STOCK OPTION
TO: Multi-Venture Partners, Ltd., A Nevada Limited Partnership
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Name
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Address
Date of Xxxxx: June 1, 1997
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You are hereby granted an option, effective as of the date hereof, to
purchase 100,000 shares of common stock, $0.0001 par value per share ("Common
Stock"), of Mannatech, Incorporated, a Texas corporation (the "Company") at a
price of $2.00 per share.
Your option may first be exercised ninety (90) days following completion
by the Company of a registered public offering of its securities pursuant to
the requirements of the Securities Act of 1933, as amended. Thereafter, your
option may be exercised for up to 100% of the total number of shares, subject
to this Option (as adjusted for stock dividends, stock splits, combinations
of shares and what the Company deems in its sole discretion to be similar
circumstances).
You may exercise your option by giving written notice to the Secretary
of the Company on forms supplied by the Company at its then principal
executive office, accompanied by payment of the option price for the total
number of shares you specify that you wish to purchase. The payment may be in
any of the following forms: (a) cash, which may be evidenced by a check and
includes cash received from a stock brokerage firm in a so-called "cashless
exercise"; (b) certificates representing shares of Common Stock of the
Company, which will be valued by the Secretary of the Company at the fair
market value per share of the Company's Common Stock on the date of delivery
of such certificates to the Company, accompanied by an assignment of the
stock to the Company; or (c) any combination of cash and Common Stock of the
Company valued as provided in clause (b). Any assignment of stock shall be in
a form and substance satisfactory to the Secretary of the Company, including
guarantees of signature(s) and payment of all transfer taxes if the Secretary
deems such guarantees necessary or desirable.
Your option will terminate at 5:00 p.m., June 1, 2003 ("Termination Date").
In the event of any change in the outstanding shares of the Common Stock
of the Company by reason of a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, transfer of assets,
reorganization, conversion or what the Committee deems in its sole discretion
to be similar
circumstances, the number and kind of shares subject to this option and the
option price of such shares shall be appropriately adjusted in a manner to
be determined in the sole discretion of the Corporation.
This option is not transferable. Until the option price has been paid
in full pursuant to due exercise of this option and the purchased shares are
delivered to you, you do not have any rights as a shareholder of the Company.
The Company reserves the right not to deliver to you the shares purchased by
virtue of the exercise of this option during any period of time in which the
Company deems, in its sole discretion, that such delivery would violate a
federal, state, local or securities exchange rule, regulation or law.
Notwithstanding anything to the contrary contained herein, this option
is not exercisable until all the following events occur and during the
following periods of time:
(a) Until the issuance of the underlying shares are approved
and/or registered with such federal, state and local regulatory bodies or
agencies and securities exchanges as the Company may deem necessary or
desirable [and agreeing that the Company shall use its best efforts to effect
such registration(s)]; or
(b) During any period of time in which the Company deems that
the exercisability of this option, the offer to sell the shares optioned
hereunder, or the sale thereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may cause the Company to be
legally obligated to issue or sell more shares than the Company is legally
entitled to issue or sell; or
(c) Until you have paid or made suitable arrangements to pay
(which may include payment through the surrender of Common Stock, unless
prohibited by the Corporation) and respecting employees of the Company only,
(i) all federal, state and local income tax withholding required to be
withheld by the Company in connection with the option exercise and (ii) the
employee's portion of other federal, state and local payroll and other taxes
due in connection with the option exercise.
The following two paragraphs shall be applicable if, on the date of
exercise of this option, the issuance of the Common Stock to be purchased
pursuant to such exercise has not been registered under the Securities Act of
1933, as amended, and under applicable state securities laws, and shall
continue to be applicable for so long as such registration has not occurred:
(a) The optionee hereby agrees, warrants and represents that
he will acquire the Common Stock to be issued hereunder for his own account
for investment purposes only, and not with a view to, or in connection with,
any resale or other distribution of any of such shares, except as hereafter
permitted.
The optionee further agrees that it will not at any time make any offer,
sale, transfer, pledge or other disposition of such Common Stock to be issued
hereunder without an effective registration statement under the Securities
Act of 1933, as amended, and under any applicable state securities laws or an
opinion of counsel acceptable to the Company to the effect that the proposed
transaction will be exempt from such registration. The optionee shall execute
such instruments, representations, acknowledgements and agreements as the
Company may, in its sole discretion, deem advisable to avoid any violation of
federal, state, local or securities exchange rule, regulation or law.
