THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. AS
AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND
UNTIL THEY ARE FIRST REGISTERED UNDER SUCH ACT AND ALL RULES AND REGULATIONS
RELATING TO THE SALE, TRANSFER OR OTHER DISPOSITION THEREUNDER HAVE BEEN
COMPLIED WITH OR UNLESS AND UNTIL COUNSEL SATISFACTORY TO THE COMPANY EFFECT
THAT SUCH REGISTRATION IS NOT REQUIRED.
EP MEDSYSTEMS, INC.
A NEW JERSEY CORPORATION
STOCK OPTION
OPTION TO PURCHASE SHARES OF THE COMMON STOCK AS HEREIN DESCRIBED
DATED AS OF _______, 2000
This certifies that, for value received
NAME: _______________
ADDRESS:___________________________
(herein called "optionholder"), is entitled to purchase from EP MEDSYSTEMS, INC.
(herein called the "Company"), having its principal place of business at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, at the price of [insert
exercise price] per share, [insert quantity] shares of the common stock of the
Company.
As used in this option, the following terms have the meanings indicated:
A. Act means the Securities Act of 1933, as amended.
B. Common Stock means the equity securities of the Company known as
common stock, of which 25,000,000 shares have been authorized.
C. Option price means the price of [insert exercise price] per share.
1. Exercise of Option. The optionholder may exercise purchase rights for [insert
quantity] shares of the Company's common stock at the accumulating rate of
[insert vesting schedule], beginning on the first day of [insert date vesting
commences], and accruing at the rate of [insert quantity] shares per month on
the first day of each successive month for [insert vesting term] months
thereafter; provided, however, that in the event optionholder ceases to be a
director of the Company prior to [five years from commencement], the
optionholder shall forfeit his right to earn monthly options for the period
commencing with the date on which he ceased to be a director and ending on [five
years from commencement]. In no event shall the optionholder exercise any
purchase rights later than [insert termination date], at 5:00 p.m. Eastern Time
(the
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"expiration date"). The Company agrees that the optionholder shall be deemed the
record owner of such shares as of the close of business on the date on which
this option shall have been presented and payment has been made for such shares
as aforesaid. Certificates for the shares of stock so purchased shall be
delivered to the optionholder within a reasonable time, not exceeding thirty
(30) days, after the rights represented by this option have been duly exercised.
This option on all accrued shares may be exercised in whole or in part, at the
discretion of the optionholder.
2. Adjustments. In case, prior to the expiration of this Option by exercise or
by its terms, the Company shall issue any shares of its common stock as a stock
dividend or subdivide the number of outstanding shares of its common stock into
a greater number of shares, then in either of such cases, the then applicable
purchase price per share of the shares of common stock purchasable pursuant to
this Option in effect at the time of such action shall be proportionately
reduced and the number of shares at that time purchasable pursuant to this
Option shall be proportionately increased; and conversely, in the event the
Company shall contract the number of outstanding shares of common stock by
combining such shares into a smaller number of shares, then, in such case, the
then applicable purchase per share of the shares of common stock purchasable
pursuant to this Option in effect at the time of such action shall be
proportionately increased and the number of shares of common stock at that time
purchasable pursuant to this Option shall be proportionately decreased. If the
Company shall, at any time, during the life of this Option, declare a dividend
payable in cash on its common stock and shall at substantially the same time
offer of its stockholders a right to purchase new common stock from the proceeds
of such dividend or for an amount substantially equal to the dividend, all
common stock so issued shall, for the purpose of this Option, be deemed to have
been issued as stock dividend. Any dividend paid or distributed upon the common
stock in stock of any other class of securities convertible into shares of
common stock shall be treated as a dividend paid in common stock to the extent
that shares of common stock are issuable upon conversion thereof.
3. Exchange, Division or Combination. Subject to the provisions hereinafter set
forth, this option is exchangeable at the option of the optionholder at the
principal office of the Company for other options of different denominations
entitling the optionholder to purchase the aggregate number of shares of common
stock as are purchasable hereunder; and this option may be divided or combined
with other options which carry the same rights. In either case, any alterations
will be made upon presentation at the principal office of the Company, of the
options, together with a written notice, signed by the optionholder, of its
authorized representative, specifying the names and denominations in which any
new options are to be issued, and the payment of any transfer tax due in
connection therewith.
