EXHIBIT 10.2
FORM OF OPTION AGREEMENT FOR DIRECTORS
OPTION AGREEMENT
This OPTION AGREEMENT dated as of October 27, 2000, between PAGEACTIVE
HOLDINGS, INC., a Nevada corporation (the "Company"), and [Director], an
individual ("Holder").
WHEREAS, the Company agrees to issue to Holder 500,000 options (the
"Options"), each such Option entitling Holder to purchase one share of Common
Stock par value $0.001 per share, of the Company (the "Shares") at an exercise
price of $0.15 per share; and
WHEREAS, the Options which are the subject of this Agreement will be
issued by the Company to Holder as part of consideration payable to Holder for
serving on the Board of Directors of the Company.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
SECTION 1. OPTION CERTIFICATES. The Option Certificates to be delivered
pursuant to this Agreement (the "Option Certificates") shall be in the form set
forth in EXHIBIT A, attached hereto and made a part hereof. The Option
Certificates shall be executed on behalf of the Company by its Chief Executive
Officer, President, or any Vice President under its corporate seal reproduced
thereon and attested by its corporate secretary or one of its assistant
secretaries. Option Certificates may be exchanged at the Optionholder's option,
when surrendered to the Company for another Option Certificate or other Option
Certificates of like tenor and representing in the aggregate a like number of
Options.
SECTION 2. RIGHT TO EXERCISE OPTIONS. Each Option may be exercised from
the date of this Agreement until 11:59 P.M. (Los Angeles time) on the date that
is five years after the date of this Agreement (the "Expiration Date"). Each
Option not exercised on or before the Expiration Date shall expire. Subject to
the provisions of this Option Agreement, the holder of each Option shall have
the right to purchase from the Company, and the Company shall issue and sell to
each such Optionholder, at an initial exercise price per share of $0.15, subject
to adjustment as provided herein (the "Exercise Price"), one fully paid and
nonassessable Share upon surrender to the Company of the Option Certificate
evidencing such Option, with the form of election to purchase duly completed and
signed and evidence of payment of the Exercise Price. Payment of the Exercise
Price shall be made by wire transfer or check to the Company. A check for the
option price shall not be considered delivered until good funds are received by
the Company.
Upon surrender of such Option Certificate and payment of the Exercise
Price, the Company shall cause to be issued and delivered promptly to the Option
holder a certificate for the Shares issuable upon the exercise of the Option or
Options evidenced by such Option Certificate. The Options evidenced by an Option
Certificate shall be exercisable at the election of the Option holder thereof,
either as an entirety or from time to time for less than all of the number of
Options specified in the Option Certificate.
SECTION 3. RESERVATION OF SHARES. The Company will at all times reserve
and keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued Shares or its authorized and issued Shares held in its
treasury for the purpose of enabling it to satisfy any obligation to issue
Shares upon exercise of Options, the full number of Shares deliverable upon the
exercise of all outstanding Options. The Company covenants that all Shares which
may be issued upon exercise of Options will be validly issued, fully paid and
nonassessable outstanding Shares of the Company.
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SECTION 4. REGISTRATION UNDER THE SECURITIES ACT OF 1933. Holder
represents and warrants to the Company that Holder is acquiring the Options for
investment and with no present intention of distributing or reselling any of the
Options. The Shares and the certificate or certificates evidencing any such
Shares shall bear the following legend:
"THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
IS AVAILABLE."
Certificates for Shares without such legend shall be issued if such shares are
sold pursuant to an effective registration statement under the Act or if the
Company has received an opinion from counsel reasonably satisfactory to counsel
for the Company, that such legend is no longer required under the Act.
Certificates for Options or Shares shall also bear such legends as may be
required from time to time by law.
SECTION 5. REGISTRATION RIGHTS.
