EXHITBIT 4.1
OPTION AGREEMENT
This Option Agreement ("Agreement") made and entered into on this ____ day
of _____, 200_, by and between UNION DENTAL CORP., a Florida corporation with
its principal place of business located at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000,
Xxxxx Xxxxxxx, XX 00000 (hereinafter the "Grantor"), its successors and/or
assigns, and ________________ _________________________________________________
(hereinafter the "Grantee").
WHEREAS, Grantee and Grantor have entered into an Employment Agreement (the
"Agreement") and pursuant to the terms of said Agreement, Grantor has agreed to
issue to Grantee an option to purchase shares of Grantor's Common Stock,
provided that certain conditions enumerated in the Agreement have been adhered
to; and
WHEREAS, all of the conditions included in the Agreement relating to the
issuance of this Option by Grantor have been met.
NOW THEREFORE, the parties hereby agree as follows:
1. Issuance of Option to Purchase Common Stock. In exchange for good and
valuable consideration, more specifically stated in the Agreement, the
receipt and sufficiency of which is hereby acknowledged, Grantor herewith
grants and gives to Grantee the absolute and irrevocable right, privilege
and option for the period commencing on __________ and continuing
thereafter for a period of five (5) years from the commencement date
referenced herein (the "Option Period"), to purchase ___________ Common
Shares, par value $.0001 per share, of Grantor (the "Option Stock"), or in
the event any merger, consolidation or other combination effectuated
between the Grantor and any other entity, to purchase such Common Shares
from Grantor's successor thereto.
2. Reservation of Common Shares. Grantor agrees to reserve from its authorized
but unissued Common Stock sufficient shares to allow Grantee to exercise
the Option granted herein and Grantor will hold the same in reserve until
the end of the Option Period so that Grantee may have the opportunity to
take advantage of such Option and exercise the same. Grantor further
represents and warrants to Grantee that is has a sufficient number of
authorized but unissued Common Shares to effectuate this proposed
transaction.
3. Exercise Price. The Grantor hereby grants to Grantee the right to purchase
such Common Stock at a purchase price of Fifty Cents ($.50) per share
Grantee shall not be obligated to exercise its Option on all of the Option
Stock at any one time, but may elect to exercise its rights hereunder in as
many separate allocations as it may so desire during the Option Period.
4. Consideration. All payments tendered by Grantee to Grantor for the Option
Stock shall be for cash consideration only.
5. Method of Exercise of Option. At lease five (5) days prior to the date upon
which all or any portion of the option granted herein is to be exercised,
Grantee shall deliver to the Grantor written notice of its election to
exercise the option, which notice shall specify the date and time for the
issuance of the shares underlying the option granted herein, as well as the
number of shares in respect of which the option is to be exercised. The
date specified shall be a business day and time specified shall be during
the regular business hours of the Company.
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6. Payment and Delivery of Shares. The Grantee shall, at the date and time
specified in the applicable notice described in Paragraph 5 hereinabove,
deliver a bank cashier's check or other form of certified funds acceptable
to Grantor in United States currency, payable to Grantor herein in the
amount of the option price for the shares in respect of which the option is
being exercised. Such delivery shall be made to the Grantor at its
principal place of business and such check or checks shall be drawn to the
order of the Grantor. Contemporaneously with such payments, the Grantor
shall deliver to the Grantee duly endorsed and in proper form, certificates
representing the common shares of Grantor in respect of which the option is
being exercised.
7. Adjustments. The number of common shares subject to the option granted
herein shall be proportionately adjusted for any change in the stock
structure of the Grantor because of stock splits whether forward or
reverse.
8. Investment Intent. All Option Stock acquired by exercise of the option
granted by this Agreement shall be subject to the restrictions all included
within Rule 144 promulgated under the Securities Act of 1933, as amended,
unless otherwise stated in Grantee's Employment Agreement. All share
certificates representing shares acquired by the exercise of the option
provided herein shall have endorsed thereon the following legend, unless
otherwise stated in Grantee's Employment Agreement:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND
ARE `RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN THE
ACT. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY."
9. Representations of Grantee. Upon exercise of the option granted herein,
Grantee hereby acknowledges that it will be required to represent to
Grantor that:
a. The Option Shares are being purchased by Grantee for investment only,
for its own account, and not with a view to the offer or sale in
connection therewith, or the distribution thereof, and that the
Grantee is not participating, directly or indirectly, in an
underwriting or any such undertaking.
b. Grantee will not take, or cause to be taken, any action that would
cause it to be deemed an underwriter of the Option Shares, as defined
in Section 2(11) of the Securities Act of 1933, as amended (the
"Act").
c. Grantee has been afforded an opportunity to examine such documents and
obtain such information concerning the Company as it may have
requested and has had the opportunity to request such other
information (and all information so requested has been provided) for
the purpose of verifying the information furnished to it and for the
purpose of answering any question it may have had concerning the
business affairs of the Company.
d. It understands that the issuance of the Option Shares is made pursuant
to exemptions from registration provided by Section 4(2) of the Act
and/or Regulation D, promulgated thereunder.
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10. Benefit. This Option Agreement and the covenants and conditions herein
contained shall inure to the benefit of and be binding upon the parties
hereto and their successors and assigns. Immediately upon the exercise of
the option herewith granted, all rights, privileges and benefits pertaining
to all of such shares shall pass to and be the unencumbered property of the
Grantee.
11. Applicable Law. It is the intention of the parties that the laws of the
State of Florida govern the determination of the validity of this
Agreement, the construction of its terms and interpretation of the rights
and duties of the parties.
12. Notices. Any notices or other communications required or permitted hereby
shall be sufficiently given if sent by registered or certified mail,
postage prepaid, return receipt requested, addressed to the applicable
party as stated hereinabove or to such other addresses as either party
shall designate to the other by notice, in writing.
IN WITNESS WHEREOF, the parties have signed this Option Agreement on this
____ day of _____, 200_.
GRANTOR: UNION DENTAL CORP.
By:/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President & C.E.O.
GRANTEE: (NAME)
By:___________________________________
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