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EXHIBIT 4.3
Option to Purchase
________Units
ON'VILLAGE COMMUNICATIONS, INC.
Unit Purchase Option
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Dated: ___________, 1997.
THIS CERTIFIES THAT X.X. Xxxxx Investment Banking Corp.,
(herein sometimes called the "Holder") is entitled to purchase from On'Village
Communications, Inc., a California corporation (hereinafter called the
"Company"), at the prices and during the periods as hereinafter specified, up to
one hundred thirty thousand (130,000) Units ("Units"), each Unit consisting of
one share of the Company's Class A Common Stock, as now constituted ("Class A
Common Stock"), one Class A warrant ("Class A Warrants") and one Class B warrant
("Class B Warrants"). Each Class A Warrant is exercisable to purchase one share
of Common Stock and one Class B Warrant at an exercise price of $6.50 from
________ __, 1997 to _______ , 2002, and each Class B Warrant is exercisable to
purchase one share of Class A Common Stock at an exercise price of $8.75 until
_______, 2002. The Class A Warrants and Class B Warrants are herein collectively
referred to as the "Warrants."
The Units have been registered under a Registration Statement
on Form SB-2, (File No. 333-_______ ) declared effective by the Securities and
Exchange Commission on _______, 1997 (the "Registration Statement". This Option,
together with options of like tenor, constituting in the aggregate options (the
"Options") to purchase 130,000 Units, subject to adjustment in accordance with
Section 8 of this Option (the "Option Units"), was originally issued pursuant to
an underwriting agreement between the Company and X.X. Xxxxx Investment Banking
Corp., as underwriter (the "Underwriter") in connection with a public offering
(the "Offering") of 1,300,000 Units (the "Public Units") through the
Underwriter, in consideration of $130 received for the Options.
Except as specifically otherwise provided herein, the Common
Stock and the Warrants issued pursuant to the option herein granted (the
"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
_______, 1997 executed in connection with such public offering (the "Warrant
Agreement"), and except that (i) the holder shall have registration rights under
the Securities Act of 1933, as amended (the "Act"), for the Option, the Common
Stock and the Warrants included in the Option Units, and the shares of Common
Stock underlying the Warrants, as more fully described in Section 6 of this
Option and (ii) the Warrants issuable upon exercise of the Option will be
subject to redemption by the Company pursuant to the Warrant Agreement at any
time after the Option has been exercised and the Warrants underlying the Option
Units are outstanding. Any such redemption shall be on the same terms and
conditions as the Warrants included in the
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Public Units (the "Public Warrants"). The Company will list the Common Stock
underlying this Option and, at the Holder's request the Warrants, on the Nasdaq
National Market, the Nasdaq Small Cap Market or such other exchange or market as
the Common Stock or Public Warrants may then be listed or quoted. In the event
of any extension of the expiration date or reduction of the exercise price of
the Public Warrants, the same changes to the Warrants included in the Option
Units shall be simultaneously effected.
1. The rights represented by this Option shall be
exercised at the prices, subject to adjustment in accordance with Section 8 of
this Option ("the "Exercise Price"), and during the periods as follows:
(a) During the period from _______, 1999 to
_______, 1998 inclusive, the Holder shall have no
right to purchase any Option Units hereunder, except
that in the event of any merger, consolidation or
sale of all or substantially all the capital stock or
assets of the Company or in the case of any statutory
exchange of securities with another corporation
(including any exchange effected in connection with a
merger of another corporation into the Company)
subsequent to _______, the Holder shall have the
right to exercise this Option and the Warrants
included herein at such time and receive the kind and
amount of shares of stock and other securities and
property (including cash) which a holder of the
number of shares of Common Stock underlying this
Option and the Warrants included in this Option would
have owned or been entitled to receive had this
Option been exercised immediately prior thereto.
(b) Between _______, 1999 and _______,2002
inclusive, the Holder shall have the option to
purchase Option Units hereunder at a price of
$_______ per Unit.
(c) After _________, 2002 the Holder shall
have no right to purchase any Units hereunder.
2. (a) 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); and (ii) payment to the Company of the exercise price then in effect
for the number of Option Units specified in the above-mentioned purchase form
together with applicable stock transfer taxes, if any. 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 Section 2, and the person or persons in whose name or names the
certificates for shares of Class A Common Stock and Warrants shall be issuable
upon such exercise shall become the holder or holders of record of
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such Class A Common Stock and Warrants at that time and date. The certificates
for the Common Stock and Warrants so purchased shall be delivered to the Holder
as soon as practicable but not later than ten (10) days after the rights
represented by this Option shall have been so exercised.