a. PIGGYBACK REGISTRATION RIGHTS. If the Company at any time proposes
to register any of its securities under the Act, including an SB-2 Registration
Statement or otherwise, it will each such time give written notice to all
holders of outstanding Shares and Options of its intention so to do. The Company
will use best efforts at the request of Holder, if applicable, to register the
shares underlying these options on a form S-8 registration statement. Upon the
written request of a holder or holders of any such Shares or Options given
within 30 days after receipt of any such notice, the Company will use its best
efforts to cause all such Shares, the holders of which (or of the Options for
which upon exercise thereof the Company will issue Shares) shall have so
requested registration thereof, to be registered under the Act (with the
securities which the Company at the time propose to register), all to the extent
requisite to permit the sale or other disposition by the prospective sellers of
the Shares so registered; provided, however, that the Company may, as a
condition precedent to the effectiveness of such registration, require each
prospective seller to agree with the Company and the managing underwriter or
underwriters of the offering to be made by the Company in connection with such
registration that such seller will not sell any securities of the same class or
convertible into the same class as those registered by the Company (including
any class into which the securities registered by the Company are convertible)
for such reasonable period after such registration becomes effective (not
exceeding 30 days) as shall then be specified in writing by such underwriter or
underwriters if in the opinion of such underwriter or underwriters the Company's
offering would be materially adversely affected in the absence of such an
agreement. All expenses incurred by the Company in complying with this Section,
including without limitation all registration and filing fees, listing fees,
printing expenses, fees and disbursements of all independent accounts, or
counsel for the Company and or counsel for the sellers and the expense of any
special audits incident to or required by any such registration and the expenses
of complying with the securities or blue sky laws of any jurisdiction shall be
paid by the Company. Notwithstanding the foregoing, sellers shall pay all
underwriting discounts or commissions with respect to shares sold by the
sellers. Notwithstanding the above, the Company shall not be obligated to
register the securities underlying the option more often than every 120 days in
the case of an S-8 or every 365 days in the case of any other type of
registration statement.
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b. INDEMNIFICATION.
(i) In the event of any registration of any of its Shares
under the Act pursuant to this Section, the Company hereby indemnifies and holds
harmless the sellers of such Shares (which phrase shall include any underwriters
of such Shares), their respective directors and officers, and each other person
who participates, in the offering of such Shares and each other person, if any,
who controls such sellers, or such participating persons within the meaning of
the Act, against any losses, claims, damages or liabilities, joint or several,
to which each such seller or any such director or officer or participating
person or controlling person may become subject under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained, on the effective date thereof, in any
registration statement under which such Shares were registered under the Act,
any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereto, or arise out of or are based upon any omission
or alleged omission to state therein an material fact required to be stated
therein or necessary to make the statements therein not misleading; and will
reimburse each such Seller and each director, officer or participating or
controlling person for any legal or any other expenses reasonably incurred by
such Seller or such director, officer or participating or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, preliminary
prospectus or prospectus or amendment or supplement in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by such Seller specifically stating that it is for use
therein. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Seller or such directors, officer or
participating or controlling person, and shall survive the transfer of such
Shares by such Seller.
(ii) Each holder of any Shares or Options shall by acceptance
thereof indemnify and hold harmless the Company and its directors and officers,
and each person, if any who controls the Company, against any losses, claims,
damages or liabilities, joint or several, to which the Company or any director
or officer or any such person may become subject under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained, on the effective date thereof, in any
registration statement under which Shares were registered under the Act at the
request of such holder, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in such
registration statement, preliminary prospectus, prospectus, amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company through an instrument duly executed by or on behalf of such
holder specifically stating that it is for use therein; and will reimburse the
Company or such director, officer or person for any legal or any other expense
reasonably incurred in connection with investigation or defending any such loss,
claim, damage, liability or action.
c. RULE 144. If the Company shall be subject to the reporting
requirements of Section 13 of the 1934 Act, the Company will use its best
efforts timely to file all reports required to be filed from time to time with
the Commission (including but not limited to the reports under Section 13 and
15(d) of the 1934 Act referred to in subparagraph (c)(1) of Rule 144 adopted by
the Commission under the Act). If there is a public market for any Shares of the
Company at any time that the Company is not subject to the
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reporting requirements of either of said Section 13 or 15(d), the Company will,
upon the request of any holder of any Shares or Options, use its best efforts to
make publicly available the information concerning the Company referred to in
subparagraph (c)(2) of said Rule 144. The Company will furnish to each holder of
any shares or Options, promptly upon request, (i) a written statement of the
Company's compliance with the requirements of subparagraphs (c)(1) or (c)(2), as
the case may be, of said Rule 144, and (ii) written information concerning the
Company sufficient to enable such holder to complete any Form 144 required to be
filed with the Commission pursuant to said Rule 144.
