent to service of process in any jurisdiction in any action and
furnish indemnification in the manner provided in paragraph 7 hereof.
(c) The term "50% holder" as used in this paragraph 6 shall mean
the holder of at least 50% of the Preferred Stock (or the Common
Stock issuable upon conversion thereof) and the Warrants underlying
the Option (or the Preferred Stock issuable upon exercise of the
Warrants) (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 Preferred Stock (or
the Common Stock issuable upon conversion thereof) held by such owner
or owners as well as the number of shares then issuable upon exercise
of the Warrants (or the Preferred Stock issuable upon exercise of the
Warrants).
7. (a) Whenever pursuant to paragraph 6 a registration
statement relating to the Option or any shares or warrants issued or
issuable upon the exercise of any Options, is filed under the Act,
amended or supplemented, the Company will indemnify and hold harmless
each holder of the 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 or any other
Distributing Holder, for use in the preparation thereof.
(b) The Distributing Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed
said registration statement and such amendments and supplements
thereto, each person, if any, who controls the Company (within the
meaning of the Act) against any losses, claims, damages, or
liabilities, joint and several, to which the Company or any such
director, officer, or controlling person 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 for use in the
preparation thereof; and will reimburse the Company or any such
director, officer, or controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability, or action.
(c) Promptly after receipt by an indemnified party under this
paragraph 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 from any liability which it
may have to any indemnified party otherwise than under this Paragraph
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 paragraph 7
for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof.
8. The Exercise Price in effect at any time and the number
and kind of securities purchasable upon the exercise of this Option
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 Preferred Stock in shares
of Preferred Stock, (ii) subdivide or reclassify its outstanding
shares of Preferred Stock into a greater number of shares, or (iii)
combine or reclassify its outstanding shares of Preferred 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 Preferred Stock outstanding
after giving effect to such action, and the numerator of which shall
be the number of shares of Preferred Stock outstanding immediately
prior to such action. Notwithstanding anything to the contrary
contained in the Warrant Agreement, in the event an adjustment to the
Exercise Price is effected pursuant to this Subsection (a) (and a
corresponding adjustment to the number of Option Securities is made
pursuant to Subsection (d) below), the exercise price of the Warrants
shall be adjusted so that it shall equal the price determined by
multiplying the exercise price of the Warrants by a fraction, the
denominator of which shall be the number of shares of Preferred Stock
outstanding immediately after giving effect to such action and the
numerator of which shall be the number of shares of Preferred Stock
outstanding immediately prior to such action. In such event, there
shall be no adjustment to the number of shares of Preferred Stock or
other securities issuable upon exercise of the Warrants. Such
adjustment shall be made successively whenever any event listed above
shall occur.
(b) In case the Company shall fix a record date for the issuance
of rights or warrants to all holders of its Preferred Stock entitling
them to subscribe for or purchase shares of Preferred Stock (or
securities convertible into Preferred Stock) at a price (the
"Subscription Price") (or having a conversion price per share) less
than the current market price of the Preferred Stock (as defined in
Subsection (e) below) on the record date mentioned below, the
Exercise Price shall be adjusted so that the same shall equal the
price determined by multiplying the number of shares then comprising
an Option Securities by the product of the Exercise Price in effect
immediately prior to the date of such issuance multiplied by a
fraction, the numerator of which shall be the sum of the number of
shares of Preferred Stock outstanding on the record date mentioned
below and the number of additional shares of Preferred Stock which
the aggregate offering price of the total number of shares of
Preferred Stock so offered (or the aggregate conversion price of the
convertible securities so offered) would purchase at such current
market price per share of the Preferred Stock, and the denominator of
which shall be the sum of the number of shares of Preferred Stock
outstanding on such record date and the number of additional shares
of Preferred Stock offered for subscription or purchase (or into
which the convertible securities so offered are convertible). Such
adjustment shall be made successively whenever such rights or
warrants are issued and shall become effective immediately after the
record date for the determination of shareholders entitled to receive
such rights or warrants; and to the extent that shares of Preferred
Stock are not delivered (or securities convertible into Preferred
Stock are not delivered) after the expiration of such rights or
warrants the Exercise Price shall be readjusted to the Exercise Price
which would then be in effect had the adjustments made upon the
issuance of such rights or warrants been made upon the basis of
delivery of only the number of shares of Preferred Stock (or
securities convertible into Preferred Stock) actually delivered.
