OPTION AGREEMENT
THIS OPTION AGREEMENT ("Agreement") is made and entered into as of the
7th day of May, 1997 by and between GUARDIAN INTERNATIONAL, INC., a Nevada
corporation (the "Company"), and ALARM CONTROL, INC., a Florida corporation
("Optionee").
W I T N E S S E T H:
WHEREAS, the Company desires to grant Optionee an option to acquire up
to One Hundred Thousand (100,000) shares of the Company's common stock, par
value $.001 per share ("Common Stock"), subject to the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) in hand paid,
and other good and valuable consideration, the receipt, adequacy and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:
1. RECITALS. The forgoing recitals are true and correct and are hereby
incorporated by reference.
2. OPTION. The Company hereby grants Optionee the option ("Option") to
purchase One Hundred Thousand (100,000) shares of Common Stock (the "Option
Stock") for a price ("Option Price") equal to Two Dollars and 50/100 ($2.50) per
share of Common Stock, subject to adjustment as hereinafter provided. The Option
shall become exercisable on January 1, 1998 and shall continue to be exercisable
until (and including) January 1, 2002 ("Exercise Period"). The Option may be
exercised from time to time during the Exercise Period for a minimum number of
shares of Option Stock equal to Five Thousand (5,000) shares.
3. EXERCISE OF OPTION. Optionee may exercise the Option by delivering
written notice thereof ("Exercise Notice") to the Company at any time during the
Exercise Period, which Exercise Notice shall specify the number of shares of
Option Stock for which such exercise is made. It shall be a condition precedent
of any exercise of the Option that Optionee shall have remained in the
continuous employment of the Company from the date hereof through and including
the date of the exercise of the Option. The Option shall terminate upon and
shall not be exercisable after and in the event Xxxxx X. Xxxxx'x ("Xxxxx")
employment with the Company is terminated for cause, as such term is defined in
that certain Employment Agreement by and between Xxxxx and the Company. The
closing of the purchase and sale of Option Stock pursuant to the Option ("Option
Closing") shall take place on the date set forth in the Exercise Notice, which
date shall not be less than fourteen (14) days, nor later than thirty (30) days,
after the date the Exercise Notice is given to the Company. At the Option
Closing, Optionee shall tender the Option Price to the Company by cashier's
check or wire transfer, and the Company shall issue, or cause to be issued, to
Optionee stock certificates evidencing the Option Stock.
4. SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any
time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Option Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of shares of Option
Stock obtainable upon exercise of the Option will be proportionately increased.
If the Company at any time combines (by reverse stock split or otherwise) one or
more classes of its outstanding shares of Common Stock into a smaller number of
shares, the Option Price in effect immediately prior to such combination will be
proportionately increased and the number of shares of Common Stock obtainable
upon exercise of the Option will be proportionately decreased.
5. REGISTRATION RIGHTS. In the event Buyer proposes to register any of
its securities under the "Act" (as hereinafter defined)("Offering"), then
Optionee shall be entitled to the registration rights set forth in Article XVIII
of that certain "Asset Purchase Agreement" dated of even date herewith by and
between the Company and Optionee, to which this Agreement is attached as an
exhibit, and the Company shall permit Optionee to exercise the Option and
consummate the Option Closing prior to the date "Shareholder" (as defined in the
Asset Purchase Agreement) must give notice to the Company of its intention to
register Common Stock in such Offering.
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6. COVENANT OF THE COMPANY. The Company covenants and agrees with
Optionee that it shall at all time during the Exercise Period reserve for
issuance the Option Stock.
7. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee represents and
warrants to the Company as of the date hereof and upon each exercise of the
Option as follows:
A. It is acquiring the Option and the Option Stock for itself for
the purpose of investment and not with a view to the distribution or resale
thereof.
B. It is fully informed that (i) the Option and the Option Stock are
being sold pursuant to an exemption under the Securities Act of 1933, as amended
(the "Act"), and under similar exemptions from registration under other state
securities or similar laws, and that the sale of the Option and the Option Stock
is not being registered under the Act or under any state or other securities or
similar laws; (ii) except as otherwise provided herein, the Option and the
Option Stock must be held indefinitely unless they are subsequently registered
under the Act and under any applicable state or other securities or similar laws
or unless an exemption from such registration is available under or pursuant to
the Act or any such other laws; and (iii) the Company has no obligation with
respect to registration of the Option or the Option Stock. Optionee further
understands that as a result of the foregoing restrictions, he must bear the
economic risk of holding the Option Stock for an indefinite period of time until
the Option Stock is registered under the Securities Act, or an exemption from
registration thereunder is available.
C. Optionee hereby represents and warrants that he has knowledge and
experience in financial and business matters in general and is capable of
evaluating the merits and risks of the prospective investment in the Option and
the Option Stock.
D. Optionee hereby acknowledges and confirms that he has been given
complete access to all public documents, records, contracts and books of the
Company, and that he has engaged in a complete examination of all such public
documents, records, contracts and books to the extent deemed necessary by him in
reaching the decision to obtain the Option and the Option Stock and become an
investor in the Company. Optionee hereby further acknowledges and confirms that
he has had an opportunity to ask questions of and receive answers from the
executive officers of the Company concerning the Option, the Option Stock, the
Company and its affairs and related matters and with respect to any other matter
the Optionee deemed relevant, and all such inquiries have been completed to the
Optionee's satisfaction.