SECTION 6. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES AND CLASS
OF CAPITAL STOCK PURCHASABLE. The Exercise Price and the number of Shares and
classes of capital stock of the Company purchasable upon the exercise of each
Option are subject to adjustment from time to time as set forth in this
Section 6.
a. ADJUSTMENT FOR CHANGE IN CAPITAL STOCK. If the Company: (1) pays a
dividend or makes a distribution on its Common Stock, in each case, in shares of
its Common Stock; (2) subdivides its outstanding shares of Common Stock into a
greater number of shares; (3) combines its outstanding shares of Common Stock
into a smaller number of shares; (4) makes a distribution on its Common Stock in
shares of its capital stock other than Common Stock; or (5) issues by
reclassification of its shares of Common Stock any shares of its capital stock;
then the number and classes of shares purchasable upon exercise of each Option
in effect immediately prior to such action shall be adjusted so that the holder
of any Option thereafter exercised may receive the number and classes of shares
of capital stock of the Company which such holder would have owned immediately
following such action if such holder had exercised the Option immediately prior
to such action.
b. ADJUSTMENT FOR OTHER DISTRIBUTIONS.If the Company distributes to all
holders of shares of its Common Stock any of its assets or debt securities or
any rights or options to the purchase assets, debt securities or other
securities of the Company, the Company shall, at the option of each
Optionholder, either:
(i) distribute to each Optionholder, on the date of distribution to
the shareholders, the amount of such assets of debt securities or the number of
such rights or options, pro rata, determined in accordance with the following
formula:
X' = X x W
-
O + W
where
X'= the amount of assets or debt securities or the number of
rights or options to be distributed to such Optionholder, as
the case may be.
X = the total amount of assets or debt securities or the total
number of rights or options to be distributed, as the case may
be.
W = the number of shares of Common Stock purchasable upon
exercise of the Options held by such Optionholder outstanding
on the record date set forth in paragraph (ii) below.
O = the number of shares of Common Stock outstanding on the record
date set forth in paragraph (ii) below; or
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(ii) adjust the Exercise Price in accordance with the following formula:
C' = C x (O X M) - F
-----------
O x M
where
C'= the adjusted Exercise Price.
C = the Exercise Price on the record date set forth below.
O = the number of shares of Common Stock outstanding on the record
date set forth Below.
M = the Current Market Price per share of Common Stock on the date
set forth below.
F = the fair market value on the record date of the distribution
of the assets, securities, rights or options. The Board of
Directors of the Company shall in good faith determine such
fair market value.
c. CONSOLIDATION, MERGER OR SALE OF THE COMPANY. If the Company is a
party to a consolidation, merger or transfer of assets which reclassifies or
changes its outstanding Common Stock, the successor corporation (or corporation
controlling the successor corporation or the Company, as the case may be) shall
by operation of law assume the Company's obligations under this Option
Agreement. Upon consummation of such transaction the Options shall automatically
become exercisable for the kind and amount of securities, cash or other assets
which the holder of an Option would have owned immediately after the
consolidation, merger or transfer if the holder had exercised the Option
immediately before the effective date of such transaction. As a condition to the
consummation of such transaction, the Company shall arrange for the person or
entity obligated to issue securities or deliver cash or other assets upon
exercise of the Option to, concurrently with the consummation of such
transaction, assume the Company's obligations hereunder by executing an
instrument so providing and further providing for adjustments which shall be as
nearly equivalent as may be practical to the adjustments provided for in this
Section.
SECTION 7. NOTICES TO COMPANY AND HOLDER. Any notice or demand
authorized by this Agreement to be given or made by any registered holder of any
Option Certificate to or on the Company shall be sufficiently given or made if
sent by registered mail, postage prepaid, addressed (until another address is
filed in writing by the Company with the holders) to the Company as follows:
PageActive Holdings, Inc.
P. O. Xxx 0000
Xx. Xxxxxxxxxx, XX 00000-0000
ANY NOTICE PURSUANT TO THIS AGREEMENT TO BE GIVEN BY THE COMPANY TO HOLDER SHALL
BE SUFFICIENTLY GIVEN IF SENT BY REGISTERED MAIL, POSTAGE PREPAID, ADDRESSED
(UNTIL ANOTHER ADDRESS IS FILED IN WRITING BY HOLDER WITH THE COMPANY) TO HOLDER
AS FOLLOWS:
[Director Name]
[Director Address]
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SECTION 8. SUPPLEMENTS AND AMENDMENTS. The Company and Holder may from
time to time supplement or amend this Agreement without the approval of any
Optionholders (other than Holder) in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or inconsistent
with any provisions herein, or to make any other provisions in regard to matters
or questions arising hereunder which the Company and Holder may deem necessary
or desirable and which the Company and Holder deem shall not adversely affect
the interests of the Optionholders.
