850,000 SHARES EXERCISE PRICE: $.50
STOCK OPTION AGREEMENT - LD CAPITAL, INC.
THIS STOCK OPTION AGREEMENT - LD CAPITAL, INC. (the "Option Agreement") made
and effective as of the 22nd day of October, 1997 (the "Effective Date"),
between THERMO-TILT WINDOW COMPANY, herein referred to as the "CORPORATION",
being incorporated under the laws of the State of Delaware, maintaining its
principal place of business at 0000 Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000;
and LD CAPITAL, INC., herein referred to as "CONSULTANT", of 000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
WITNESSETH:
WHEREAS, the variety of services rendered by Consultant, including general
business, management and business opportunity evaluation, merger and
acquisition location and structuring services, represents an important and
valuable aid to the conduct of the Corporation's business enterprise, and as
such Corporation deems it to be in the best interests of the Corporation to
secure the services of Consultant; and
WHEREAS, the Corporation desires to enter into this Option Agreement with the
Consultant containing the terms and conditions hereinafter set forth, and to
grant to Consultant an option to purchase shares of the Common Stock of the
Corporation.
NOW, THEREFORE, in consideration of the promises and mutual agreements of the
parties herein contained, and for other good and valuable consideration, the
parties agree as follows:
1. GRANT OF OPTION. In consideration of the foregoing, the
Corporation hereby grants and issues to Consultant the right at the election
of the Consultant (hereinafter referred to as the "Option") to purchase up to
an aggregate of 850,000 Shares of Common Stock ($.001 par value) of the
Corporation at a price of $.50 per share all of which Options shall be
exercisable, in whole or in part, at any time from a period commencing twelve
months from the Effective Date hereof and ending sixty (60) months from the
Effective Date hereof (the "Expiration Date").
1.1 ANTI-DILUTION PROVISION. The number of shares underlying the
option shall be proportionately increased in the event that the Corporation
causes to be issued additional Shares in the form of a stock dividend, stock
splits, option exercise at less than book value (with the exception of the
exercise of options under (i) the Stock Option Agreement - Xxxxxxxx, dated
October 22, 1997, by and between the Corporation and Xxxxxx X. Xxxxxxxx; (ii)
the Stock Option Agreement - Xxxxxxxx, dated October 22, 1997, by and between
the Corporation and Xxxxx Xxxxxxxx, and (iii) the Stock Option Agreement
-Xxxxxxxx, dated October 22, 1997, by and between the Corporation and
Xxxxxxx X.
Xxxxxxxx) or other such reclassification; or conversely, proportionately
decreased in the event of a reverse split or reclassification. In the event
that stockholders of the Corporation are granted the right to purchase
additional shares from the proceeds of a cash dividend by the Corporation,
such event shall be treated as a stock dividend as relates to the option.
2. METHOD OF EXERCISING OPTION. The Option may be exercised, in
whole, or in part at any time prior to 3:00 p.m. Owensboro, Kentucky Time on
the Expiration Date, by giving written notice to the Corporation to that
effect. The Option evidenced hereby shall be exercisable by the delivery to
and receipt by the Corporation of (a) this original Option Agreement (b) a
written Notice of Election to Exercise (the "Notice of Election") in the form
set forth on the Schedule I to Option Agreement, to this option, attached
hereto and incorporated herein by reference, specifying the number of Shares
to be purchased in not less than one thousand (1,000) share denominations (c)
payment of the full purchase price, either by federal funds wire transfer to
the bank depository to be specified by the Corporation or by certified check,
U.S. funds, payable to the order of the Corporation, or on such other terms
as may be acceptable to the Corporation. If the Notice of Exercise is for
less than the total of 850,000 Shares, and the time for exercise has not
expired, the Corporation shall provide the Consultant with a new or revised
Option Agreement for the balance of the Shares then remaining unexercised,
upon the same terms and conditions as stated herein.
3. CORPORATION'S REPRESENTATION. The Corporation represents that it
will use its best efforts to prepare, file, and maintain with the appropriate
regulatory authorities an effective Registration Statement on Form S-8 (the
"Form S-8"), or other applicable form, for the shares of its Common Stock
underlying the Option granted by this Option Agreement, such Form S-8 to
allow for the immediate resale of the shares subject to the Option Agreement,
but only at such time as the Corporation is in compliance with the
requirements to use the Form S-8.