(b) The certificates for Common Stock to be issued to the
optionee hereunder shall bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE STATE
SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT THE PROPOSED TRANSACTION WILL BE
EXEMPT FROM SUCH REGISTRATION."
The foregoing legend shall be removed (i) upon any sale of such shares
pursuant to an effective registration statement under the Securities Act of
1933, as amended, or Rule 144 promulgated under the Securities Act of 1933,
as amended, or (ii) at such time as such shares become eligible for resale
under Rule 144(k) promulgated under the Securities Act of 1933, as amended.
The sole purpose of the agreements, warranties, representations and
legend set forth in the two immediately preceding paragraphs is to prevent
violations of the Securities Act of 1933, as amended, and any applicable
state securities laws.
IT IS THE INTENTION OF THE COMPANY AND YOU THAT THIS OPTION SHALL NOT BE
AN "INCENTIVE STOCK OPTIONS" AS THAT TERM IS USED IN SECTION 422 OF THE CODE
AND THE REGULATIONS THEREUNDER.
Any dispute or disagreement between you and the Company with respect to
any portion of this option or its validity, construction, meaning,
performance or your rights hereunder shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association or its successor, as amended from time to time. However, prior
to submission to arbitration you will attempt to resolve any disputes or
disagreements with the Company over this option amicably and informally, in
good faith, for a period not to exceed two weeks. Thereafter, the dispute or
disagreement will be submitted to arbitration. At any time prior to a
decision from the arbitrator(s) being rendered, you and the Company may
resolve the dispute by settlement. You and the Company shall equally share
the costs
charged by the American Arbitration Association or its successor, but you and
the Company shall otherwise be solely responsible for your own respective
counsel fees and expenses. The decision of the arbitrator(s) shall be made in
writing, setting forth the award, the reasons for the decision and award and
shall be binding and conclusive on you and the Company. Further, neither you
nor the Company shall appeal any such award. Judgment of a court of
competent jurisdiction may be entered upon the award and may be enforced as
such in accordance with the provisions of the award.
This option constitutes the entire understanding between the Company and
you with respect to the subject matter hereof and no amendment, supplement or
waiver of this option, in whole or in part, shall be binding upon the Company
unless in writing and signed by the president of the Company. This option and
the performances of the parties hereunder shall be construed in accordance
with and governed by the laws of the State of Texas.
Notwithstanding any provision contained herein to the contrary, you
agree to be bound by the underwriting agreements or requirements by and
between Mannatech, Inc. and any Underwriter which might provide services to
it in connection with any public offering of its capital stock
("Underwriter"). Further, should such Underwriter impose any restrictions
upon the exercise, registration or other rights, concerning the option upon
the shares of stock conferred hereby, otherwise granted under this Agreement,
you agree to further be bound by such requirements, limitations,
restrictions, and/or agreements as agreed to by Mannatech. You hereby
appoint Mannatech as your attorney-in-fact to execute all documents on your
behalf concerning agreements offering the and/or shares of stock which are
the subject of the option conferred hereby, including, without limitation,
those agreements with the Underwriter, referenced above.
Please sign the copy of this option and return it to the Company's
secretary, thereby indicating your understanding of and agreement with its
terms and conditions.
MANNATECH, INCORPORATED
a Texas corporation
By /s/ Xxxxxxx X. Xxxxxx
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Its C.O.O.
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I hereby acknowledge receipt of a copy of the foregoing stock option
and, having read it hereby signify my understanding of, and my agreement
with, its terms and conditions.
MULTI-VENTURE PARTNERS, LTD.
A Nevada Limited partnership
/s/ Xxxx Xxxxxx 10/20/97
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Its: (Date)
ACKNOWLEDGEMENT
THE STATE OF NEVADA Section
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Section
COUNTY OF XXXXX
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BEFORE ME, the undersigned Notary Public, personally appeared Xxxx
Xxxxxx, the Manager, of Multi-Venture Partners, Ltd., a Nevada Limited
Partnership and known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the above
instrument for the purposes and consideration expressed therein.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on this 6th day of OCTOBER ,
1997.
P. M. Xxxxxxxxxxx
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Notary Public, State of NV
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My Commission Expires: 1-13-2001
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NOTARY PUBLIC
STATE OF NEVADA
County of Xxxxx
P.M. XXXXXXXXXXX
No 00-0000-0
My Appointment Expires Jan. 13, 2001