SECTION 9. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or Holder shall bind and inure to
the benefit of their respective successors and assigns hereunder.
SECTION 10. GOVERNING LAW. This Agreement and each Option Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of California and for all proposes shall be governed by and construed in
accordance with the laws of said State.
SECTION 11. COUNTERPARTS. This Agreement may be executed simultaneously
in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. The Parties
agree that facsimile signatures of this Agreement shall be deemed a valid and
binding execution of this Agreement.
SECTION 12. ABSOLUTE GRANT. This grant of Options to Holder is
absolute. Holder shall retain these Options even if his employment with the
Company is terminated by Holder or the Company, with or without cause.
SECTION 13. CONFLICT WAIVER. The Parties hereto agree and acknowledge
that Xxxxxxx & Beam ("H&B") has been hired by the Company to perform services
for the Company. The parties hereto further acknowledge that they have been
informed of the inherent conflict of interest associated with the drafting of
this Agreement by Holder and waive any action they may have against Holder
regarding such conflict. All parties to this Agreement have been given the
opportunity to consult with counsel of their choice regarding their rights under
this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the date and year first above written.
PageActive Holdings, Inc.
By:
-----------------------------------------
---------------------------
Its:
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Optionee:
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EXHIBIT A
[FORM OF OPTION CERTIFICATE]
OPTION CERTIFICATE
THE OPTIONS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OR
OTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THE OPTIONS, SHARES OR OTHER SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
EXERCISABLE FROM 12:00 P.M. LOS ANGELES TIMES,
ON OCTOBER 27, 2000 UNTIL
11:59 P.M., LOS ANGELES TIME ON OCTOBER 27, 2005
No. 500,000 Options
----------
OPTION CERTIFICATE
PAGEACTIVE HOLDINGS, INC.
This Option Certificate certifies that [Director] ("Holder") or
registered assigns, is the registered holder of 500,000 Options (the "Options")
expiring October 27, 2005 (the "Expiration Date"), to purchase shares of Common
Stock (the "Shares") of PAGEACTIVE HOLDINGS, INC., a Nevada corporation (the
"Company"). Each Option entitles the holder to purchase from the Company before
11:59 p.m. (Los Angeles time) on the "Expiration Date" one fully paid and
nonassessable share of Common Stock of the Company at the initial exercise price
for each Option of $0.15 per share (the "Exercise Price"), upon surrender of
this Option Certificate and payment of the Exercise Price at an office or agency
of the Company, but only subject to the terms and conditions set forth herein
and in the Option Agreement. Payment of the Exercise Price may be permitted by
check or wire transfer. Payment shall be deemed accepted only upon the receipt
of good funds by the Company. As used herein, "Share" or "Shares" refers to the
Common Stock of the Company. In the event that upon any exercise of Options
evidenced hereby, the number of Options exercised shall be less than the total
number of Options evidence hereby, there shall be issued to the holder hereof or
his or her assignee a new Option Certificate evidencing the number of Options
not exercised. No adjustment shall be made for any cash dividends on any Shares
issuable upon exercise of this Option.
No Option may be exercised after 11:59 P.M. (Los Angeles Time) on the
Expiration Date. All Options evidenced hereby shall thereafter be void.
The Options evidenced by this Option Certificate are part of a duly
authorized issue of Options issued pursuant to an Option Agreement, dated
effective as of October 27, 2000 (the "Option Agreement"), duly executed by the
Company and Holder which Option Agreement is hereby incorporated by reference in
and made a part of this instruments and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Company and the holders (the words "holders" or "holder"
meaning the registered holders or registered holder of the Option Certificates
of Shares).
A-1
The Company may deem and treat the person(s) registered in the
Company's register as the absolute owner(s) of this Option Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, and of any distribution to the
holder(s) hereof, and for all purposes, and the Company shall not be affected by
any notice to the contrary.
All terms used in this Option Certificate which are defined in the
Option Agreement shall have the meaning assigned to them in the Option
Agreement.
THE OPTIONS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OR
OTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THE OPTIONS, SHARES OR OTHER SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
IN WITNESS WHEREOF, the Company has caused this Option Certificate to
be duly executed under its corporate seal.
Dated: October 27, 2000 PageActive Holdings, Inc.
