EXHIBIT 10.136
UNIT PURCHASE OPTION AMENDMENT
This Unit Purchase Option Amendment ("Amendment") is made and entered into
as of January 4, 1999, between DISPLAY TECHNOLOGIES, INC., a Nevada corporation
(fka La-Man Corporation) (the "Company"), and XXXXX X. XXXXXXX, an individual
residing at 0000 Xxxxx Xxxxx, Xxxxx, Xxxxxxxxx 00000 ("Xxxxxxx").
RECITALS:
A. Pursuant to a January 6, 1994 Unit Purchase Option (the "Option") the
Company granted to Xxxxxxx, Xxxxxxxxx & Associates, Inc. ("MHA") the option
(adjusted for certain stock dividends paid by the Company in 1996, 1997 and
1998) to purchase, for $6.74 (the "Option Price") per unit ("Unit(s)"), 35,887
Units (each Unit comprised of two (2) shares of the Company's common stock and
two (2) common stock purchase warrants ("Warrants") exercisable at the price of
$4.68 per share (the "Warrant Exercise Price");
B. The Units granted under the Option entitle the lawful holder of the
Option, upon exercise in full of the Option, to acquire an aggregate of (i)
71,774 shares of Common Stock and (ii) 71,774 Warrants exerciseable at the
Warrant Exercise Price;
C. Subsequent to the grant of the Option, MHA filed for bankruptcy
protection under the federal bankruptcy laws;
D. Pursuant to an agreement dated as of December 29, 1998 between the
Trustee in Bankruptcy for MHA and Xxxxxxx, which agreement was approved by order
of the United States Bankruptcy Court, District of Minnesota (a copy of which
agreement and order are attached as Exhibit A and incorporated by reference in
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this Agreement), Xxxxxxx was granted the sole and exclusive right to exercise
the Option as the successor to MHA;
X. Xxxxxxx has notified the Company that he intends to exercise the
Option in full, but has requested that the Company agree to extend the
expiration date of the Option and the Warrants from January 6, 1999 to February
1, 1999, and the Company is agreeable to doing so on the following terms and
conditions:
NOW, THEREFORE, the Company and Xxxxxxx agree as follows:
1. ADJUSTMENT OF OPTION PRICE. The Option is hereby amended by increasing the
Option Price from $6.76 per Unit to $6.85 per Unit.
2. EXTENSION OF OPTION AND WARRANTS. Subject to the receipt by the Company of
$13,700 in partial exercise of the Option (2,000 Units), the Option is further
amended by extending the expiration date of the Option and the Warrants from
January 6, 1999 to the close of business on February 1, 1999.
3. ADJUSTMENT OF WARRANT EXERCISE PRICE. Effective simultaneously with
extension of the expiration dates of the Option and the Warrants, the Warrant
Exercise Price shall be increased from $4.68 per Warrant to $4.75 per Warrant.
4. ENTIRE AGREEMENT. This Amendment and the Option, as amended hereby,
represent the entire agreement, arrangement and understanding between the
Company and Xxxxxxx with respect to the subject matter hereof and supersede and
negate any and all other such agreements, arrangements and understandings.
5. XXXXXXX REPRESENTATION. Xxxxxxx represents and warrants to the Company
that he is the sole and exclusive owner of the Option and the securities
underlying the Option, that no other person, corporation or other entity has any
exercise or other rights with respect to the Option or such securities, and that
he has all requisite power and authority to exercise the Option and the
Warrants.
6. GOVERNING LAW. This Amendment is to be governed by and construed and
interpreted in accordance with the laws of the State of Florida without giving
effect to the conflicts of law principles thereof.
IN WITNESS WHEREOF, Display Technologies, Inc. and Xxxxx X. Xxxxxxx have
executed this Amendment as of the date first above stated.
DISPLAY TECHNOLOGIES, INC.
/s/ J. Xxxxxxx Xxxxxxxx
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J. Xxxxxxx Xxxxxxxx
President and Chief Executive Officer
/s/ Xxxxx X. Xxxxxxx
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XXXXX X. XXXXXXX
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ACKNOWLEDGMENT
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STATE OF MINNESOTA )
) ss.:
COUNTY OF _________ )
The foregoing instrument was acknowledged before me this 8th day of
January, 1999, by XXXXX X. XXXXXXX. He is personally known to me or has
produced [driver's license] as identification and (did/did not) take an oath.
/s/
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Name:
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Notary Public - State of Minnesota
My Commission Expires:
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