(b) At any time during the period above
specified, during which this Option may be exercised, the Holder may, at its
option, exchange this Option, in whole or in part (an "Option Exchange"), into
the number of Option Units determined in accordance with this Section (b), by
surrendering this Option at the principal office of the Company or at the office
of its stock transfer agent, accompanied by a notice stating such Xxxxxx's
intent to effect such exchange, the number of Option Units into which this
Option is to be exchanged and the date on which the Holder requests that such
Option Exchange occur (the "Notice of Exchange"). The Option Exchange shall take
place on the date specified in the Notice of Exchange or, if later, the date the
Notice of Exchange is received by the Company (the "Exchange Date").
Certificates for the shares of Class A Common Stock and Warrants issuable upon
such Option Exchange and, if applicable, a new Option of like tenor evidencing
the balance of the Option Units remaining subject to this Option, shall be
issued as of the Exchange Date and delivered to the Holder within seven (7) days
following the Exchange Date. In connection with any Option Exchange, this Option
shall represent the right to subscribe for and acquire the number of Option
Units (rounded to the next highest integer) equal to (x) the number of Option
Units specified by the Holder in its Notice of Exchange up to the maximum number
of Option Units subject to this option (the "Total Number") less (y) the number
of Option Units equal to the quotient obtained by dividing (A) the product of
the Total Number and the existing Exercise Price by (B) the Fair Market Value.
"Fair Market Value" shall mean first, if there is a trading market as indicated
in Subsection (i) below for the Units, such Fair Market Value of the Units and
if there is no such trading market in the Units, then Fair Market Value shall
have the meaning indicated in Subsections (ii) through (v) below for the
aggregate value of all shares of Class A Common Stock and Warrants which
comprise a Unit:
(i) If the Units are listed on a national
securities exchange or listed or admitted to unlisted trading
privileges on such exchange or listed for trading on the
Nasdaq National Market or the Nasdaq SmallCap Market, the Fair
Market Value shall be the average of the last reported sale
prices or the average of the means of the last reported bid
and asked prices, respectively, of the Units on such exchange
or market for five (5) business days ending on the last
business day prior to the Exchange Date; or
(ii) If the Class A Common Stock or Warrants are
listed on a national securities exchange or admitted to
unlisted trading privileges on such exchange or listed for
trading on the Nasdaq National Market or the Nasdaq SmallCap
Market, the Fair Market Value shall be the average of the last
reported sale prices or the average of the means of the last
reported bid and asked prices, respectively, of Class A Common
Stock or Warrants, respectively, on such exchange or market
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for the twenty (20) business days ending on the last business
day prior to the Exchange Date; or
(iii) If the Class A Common Stock or Warrants are
not so listed or admitted to unlisted trading privileges, the
Fair Market Value shall be the average of the means of the
last reported bid and asked prices of the Class A Common Stock
or Warrants, respectively, for the five (5) business days
ending on the last business day prior to the Exchange Date; or
(iv) If the Class A Common Stock is not so listed
or admitted to unlisted trading privileges and bid and asked
prices are not so reported, the Fair Market Value shall be an
amount, not less than book value thereof as at the end of the
most recent fiscal year of the Company ending prior to the
Exchange Date, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company; or
(v) If the Warrants are not so listed or
admitted to unlisted trading privileges, and bid and asked
prices are not so reported for Warrants, then Fair Market
Value for the Warrants shall be an amount equal to the
difference between (i) the Fair Market Value of the shares of
Class A Common Stock and Warrants which may be received upon
the exercise of the Warrants, as determined herein, and (ii)
the Warrant Exercise Price.
3. Neither this Option nor the underlying securities
shall be transferred, sold, assigned, or hypothecated for a period of two years
commencing on the date of issuance of this Option except that they 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, any member participating in the
selling group relating to the Offering or any officer of such selling group
member. 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 Section 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 Section 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 Units as are purchasable hereunder.
4. The Company covenants and agrees that all shares of
Class A Common Stock which may be issued as part of the Option Units purchased
hereunder and the Class A Common Stock which may be issued upon exercise of the
Warrants will, upon issuance, be duly and validly issued, fully paid and
nonassessable and no personal liability will attach to the holder thereof. 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 Class A Common Stock to provide
for the exercise of this Option and
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that it will have authorized and reserved a sufficient number of shares of Class
A Common Stock for issuance upon exercise of the Warrants included in the Option
Units.
5. This Option shall not entitle the Holder to any
voting rights or any other rights, or subject to the Holder to any liabilities,
as a stockholder of the Company.
6. (a) The Company shall advise the Holder or its
transferee, whether the Holder holds the Option or has exercised the Option and
holds Option Units or any of the securities underlying the Option Units, by
written notice at least four weeks 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, and will for a period
of seven 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 Option Units, the Common Stock or
Warrants included in the Option Units or the Common Stock issuable upon the
exercise of the Warrants (the "Registrable Securities"); provided, however, the
right of any Holder to include its Registrable Securities in any such
post-effective amendment or registration statement may be waived by the written
consent of X.X. Xxxxx Investment Banking Corp., X.X. Xxxxx & Co. Inc. or X.