By:
--------------------------
--------------------------
Its:
--------------------------
A-2
ELECTION TO PURCHASE
(To be executed upon exercise of Option)
The undersigned hereby irrevocably elects to exercise the
right, represented by this Option Certificate, to purchase ______ Shares and
herewith authorizes payment for such Shares in the amount of $_____ all in
accordance with the terms hereof. The undersigned requests that certificates for
such Shares be registered as follows:
Name Number of Shares
---- ----------------
all of whose addresses are ____________________________________________________,
and that such certificates be delivered to _______________________ whose address
is ______________ ___________________________________________________. If said
number of Shares is less than all of the Shares purchasable hereunder, the
undersigned requests that a new Option Certificate representing the remaining
balance of the Shares be registered in the name of [Director], whose address is
____________________________________________________ and that such Certificates
be delivered to the attention of ___________________ at the above address.
Dated: By:
-------------------- -------------------------------------
Its:
------------------------------------
OPTION CERTIFICATE
THE OPTIONS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OR
OTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THE OPTIONS, SHARES OR OTHER SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
EXERCISABLE FROM 12:00 P.M. LOS ANGELES TIME,
ON OCTOBER 27, 2000 UNTIL
11:59 P.M., LOS ANGELES TIME ON OCTOBER 27, 2005
No. 500,000 Options
----------
OPTION CERTIFICATE
PAGEACTIVE HOLDINGS, INC.
This Option Certificate certifies that [Director] ("Holder") or
registered assigns, is the registered holder of 500,000 Options (the "Options")
expiring October 27, 2005 (the "Expiration Date"), to purchase shares of Common
Stock (the "Shares") of PAGEACTIVE HOLDINGS, INC., a Nevada corporation (the
"Company"). Each Option entitles the holder to purchase from the Company before
11:59 p.m. (Los Angeles Time) on the "Expiration Date" one fully paid and
nonassessable share of Common Stock of the Company at the initial exercise price
for each Option of $0.15 per share (the "Exercise Price"), upon surrender of
this Option Certificate and payment of the Exercise Price at an office or agency
of the Company, but only subject to the terms and conditions set forth herein
and in the Option Agreement. Payment of the Exercise Price may be permitted by
check or wire transfer. Payment shall be deemed accepted only upon the receipt
of good funds by the Company. As used herein, "Share" or "Shares" refers to the
Common Stock of the Company. In the event that upon any exercise of Options
evidenced hereby, the number of Options exercised shall be less than the total
number of Options evidence hereby, there shall be issued to the holder hereof or
his or her assignee a new Option Certificate evidencing the number of Options
not exercised. No adjustment shall be made for any cash dividends on any Shares
issuable upon exercise of this Option.
No Option may be exercised after 11:59 P.M. (Los Angeles Time) on the
Expiration Date. All Options evidenced hereby shall thereafter be void.
The Options evidenced by this Option Certificate are part of a duly
authorized issue of Options issued pursuant to an Option Agreement, dated
effective as of October 27, 2000 (the "Option Agreement"), duly executed by the
Company and Holder which Option Agreement is hereby incorporated by reference in
and made a part of this instruments and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Company and the holders (the words "holders" or "holder"
meaning the registered holders or registered holder of the Option Certificates
of Shares).
The Company may deem and treat the person(s) registered in the
Company's register as the absolute owner(s) of this Option Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, and of any distribution to the
holder(s) hereof, and for all purposes, and the Company shall not be affected by
any notice to the contrary.
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All terms used in this Option Certificate which are defined in the
Option Agreement shall have the meaning assigned to them in the Option
Agreement.
THE OPTIONS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OR
OTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THE OPTIONS, SHARES OR OTHER SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
IN WITNESS WHEREOF, the Company has caused this Option Certificate to
be duly executed under its corporate seal.
Dated: October 27, 2000 PageActive Holdings, Inc.
By:
--------------------------
--------------------------
Its:
--------------------------
2
ELECTION TO PURCHASE
(To be executed upon exercise of Option)
The undersigned hereby irrevocably elects to exercise the
right, represented by this Option Certificate, to purchase ______ Shares and
herewith authorizes payment for such Shares in the amount of $_____ all in
accordance with the terms hereof. The undersigned requests that certificates for
such Shares be registered as follows:
Name Number of Shares
---- ----------------
all of whose addresses are ____________________________________________________,
and that such certificates be delivered to _______________________ whose address
is ______________ ___________________________________________________. If said
number of Shares is less than all of the Shares purchasable hereunder, the
undersigned requests that a new Option Certificate representing the remaining
balance of the Shares be registered in the name of [Director], whose address is
____________________________________________________ and that such Certificates
be delivered to the attention of ___________________ at the above address.
Dated: By:
-------------------- -------------------------------------
Its:
------------------------------------
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