4. Option Price. A share of common stock may be purchased pursuant to this
option, at the option price of [inset option price] per share.
5. Certain Covenants of the Company. The Company agrees and covenants that:
A. During the period within which the rights represented by this option
may be exercised, the Company shall at all times reserve and keep available,
free from preemptive rights out of the aggregate of its authorized but unissued
common stock, for the purpose of enabling it
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to satisfy any obligation to issue shares of common stock, upon the exercise of
this option, the number of shares of common stock deliverable upon the exercise
of this option. If at any time the number of shares of authorized common stock
shall not be sufficient to effect the exercise of this option, the Company will
take such corporate action as may be necessary to increase its authorized but
unissued common stock to such number of shares as shall be sufficient for such
purpose; and the Company shall have analogous obligation with respect to any
other securities or property issuable upon the exercise of this option;
B. All common stock which may be issued upon the exercise of the rights
represented by this option will upon issuance be validly issued, fully paid,
non-assessable, and free from all taxes, liens, and charges with respect to the
issuance thereof; and
C. All original issue taxes payable in respect of the issuance of shares
upon the exercise of the rights represented by this option shall be borne by the
Company, but in no event shall the Company be responsible or liable for income
taxes or transfer taxes upon the transfer of any option; and
D. The Company will not, by amendment of its articles of incorporation, or
through reorganization, consolidation, merger, dissolution, issuance of capital
stock, or sale of treasury stock (otherwise than upon exercise of this option)
or sale of assets, or by any other voluntary act or deed, avoid or seek to avoid
the performance of observance of any of the covenants, stipulations, or
conditions in this option to be observed or performed by the Company, but will
at all times in good faith assist, insofar as it is able, in carrying out all of
the provisions of this option.
6. Voting and Other Rights. Until exercised, this option shall not entitle the
optionholder to any voting or other rights as a shareholder of the Company.
7. Certain Restrictions or Transferability. This option shall not be sold or
transferred by the optionholder.
8. Loss, Theft, Destruction or Mutilation. If this option is lost, stolen,
mutilated, or destroyed, the Company shall, upon such terms as the Company shall
reasonably impose, including a requirement that the optionholder obtain a bond,
issue a new requirement that the optionholder obtain a bond, issue a new option
of like denomination, tenor, and date. Any such new option shall constitute an
original contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed option shall be at any time enforceable by
anyone.
9. Substituted Options. Any option issued pursuant to the provisions of the
proceeding section, or upon exchange, division, or partial exercise of this
option or combination thereof with another option or options shall set forth
each provision set forth in this agreement, as each such provision is set forth
herein, and shall be duly executed on behalf of the Company by an authorized
officer.
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10. Effect of Surrender. Upon surrender o f this option for exchange, or upon
the exercise hereof, this option shall be cancelled by the Company and shall not
be reissued by the Company, except as otherwise provided for herein. Any new
option certificates shall be issued promptly but no later than seven days after
receipt of the old option certificates.
11. Persons Bound. This option shall inure to the benefit of and be binding upon
the optionholder, the Company, and the Company's successors and assigns.
12. Notices. All notices required hereunder shall be in writing and shall be
deemed given when telegraphed, delivered personally, telefaxed, or within two
days after mailing when mailed by certified or registered mail to the Company or
optionholder, at the address of such party as hereinafter set forth, or amended
by written notice from either the Company or the optionholder.
To the Company:
To the optionholder:
13. Governing Law. The validity, interpretation, and performance of this option
and the terms and provisions hereof shall be governed by the laws of the State
of New Jersey.
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS OPTION TO BE DULY EXECUTED
EFFECTIVE AS OF __________________, BY ITS PRESIDENT.
EP MEDSYSTEMS, INC.
By ______________________________
ATTEST
_________________________________
Secretary
Accepted by
_________________________________
Optionholder
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PURCHASE FORM
TO BE EXECUTED
UPON EXERCISE OF OPTION
The undersigned hereby exercises the right to purchase shares of common stock
evidenced by the within option according to the terms and conditions thereof,
and herewith makes payment of the purchase price in full, for _____ shares. The
undersigned requests that the certificate(s) shall be issued in the name set
forth below.
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Signature Date
Name: --------------------------------------------------------------------------
Address: -----------------------------------------------------------------------
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Tax Identification Number: -----------------------------------------------------
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