E. Optionee acknowledges and understands that the Company will be
relying on the accuracy and completeness of all matters set forth in this
Paragraph 7, and the Optionee represents and warrants to the Company that the
representations, warranties, acknowledgments, covenants and agreements set forth
herein are complete, true and correct and may be relied upon by them in
determining whether the offer and sale of the Option and the Option Stock to the
Optionee is exempt from registration under the Securities Act and relevant state
securities laws.
F. Optionee further understands that the certificates evidencing the
Option Stock will bear a legend in substantially the following form:
The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act") and may not be
sold, assigned or transferred in the absence of an effective
registration statement under the Act, an opinion of counsel
satisfactory to Guardian International, Inc. that such registration is
not required, or evidence that the shares have been sold in compliance
with Rule 144 under the Act.
8. RIGHTS OF THE OPTIONEE. The grant of this Option, execution of this
Agreement or exercise of any portion of this Option shall not confer upon the
Optionee any right to, or guaranty of, a position as an employee, consultant,
advisor or director of the Company or any of its subsidiaries, or in any way
limit the right of the Company or such subsidiaries to terminate the Optionee's
position as an employee, consultant and/or director at any time.
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9. MISCELLANEOUS.
A. NOTICES. All notices, demands or other communications given
hereunder shall be in writing and shall be deemed to have been duly given only
upon hand delivery thereof or upon the first business day after mailing by
United States registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
To Company: Guardian International, Inc.
0000 X. 00xx Xxxxxxx
Xxxxxxxxx, Xxxxxxx 00000
Telephone: (000)000-0000
Facsimile: (000)000-0000
Attention: Xxxxxxx Xxxxxxxx, President
To Optionee: Alarm Control, Inc.
0000 X.X. 000xx Xxxxxx, Xxxxx X-00
Xxxxx Xxxxx, Xxxxxxx 00000
Telephone: (000)000-0000
Facsimile: (000)000-0000
Attention: Xxxxx X. Xxxxx
or to such other address or such other person as any party shall designate, in
writing, to the other for such purposes and in the manner hereinabove set forth.
Notwithstanding the foregoing, notice, requests or demands or other
communications referred to in this Agreement may be sent by facsimile, federal
express or other method of delivery, but shall be deemed to have been given only
when received.
B. AMENDMENT. The parties hereby irrevocably agree that no attempted
amendment, modification, termination, discharge or change (collectively,
"Amendment") of this Agreement shall be valid and effective, unless the parties
shall unanimously agree in writing to such Amendment.
C. NO WAIVER. No waiver of any provision of this Agreement shall be
effective unless it is in writing and signed by the party against whom it is
asserted, and any such written waiver shall only be applicable to the specific
instance to which it relates and shall not be deemed to be a continuing or
future waiver.
D. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of Florida and any proceeding arising between the
parties in any manner pertaining or related to this Agreement shall, to the
extent permitted by law, be held in Broward County, Florida.
E. FURTHER ASSURANCES. The parties hereto will execute and deliver
such further instruments and do such further acts and things as may be
reasonably required to carry out the intent and purposes of this Agreement.
F. ENTIRE AGREEMENT. This Agreement sets forth all the promises,
covenants, agreements, conditions and understandings between the parties hereto,
and supersedes all prior and contemporaneous agreements, understandings,
inducements or conditions, expressed or implied, oral or written, between the
parties with respect to the matters contained herein.
G. PREVAILING PARTY. If any party hereto is required to engage in
litigation against any other party hereto, either as a plaintiff or as
defendant, in order to enforce or defend any rights under this Agreement and
such litigation results in a final judgment in favor of such party ("Prevailing
Party"), then the party or parties against whom said final judgment is obtained
shall reimburse the Prevailing Party for all direct, indirect or incidental
expenses incurred including, but not limited to all attorneys' fees, paralegals'
fees, court costs and other expenses incurred throughout all negotiations,
trials or appeals undertaken in order to enforce the Prevailing Party's rights
hereunder.
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H. BINDING EFFECT; ASSIGNMENT. This Agreement shall inure to
the benefit of the Company and Optionee and be binding upon the parties hereto,
and their respective successors and permitted assigns. Neither the Option, this
Agreement, or any right or interest hereto shall be assignable in whole or in
part by Optionee, except with the Company's prior written consent, which may be
withheld in the Company's sole discretion.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year set forth above.
Witness: GUARDIAN INTERNATIONAL, INC., a Nevada corporation
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxxxx
---------------------- ------------------------------------------------
Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx, President
/s/ Xxxxx Xxxxx
----------------------
Xxxxx Xxxxx
ALARM CONTROL, INC., a Florida corporation
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxx
---------------------- ------------------------------------------------
Xxxxxx Xxxxxx Xxxxx X. Xxxxx, President
/s/ Xxxxx Xxxxx
----------------------
Xxxxx Xxxxx
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