Xxxxxx Xxxxx.
(b) If X.X. Xxxxx Investment Banking Corp., X.X.
Xxxxx & Co., Inc. or X. Xxxxxx Xxxxx, (each a "Majority Holder") shall give
notice to the Company at any time to the effect that such holder desires to
register under the Act this Option, the Option Units or any of the underlying
securities contained in the Option Units 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 two weeks after
receipt of such notice, file a post-effective amendment to the current
Registration Statement or a new registration statement on pursuant to the Act or
such other form as the holder requests pursuant to the Act, to the end that the
Option, the Option Units and/or any of the securities underlying the Option
Units 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 (including the taking of such steps as are 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 Majority 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 on one occasion during
the four year period beginning one year from the effective date of the
Registration Statement. The Majority 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 Option Units issuable upon exercise of the Option and even
though the Majority Holder has not given notice of exercise of the Option. The
Majority Holder may, at its option, request such post-effective amendment or new
registration statement during the described period with respect to the Option,
the Option Units as
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a unit, or separately as to the Class A Common Stock and/or Warrants included in
the Option Units and/or the Common Stock issuable upon the exercise of the
Warrants, and such registration rights may be exercised by the Majority Holder
prior to or subsequent to the exercise of the Option.
Within ten days after receiving any such notice pursuant to
this Section 6(b), 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, provided that they 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. In the event the registration statement is not
filed within the period specified herein, and in the event the registration
statement is not declared effective under the Act prior to ______, 2002, then,
at the holders' request, the Company shall purchase the Options from the holder
for a per option price equal to the difference between (i) the Fair Market Value
of the Class A Common Stock on the date of notice multiplied by the number of
shares of Class A Common Stock issuable upon exercise of the Option and the
underlying Warrants and (ii) the average per share purchase price of the Option
and each share of Class A Common Stock underlying the Option. All costs and
expenses of the first such post-effective amendment or new registration
statement under this paragraph 6(b) 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. If
the Company determines to include securities to be sold by it in any
registration statement originally requested pursuant to this Section 6(b), such
registration shall instead be deemed to have been a registration under Section
6(a) and not under this Section 6(b).
The Company will 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.
(c) Whenever pursuant to Section 6 a
registration statement relating to any Registrable Securities is filed under the
Act, amended or supplemented, the Company shall (i) 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, (ii) use its best efforts to
register and qualify any of the Registrable Securities for sale in such states
as such Holder designates, (iii) furnish indemnification in the manner provided
in Section 7 hereof, (iv) notify each Holder of Registrable Securities at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, contains
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading and, at the request of any such Holder, prepare and furnish to such
Holder a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not included an
untrue statement of a material fact or omit to state material fact required to
be stated therein or necessary to make the statements
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therein not misleading and (v) do any and all other acts and things which may be
necessary or desirable to enable such Holders to consummate the public sale or
other disposition of the Registrable Securities, The Holder shall furnish
appropriate information in connection therewith and indemnification as set forth
in Section 7.
(d) The Company shall not permit the inclusion
of any securities other than the Registrable Securities to be included in any
registration statement filed pursuant to Section 6(b) hereof without the prior
written consent of the Majority Holder.
(f) The Company shall furnish to each Holder
participating in the offering and to each underwriter, if any, a signed
counterpart, addressed to such Holder or underwriter, of (i) an opinion of
counsel to the Company, dated the effective date of such registration statement
(or, if such registration includes an underwritten public offering, an opinion
dated the date of the closing under the underwriting agreement), and (ii) if
such registration includes an underwritten public offering, a "cold comfort"
letter dated the effective date of such registration statement and dated the
date of the closing under the underwriting agreement signed by the independent
public accountants who have issued a report on the Company's financial
statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement (and
the prospectus included therein) and, in the case of such accountants' letter,
with respect to events subsequent to the date of such financial statements, as
are customarily covered in opinions of issuer's counsel and in accountants'
letters delivered to underwriters in underwritten public offerings of
securities.
(g) The Company shall deliver promptly to each
Holder participating in the offering requesting the correspondence and memoranda
described below and to the managing underwriter copies of all correspondence
between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect
to the registration statement and permit each Holder and underwriter to do such
investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonable
necessary to comply with applicable securities laws or rules of the National
Association of Securities Dealers, Inc. ("NASD"). Such investigation shall
include access to non-confidential books, records and properties and
opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable times
as any such Holder shall reasonably request.
7. (a) Whenever pursuant to Section 6 a
registration statement relating to the Registrable Securities is filed under the
Act, amended or supplemented, the Company will indemnify and hold harmless each
holder of the Registrable 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
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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 specifically for use in the preparation thereof.
