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EXHIBIT 7(e)
OPTION AGREEMENT
This Option Agreement (the "Agreement") is made as of May 22, 1997
between Sagaponack Partners, L.P., a Delaware limited partnership ("Partners")
and Sagaponack International Holdings L.L.C., a Delaware limited liability
company ("International").
Partners hereby grants to International an option to purchase from
Partners shares of common stock of Xxxxxx General Corporation ("Xxxxxx") and
warrants to purchase shares of common stock of Xxxxxx, and International hereby
accepts the option on the following terms and conditions:
1. Grant of Option. Partners hereby grants to International the right
and option ("Option") to purchase from up to 55.66075% of the shares of common
stock of Xxxxxx held by the Partners at the time of exercise (the "Shares") and
55.66075% of the warrants to purchase shares of common stock of Xxxxxx held by
Partners at the time of exercise (the "Warrants"). The Shares and Warrants have
been issued prior hereto by Xxxxxx to Partners.
2. Option Price. The Option price shall be $0.01 per Share and $0.01
per Warrant.
3. Exercise Period. The Option may be exercised in whole or in part
at any time prior to May 22, 2007.
4. Exercise Procedure. The Option or any part thereof may be exercised
from time to time in accordance with Sections 1, 2 and 3 above, which exercise
shall be immediately effective upon written notice to Partners setting forth the
number of Shares and/or Warrants, as the case may be, with respect to which the
Option is being exercised, accompanied by the full amount of the Option price
for such Shares and/or Warrants, as the case may be. Upon exercise of the
Option, the number of Shares and Warrants subject to the Option shall be
automatically reduced to the extent of the number of Shares and Warrants as to
which the Option is exercised, and the Option shall remain in effect as to the
remaining number of Shares and Options.
5. Adjustments. If all or any portion of the Option is exercised
subsequent to any stock dividend, split-up, recapitalization, combination or
exchange of shares, merger, consolidation, acquisition of property for stock,
separation, reorganization, or liquidation, as a result of which shares of any
class shall be issued in respect of outstanding shares of common stock or
Xxxxxx, or shares of common stock of Xxxxxx shall be changed into the same or a
different number of shares of the same or another class or classes,
International shall receive, upon the exercise of such exercise right, the
aggregate number and class of shares which, if the Option has been exercised at
the date hereof and the Shares and Warrants acquired thereby had not been
disposed of, International would be holding as a result of any such stock
dividend, split-up, recapitalization, combination or exchange of shares, merger,
consolidation, acquisition of property for stock, separation, reorganization, or
liquidation.
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6. Severability. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be adjusted rather than voided, if
possible, to achieve the intent of the parties to the extent possible. In any
event, all other provisions of this Agreement shall be deemed valid and
enforceable to the extent possible.
7. Successors. This Agreement shall inure to the benefit of and be
binding upon the successors of the parties hereto.
8. Entire Agreement. This Agreement contains the entire agreement of
the parties relating to the subject matter hereof and supersedes any prior
agreements, undertakings, commitments and practices relating to the subject
matter hereof.
9. Amendments. No amendment or modification of the terms of this
Agreement shall be valid unless made in writing and duly executed by both
parties.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of
law doctrines and any court action arising out of this Agreement shall be
brought in any court of competent jurisdiction within the State of New York.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
first date written above.
SAGAPONACK PARTNERS, L.P.
By: RSP Capital L.L.C., its general partner
By: _______________________________
Title: ____________________________
SAGAPONACK INTERNATIONAL HOLDINGS L.L.C.
By: Sagaponack Management Company, its managing member
By: _______________________________
Title: ____________________________
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