4. RESTRICTION AGAINST ASSIGNMENT. Except as otherwise expressly
provided above, Consultant agrees that this Option Agreement and the rights,
interests and benefits under it shall not be assigned, transferred, pledged,
or hypothecated in any way by Consultant or any other person claiming under
Consultant by virtue hereof. Such rights, interests or benefits shall not be
subject to execution, attachment, or similar process. Any attempted
assignment, transfer, pledge, or hypothecation, or other disposition of this
Option Agreement or of such rights, interests, and benefits contrary to the
preceding provisions, or the levy or any attachment or similar process
thereupon, shall be null and void and without any legal effect.
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5. NOTICES. All notices required to be given by either party shall be
in writing and delivered by registered, certified or overnight express mail,
return receipt requested, to the party being noticed at the address set forth
in the first paragraph of this Option Agreement. Any notice to the
Corporation shall be addressed to the attention of the President. Any notice
to the Consultant shall be addressed to the attention of the President.
Either party may effect a change in such address by a prior written notice.
6. BINDING ACCEPTANCE. By acceptance of this signed Option Agreement,
the Consultant does hereby agree to be bound by all of the terms and
conditions set forth herein.
7. GOVERNING LAW. This Option Agreement shall be construed under the
laws of the Commonwealth of Kentucky.
8. TOTAL AGREEMENT. This Option Agreement is the entire agreement
between the parties hereto relating to the subject matter hereof. This
Option Agreement rescinds any and all prior agreements and understandings
between the parties with respect to the subject matter covered in this Option
Agreement
IN WITNESS WHEREOF, the Corporation has executed this Option Agreement by its
duly authorized corporate officer as of the date set forth above.
"Corporation"
THERMO-TILT WINDOW COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Xxxxxxx X. Xxxxxx,
President
Accepted by:
"Consultant"
LD CAPITAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxx, III
----------------------------
Xxxxxxx X. Xxxxxxx, III,
President
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SCHEDULE I TO OPTION AGREEMENT
NOTICE OF ELECTION TO EXERCISE
TO: Thermo-Tilt Window Company
0000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
The Undersigned Purchaser hereby elects to purchase ____ shares (the
"Shares") of the Common Stock ($.001 par value) of Thermo-Tilt Window Company
(the "Corporation") pursuant to the terms of the Stock Option Agreement - LD
Capital, Inc. (the "Option"), dated as of October 22, 1997, by and between
the undersigned and the Corporation, (which Option must be surrendered with
this Notice of Election To Exercise).
Payment In Full (U.S. Funds) is hereby tendered in the aggregate sum of
$______________, which sum represents Shares (maximum 850,000) times the per
Share purchase price of $.50 by:
( ) Certified Check or ( ) Federal Funds Wire Transfer to the
Corporation's depository bank in accordance with your prior written
instructions.
( ) By Delivery vs Payment at:__________________________________________
or Account #:__________________________________________
You are hereby requested to issue a certificate representing the Shares in
the name(s), and to the address(es) as specified below:
Name:_________________________________________________________________________
Street:______________________________________ Number of Shares:______________
City:____________________________ State:_______________ Zip:________________
Social Security or Tax I.D. Number:______________________________________
Purchaser acknowledges that no formal memorandum, prospectus or offering
document of any kind has been delivered by the Corporation with specific
regard to this Option exercise. However, by virtue of the Purchaser's
consulting relationship with, and activities on behalf of the Corporation,
sufficient business and other information has been made available by the
Corporation to enable Purchaser to fully evaluate the investment potential of
the Shares being acquired. The Corporation's representatives have provided
information and answered all material questions.
Date:____________________________ , _____ ___________________________________
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If no registration statement as to the Option and the Shares is effective as
of the date of exercise, include the following paragraph:
The purchaser represents and warrants that it is purchasing the Shares
for investment and not with a view to distribution thereof and understands
and acknowledges that the Stock Certificate(s) representing the Shares shall
bear the following legend:
The shares represented by this certificate have not been
registered or qualified for sale under the Securities Act
of 1933, as amended (the "Act"), or any state securities
or blue sky laws, and may not be sold, transferred or
otherwise disposed of except pursuant to an exemption from
registration or qualification thereunder. The Corporation
may require, as a condition to transfer of this certificate,
an opinion of counsel satisfactory to the Corporation to the
effect that such transfer will not be in violation of the Act
or any such laws.
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