(b) If requested by the Company prior to the
filing of any registration statement covering the Registrable Securities, each
Distributing Holder will agree, severally but not jointly, to indemnify and hold
harmless the Company against any losses, claims, damages or liabilities to which
the Company 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 specifically for use in the preparation
thereof; except that the maximum amount which may be recovered from the
Distributing Holder pursuant to this Section 7 or otherwise shall be limited to
the amount of net proceeds received by the Distributing Holder from the sale of
the Registrable Securities.
(c) Promptly after receipt by an indemnified
party under this Section 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 Section 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
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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 Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
(8) In addition to the provisions of Section 1(a) of this
Option, the Exercise Price in effect at any time and the number and kind of
securities purchasable upon the exercise of the Options 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
Common Stock in shares of Common Stock, (ii) subdivide or
reclassify its outstanding shares of Common Stock into a
greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common 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 Common
Stock outstanding after giving effect to such action, and the
numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such action. Such
adjustment shall be made successively whenever any event
listed above shall occur.
(b) Whenever the Exercise Price payable upon
exercise of each Option is adjusted pursuant to Subsections
(a) above, (i) the number of shares of Class A Common Stock
included in an Option Unit shall simultaneously be adjusted by
multiplying the number of shares of Class A Common Stock
included in Option Unit immediately prior to such adjustment
by the Exercise Price in effect immediately prior to such
adjustment and dividing the product so obtained by the
Exercise Price, as adjusted and (ii) the number of shares of
Class A Common Stock or other securities issuable upon
exercise of the Warrants included in the Option Units and the
exercise price of such Warrants shall be adjusted in
accordance with the applicable terms of the Warrant Agreement.
(c) No adjustment in the Exercise Price shall be
required unless such adjustment would require an increase or
decrease of at least five cents ($0.05) in such price;
provided, however, that any adjustments which by reason of
this Subsection (c) are not required to be made shall be
carried forward and taken into
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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 Common
Stock, or any subdivision, reclassification or combination of
Common Stock, hereafter made by the Company shall not result
in any Federal Income tax liability to the holders of Common
Stock or securities convertible into Common Stock (including
Warrants issuable upon exercise of this Option).
(d) 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 Units issuable upon
exercise of each Option and, if requested, information
describing the transactions giving rise to such adjustments,
to be mailed to the Holders, 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.
(e) In the event that at any time, as a result
of an adjustment made pursuant to Subsection (a) above, the
Holder of this Option thereafter shall become entitled to
receive any shares of the Company, other than Common 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 Common Stock
contained in Subsections (a) to (d), inclusive above.
(f) In case any event shall occur as to which
the other provisions of this Section 8 or Section 1(a) hereof
are not strictly applicable but as to which the failure to
make any adjustment would not fairly protect the purchase
rights represented by this Option in accordance with the
essential intent and principles hereof then, in each such
case, the Holders of Options representing the right to
purchase a majority of the Option Units may appoint a firm of
independent public accountants reasonably acceptable to the
Company, which shall give their opinion as to the adjustment,
if any, on a basis consistent with the essential intent and
principles established herein, necessary to preserve the
purchase rights represented by the Options. Upon receipt of
such opinion, the Company will promptly mail a copy thereof to
the Holder of this Option and shall make the
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adjustments described therein. The fees and expenses of such
independent public accountants shall be borne by the Company.
9. This Agreement shall be governed by and in accordance
with the laws of the State of New York, without giving effect to the principles
of conflicts of law thereof.
IN WITNESS WHEREOF, the Company has caused this Option to be
signed by its duly authorized officers under its corporate seal, and this Option
to be dated ____________.
On'Village Communications, Inc.
By: ____________________________
Xxxx X. Xxxxxx, President
(Corporate Seal)
Attest:
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OPTION EXCHANGE
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, Units of On'Village Communications, Inc., each
Unit consisting of one share of Class A Common Stock, no par, one Class A
Warrant to purchase one share of Common Stock and one Class B Warrant, and one
Class B Warrant and herewith makes payment of $_________ thereof.
Dated: _________, 19__. Instructions for Registration of Stock and Warrants
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Print Name
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Address
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Signature
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OPTION EXCHANGE
The undersigned, pursuant to the provisions of the foregoing
Option, hereby elects to exchange its Option for _________ Units of , each Unit
consisting of On'Village Communications, Inc., consisting of one share of Class
A Common Stock, one Class A Warrant to purchase one share of Common Stock and
one Class B Warrant, pursuant to the Option Exchange provisions of the Option.
Dated: _____________, 19__.
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Print Name
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Address
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Signature
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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 Units represented by the foregoing Option
to the extent of Units , and appoints _____________ attorney to transfer such
rights on the books of _____________, with full power of substitution in the
premises.
Dated: _______________, 19__
[Underwriter]
By: -------------------------------------
------------------------------------------
Address
In the presence of:
