COMMON STOCK OPTION
NORSTAR GROUP, INC.
(a Utah Corporation)
FOR VALUE RECEIVED, NORSTAR GROUP, INC. (the "Company") hereby grants
to Xxxxxx Stakes (the "Holder"), subject to the terms and conditions hereinafter
set forth, the option to purchase an aggregate of THREE HUNDRED SEVENTY FIVE
THOUSAND (375,000) shares of common stock, par value $.01 (the "Common Stock")
of the Company at an exercise price of $0.40 per share, subject to adjustment as
provided in Section 5 below.
1. This Option may be exercised by the holder hereof, in whole or in
part (but not as to a fractional share), by the presentation and surrender of
this Option with the form of Election to Purchase duly executed, at the
principal office of the Company (or at such other address as the Company may
designate by notice in writing to the holder hereof at the address of such
holder appearing on the books of the Company), together with payment of the
exercise price by cash, certified check, cashier's check or wire transfer. The
Company shall deliver to the holder, as promptly as practicable, certificates
representing the shares being purchased; and, in case of exercise hereof in part
only, the Company upon surrender hereof, will deliver to the holder a new Option
Certificate or Option Certificates of like tenor entitling the holder to
purchase the number of shares as to which this Option has not been exercised.
2. Nothing contained herein shall be construed to confer upon the
holder of this Option, as such, any of the rights of a shareholder of the
Company.
3. The Company shall not issue certificates representing fractions of
shares of Common Stock upon the exercise of this Option, but shall make a cash
payment for any fractional share based on the market price of the Common Stock
on the date of exercise, which shall be the closing sale price on the principal
exchange on which the Common Stock is traded; or if not traded on any exchange,
then the representative closing bid price in the over-the-counter market. All
calculations under this Section 3 and under Section 5 shall be made to the
nearest cent or shares, as the case may be.
4. This Option is exchangeable, upon its surrender by the holder at the
office of the Company referred to in Section 1 above, for new Options
(containing the same terms as this Option) each representing the right to
purchase such number of shares of Common Stock as shall be designated by such
holder at the time of such surrender (but not exceeding in the aggregate the
remaining number of shares of Common Stock which may be purchased hereunder).
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Option and upon delivery of a bond of
indemnity satisfactory to the Company (or, in the case of mutilation, upon
surrender of this Option), the Company will issue to the holder a replacement
Option (containing the same terms as this Option). As used herein, "Option"
shall include all new Options issued in exchange for or replacement of this
Option.
5. If the Company shall pay a dividend in shares of its Common Shares,
subdivide (split) its outstanding shares of Common Stock, combine (reverse
split) its outstanding shares of Common Stock, issue by reclassification of its
shares of Common Stock any shares or other securities of the Company, or
distribute to holders of its Common Stock any securities of the Company or of
another entity, the number of shares of Common Stock or other securities the
holder hereof is entitled to purchase pursuant to this Option immediately prior
thereto shall be adjusted so that the holder shall be entitled to receive upon
exercise the number of shares of Common Stock or other securities which he or
she would have owned or would have been entitled to receive after the happening
of any of the events described above had this Option been exercised immediately
prior to the happening of such event, and the exercise price per share shall be
correspondingly adjusted; provided, however, that no adjustment in the number of
shares and/or the exercise price shall be required unless such adjustment would
require an increase or decrease of at least one percent (1%) in such number
and/or price; and provided further, however, that any adjustments which by
reason of this Section 5 are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. An adjustment made pursuant
to this Section 5 shall become effective immediately after the record date in
the case of the stock dividend or other distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. The holder of this Option shall be entitled to participate
in any subscription or other rights offering made to holders of the Company's
Common Stock to the extent he or she would have been entitled had this Option
been exercised in the full number of shares as to which this Option remains
unexercised immediately prior to the record date for such rights offering. If
the Company is consolidated or merged with or into another corporation or if all
or substantially all of its assets are conveyed to another corporation this
Option shall thereafter be exercisable for the purchase of the kind and number
of shares of stock or other securities or property, if any, receivable upon such
consolidation, merger or conveyance by a holder of the number of shares of
Common Stock of the Company which could have been purchased on the exercise of
this Option immediately prior to such consolidation, merger or conveyance; and,
in any such case, appropriate adjustment (as determined by the Board of
Directors) shall be made in the application of the provisions herein set forth
with respect to the rights and interests thereafter of the holder of this Option
to the end that the provisions set forth herein (including provisions with
respect to changes in and other adjustments of the number of shares of Common
Stock the holder of this Option is entitled to purchase) shall thereafter by
applicable, as nearly as possible, in relation to any shares of Common Stock or
other securities or other property thereafter deliverable upon the exercise of
this Option. Upon any adjustment of the number of shares of Common Stock or
other securities the holder of this Option is entitled to purchase, and of any
change in exercise price per share, then in each such case the Company shall
give written notice thereof to the then registered holder of this Option at the
address of such holder as shown on the books of the Company, which notice shall
state such change and set forth in reasonable detail the method of calculation
and the facts upon which such calculation is based. Each such notice shall be
accompanied by a statement of the firm of independent certified public
accountants retained to audit the financial statements of the Company to the
effect that such firm concurs in the Company's calculation of the change.
6. If at any time:
(a) The Company shall declare a dividend or other distribution on its
Common Stock payable otherwise than in cash at the same rate as the immediately
preceding regular dividend or in Common Stock; or
(b) The Company shall authorize the granting to the holders of its
Common Stock of rights to subscribe for or purchase any shares of capital stock
of any class or of any other rights; or
(c) There shall be any plan or agreement of reorganization, or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with, or sale of all or substantially all of its assets to,
another corporation; or
(d) There shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company;
then the Company shall give to the registered holder of this Option at the
address of such holder as shown on the books of the Company, at least ten (10)
days prior to the applicable record date or dates, a written notice summarizing
such action or event and stating the record date or dates for any such dividend
or rights (or if a record is not to be taken, the date or dates as of which the
holders of Common Stock of record to be entitled to such dividend or rights are
to be determined), the date on which any such reorganization, reclassification,
consolidation, merger, sale of assets, dissolution, liquidation or winding up is
expected to become effective, and the date or dates as of which it is expected
the holders of Common Stock of record shall be entitled to effect any exchange
of their shares of Common Stock for securities of other property deliverable
upon any such reorganization, reclassification, consolidation, merger, sale of
assets, dissolution, liquidation or winding up.
In Witness Whereof, the Company has caused this Option to be signed by
its duly authorized officers on the 17 day of April, 2000.
NORSTAR GROUP, INC.
By: /s/ Xxxxx XxXxxxxxxxx
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Xxxxx XxXxxxxxxxx, President
Attest:
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, Secretary
ELECTION TO PURCHASE
To: Norstar Group, Inc.
The undersigned hereby irrevocably elects to exercise the attached
Option to the extent of ______ shares of the Common Stock of Norstar Group, Inc.
The undersigned requests that the certificate or certificates for such shares be
issued in the name of and delivered as follows:
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:
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Address:
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By:
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