MEDICORE , INC.
STOCK OPTION AGREEMENT
AGREEMENT, dated this 31st day of January, 2000, between MEDICORE, INC.,
a Florida corporation (hereinafter called the "Company"), and MAINSTREET
▇▇▇.▇▇▇ INC. (hereinafter called the "Optionee").
WITNESSETH:
WHEREAS, the board of directors of the Company authorized the granting to
the Optionee an option ("Medicore Option") to purchase 100,000 shares of common
stock, par value $.01 per share ("Medicore Option Shares"), of the Company at
$3.00 per Medicore Option Share (the "Option Price"), such Medicore Option to
be exercisable for two years to January 30, 2002 ("Expiration Date"); and
WHEREAS, the Optionee accepts said Medicore Option and agrees to be bound
by the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained and other good and valuable consideration, the
receipt whereof is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
GRANT OF MEDICORE OPTION: ADJUSTMENT OF MEDICORE OPTION SHARES
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1.1 The Company hereby issues a Medicore Option to purchase from the
Company, upon the terms and conditions herein, 100,000 Medicore Option Shares
for a consideration of the Option Price.
1.2 The number of Medicore Option Shares above stated, and the Option
Price thereof, shall be subject to adjustment from time to time as provided
herein.
PAYMENT FOR MEDICORE OPTION SHARES
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2.1 The Option Price for the Medicore Option Shares to be purchased
pursuant to each exercise of the within Medicore Option shall be paid to the
Company by the Optionee in full in cash or by certified or bank cashier's
check at the time of such exercise of the Medicore Option.
EXERCISE OF MEDICORE OPTION
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3.1 The within Medicore Option is exercisable only to the extent
provided herein during the term of this Medicore Option, which is for a
period of two (2) years, terminating at the close of business on the
Expiration Date.
3.2 The Company may delay the exercise of any Medicore Option if the
Medicore Option Shares are required to be listed, registered or qualified on
any securities or Nasdaq Stock Exchange under law. The Company shall not be
obligated to deliver any Medicore Option Shares until such Medicore Option
Shares have been so listed, registered or qualified on any securities or
Nasdaq Stock Exchange (or authorized for listing, registration or qualifi-
cation upon official notice of such exchange). However, any delay under
this Section 3.2 shall not extend, modify the exercisability of the Medicore
Option, or otherwise affect the Expiration Date.
3.3 At least five (5) days prior to the date upon which any portion of
the Medicore Option is to be exercised, the Optionee shall deliver to the
Company written notice of its election to exercise all or part of the
Medicore Option, subject to the limitations provided herein, which notice
shall specify (i) the date and time for the exercise of the Medicore Option,
(ii) the number of Medicore Option Shares in respect of which the Medicore
Option is to be exercised, and (iii) the address to which the Medicore Option
Shares are to be mailed. The date specified in such notice shall be a
business day and the time specified shall be during the regular business
hours of the Company.
3.4 The Optionee shall, at the date and time specified in such notice,
pay the Company cash or other consideration acceptable to the Company, at
the principle office of the Company, the Option Price for the Medicore Option
Shares in respect of which the Medicore Option is being exercised, to wit,
the amount of the product of $3.00 (or such then adjusted Option Price)
times the number of Medicore Option Shares into which the Medicore Option is
being exercised. The notice and payment shall be delivered in person or
shall be sent by registered mail, return receipt requested, to ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, Vice President and Treasurer of the Company, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Upon timely and proper exercise of the Medicore
Option, the Company shall as soon as practicable and with all due expedition
deliver to the Optionee, who shall so have properly exercised the Medicore
Option, certificates registered in the name of such person representing the
number of Medicore Option Shares in respect of which the Medicore Option was
exercised, subject to the approval of any governmental or regulatory
authority required in connection with the authorization, issuance, sale or
transfer of such Medicore Option Shares. Delivery shall be deemed effected
for all purposes when the Company's stock transfer agent shall have deposited
such Medicore Option Share certificate or certificates in the United States
mail, addressed as per the Optionee's notice. If the Medicore Option is
exercised in part, a new Medicore Option for the balance of the unexercised
Medicore Option Shares will be issued by the Company to the Optionee.
3.5 The Optionee shall not have any rights and privileges of a share-
holder of the Company in respect of any of the Medicore Option Shares
underlying the Medicore Option unless and until and only to the extent it, he
or she shall have properly exercised the Medicore Option and paid for the
Medicore Option Shares in accordance with the terms and provisions of this
Option Agreement. The Medicore Option shall be considered exercised on the
date the notice and payment are delivered to or received by the Treasurer of
the Company; provided if payment is by check, the exercise date shall be the
date such check clears payment. The Optionee shall have no rights with
respect to such Medicore Option Shares not expressly conferred by this Option
Agreement.
RESTRICTIONS ON EXERCISE OF MEDICORE OPTION AND SALE OF MEDICORE OPTION SHARES
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4.1 In addition to the limitations on the exercise of a Medicore Option
as provided in Sections 3.1 et seq. hereof, the within Medicore Option shall
not be exercisable if:
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(a) The exercise thereof will involve a violation of any applicable
federal or state securities law; or
(b) The exercise thereof will require registration under the
Securities Act of 1933, as amended (the "Act") of the Medicore Option Shares.
4.2 (a) The Optionee acknowledges that the Medicore Option and underlying
Medicore Option Shares are not transferable without compliance with the
registration requirements of the federal and state securities laws or an
opinion of counsel for the Optionee has been received by and is satisfactory
to the Company to the effect that such registration is not required; any
determination in this connection by the Company shall be final, binding and
conclusive; that the Optionee has no right to transfer either the Medicore
Option or the underlying Medicore Option Shares; and
(b) The Optionee understands that the Medicore Option and any
Medicore Option Shares with which the Medicore Option is exercised are being
issued to it pursuant to a non-public offering exemption under the Act, that
the Medicore Option Shares that may be issued upon exercise of the Medicore
Option shall have a legend on the face thereof indicating the restrictive
nature of the Medicore Option Shares in pertinent part as follows: "The
shares of Common Stock represented by this certificate have not been
registered under the Securities Act of 1933 or under the securities laws of
any state and may not be sold or transferred except upon such registration or
upon receipt by the Company of an opinion of counsel satisfactory to the
Company that registration is not required"; and that such Medicore Option
Shares and the Medicore Option shall have stop transfer instructions issued
against the same.
4.3 At the time of any exercise of the within Medicore Option, the
Optionee shall represent to and agree with the Company in writing that it, he
or she is acquiring the Medicore Option Shares in respect of which the
Medicore Option is being exercised for the purpose of investment and not with
a view to distribution.
4.4 The Optionee agrees that it will not sell, assign, pledge, gift,
hypothecate, transfer, or otherwise dispose of any of the Medicore Option
Shares or the Medicore Option at any time under circumstances which would
require the filing of a registration statement in respect of such Medicore
Option or Medicore Option Shares under the provisions of the Act.
4.5 The Company shall not be obligated to take any other affirmative
action in order to cause or facilitate the exercise of the Medicore Option or
the issuance of the Medicore Option Shares pursuant thereto to comply with any
state or federal law, rule or regulation.
CHANGES IN CAPITAL STRUCTURE
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5.1 Existence of this Medicore Option shall not impair the right of
the Company or its shareholders to make or effect any adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger of consolidation of the Company or
the dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any issue of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Common Stock of
the Company, or Common Stock of the Company, or any grant of options on its
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securities through any qualified or non-qualified stock plan or otherwise,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
5.2 Except as hereinafter expressly provided, the issuance by the Company
of shares of Common Stock of any class, for cash or property, or for labor or
services, either upon sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
converted into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to the Option Price,
or the number, class or price of the Medicore Option Shares then subject to
the Medicore Option.
5.3 The only adjustment to the Medicore Option Shares are as follows:
(a) If, at any time or from time to time after the date of this
Option Agreement and up through the Expiration Date ("Adjustment Period"),
the Company shall distribute to the holders of its Common Stock, with respect
to the Common Stock, without payment therefor, securities or property, other
than shares of the Common Stock of the Company, other than rights to purchase
shares of the Common Stock, and other than cash, then, and in each such case,
the Optionee, upon the proper and timely exercise of this Medicore Option,
shall be entitled to receive the securities and properties to which it would
have been entitled had it been a shareholder of record of the Medicore Option
Shares received upon such exercise of the Medicore Option at the time the
Company made such distribution of securities or property and had, during the
period from the date of this Medicore Option to and including the date of such
exercise, retained such Medicore Option Shares and the securities and
properties receivable by it during such Adjustment Period. Notice of each
such distribution shall be forthwith mailed to the Optionee.
(b) If the Company shall be consolidated with or merged into another
corporation or shall sell all or substantially all of its assets as part of a
reorganization within the meaning of the Internal Revenue Code or shall
reclassify or reorganize its capital structure (except a stock split or
combination covered by subparagraph (a) hereof), and in such transactions
holders of the Common Stock exchange their Common Stock for shares of stock
or other securities ("Transaction Securities") of the Company or another
corporation, receive additional Common Stock or other securities, or surrender
a portion of their Common Stock, then:
(1) Except as provided in Section 5.3(b)(2) hereof, the
Optionee shall be entitled, in lieu of the Medicore Option, to an Option or
Options to purchase Transaction Securities in an amount (if any) equal to the
Transaction Securities that the Optionee would have received if the Optionee
had exercised the Medicore Option in full and held the Medicore Option Shares
to which the Medicore Option related at the time of such transaction. The
Option Price per share or other unit of such Transaction Securities shall be
determined by dividing the Option Price by the number of shares or other units
(or the fraction of a share or other unit) of Transaction Securities into which
each share of common stock is converted or for which common stock is exchanged
in such transaction.
(2) Notwithstanding any other provision hereof, the board of
directors of the Company may cancel the Medicore Option as of the effective
date of any transaction described in this Section 5.3(b); provided that (A)
notice of such cancellation shall have been given to the Optionee at least
thirty (30) days before the effective date of such transaction, and (B) the
Optionee shall have the right to exercise the Medicore Option during the
thirty (30) day period immediately preceding the effective date of such
transaction.
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MISCELLANEOUS
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6.1 The granting of this Medicore Option shall not impose upon the
Company any obligation to employ, retain or become affiliated with or
continue to employ, retain or be affiliated with the Optionee. This Option
Agreement shall not be construed as preventing nor shall it prevent the
Company from terminating any agreement or other affiliation with the Company
or its affiliated companies that might exist with the Optionee.
6.2 This Option Agreement shall be binding upon and inure to the benefit
of the Company and its successors and upon the Optionee and its, his and/or
her successors, assigns, including without limitation the estate of the
Optionee and the executors, administrators and/or trustees of such estate,
and any creditor, receiver, trustee in bankruptcy or representative of any
such Optionee; provided that the within Medicore Option shall be exercisable
only by the Optionee except as may be approved in writing by the Company.
6.3 This Option Agreement shall be deemed to be made under and shall be
construed in accordance with the laws of the State of New Jersey.
6.4 This Option Agreement is effective as of January 31, 2000 and,
unless sooner terminated in accordance with the terms hereof, shall remain
in effect until the Effective Date as provided herein. No modification or
amendment of this Option Agreement shall become effective until such
modification or amendment shall have been approved by the board of directors
of the Company.
6.5 The Company's obligation to deliver Medicore Option Shares is subject
to all the terms and conditions of this Option Agreement and shall be subject
to applicable federal, state and local tax withholding and reporting
requirements.
IN WITNESS WHEREOF, the Company and the Optionee have each caused this
Option Agreement to be executed by its President, Vice President, or
Secretary and/or individually, as the case may be, thereunto duly authorized,
the day and year first above written.
MEDICORE, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman of
the Board of Directors
MAINSTREET ▇▇▇.▇▇▇ INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Date: JANUARY 31, 2000