(c) In case the Company shall hereafter distribute to the
holders of its Preferred Stock evidences of its indebtedness or
assets (excluding cash dividends or distributions and-dividends or
distributions referred to in Subsection (a) above) or subscription
rights or warrants (excluding those referred to in Subsection (b)
above), then in each such case the Exercise Price in effect
thereafter shall be determined by multiplying the number of shares
then comprising an Option Securities by the product of the Exercise
Price in effect immediately prior thereto multiplied by a fraction,
the numerator of which shall be the total number of shares of
Preferred Stock outstanding multiplied by the current market price
per share of Preferred Stock (as defined in Subsection (e) below),
less the fair market value (as determined by the Company's Board of
Directors) of said assets or evidences of indebtedness so distributed
or of such rights or warrants, and the denominator of which shall be
the total number of shares of Preferred Stock outstanding multiplied
by such current market price per share of Preferred Stock. Such
adjustment shall be made successively whenever such a record date is
fixed. Such adjustment shall be made whenever any such distribution
is made and shall become effective immediately after the record date
for the determination of shareholders entitled to receive such
distribution.
(d) Whenever the Exercise Price payable upon exercise of this
Option is adjusted pursuant to Subsections (a), (b) or (c) above, the
number of Option Securities purchasable upon exercise of this Option
shall simultaneously be adjusted by multiplying the number of Option
Securities initially issuable upon exercise of this Option by the
Exercise Price in effect on the date hereof and dividing the product
so obtained by the Exercise Price, as adjusted.
(e) For the purpose of any computation under Subsections (b) or
(c) above, the current market price per share of Preferred Stock at
any date shall be deemed to be the average of the daily closing
prices for 20 consecutive business days before such date. The
closing price for each day shall be the last sale price regular way
or, in case no such reported sale takes place on such day, the
average of the last reported bid and asked prices regular way, in
either case on the principal national securities exchange on which
the Preferred Stock is admitted to trading or listed, or if not
listed or admitted to trading on such exchange, the average of the
highest reported bid and lowest reported asked prices as reported by
NASDAQ, or other similar organization if NASDAQ is no longer
reporting such information, or if not so available, the fair market
price as determined by the Board of Directors.
(f) No adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least
fifteen cents ($0.15) in such price; provided, however, that any
adjustments which by reason of this Subsection (i) 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 Preferred Stock, or
any subdivision, reclassification or combination of Preferred Stock,
hereafter made by the Company shall not result in any Federal Income
tax liability to the holders of Preferred Stock or securities
convertible into Preferred Stock (including Warrants issuable upon
exercise of this Option).
(g) 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
Securities issuable upon exercise of this Option and, if requested,
information describing the transactions giving rise to such
adjustments, to be mailed to the Holder, 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.
(h) In the event that at any time, as a result of an adjustment
made pursuant to Subsection (a) above, the Holder thereafter shall
become entitled to receive any shares of the Company, other than
Preferred 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
Preferred Stock contained in Subsections (a) to (g), inclusive above.
9. This Agreement shall be governed by and in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, MicroEnergy, Inc., has caused this Option to
be signed by its duly authorized officers under its corporate seal,
and this Option to be dated ___________, 1996.
MICROENERGY, INC.
By: ______________________________
Xxxxxx X. Xxxxx
Chairman
(Corporate Seal)
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,
____ Shares of Preferred Stock, $.01 par value per share, of
MicroEnergy, Inc. and _____ Warrants and herewith makes payment of
$______________ therefor, and requests that the Warrants and
certificates for shares of Preferred Stock be issued in the name(s)
of, and delivered to _________________________ whose address(es) is
(are) _____________________________________________.
Dated:
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 Securities, consisting of Preferred Stock and Warrants of
MicroEnergy, Inc., in the numbers set forth below represented by the
foregoing Option to the extent of _____ shares of Preferred Stock and
_________ Warrants, and appoints _________________________________
attorney to transfer such rights on the books of MicroEnergy, Inc.,
with full power of substitution in the premises.
Dated:
By: ______________________________
Address:
______________________________
______________________________
______________________________
In the presence of:
