EXHIBIT 10.47
STOCK OPTION AGREEMENT
10,000 Shares
_________________
Date of Grant: December 20, 2001
Expiration Date: December 20, 2011
Exercise Price: $15.37 Per Share
_________________
TO: ___________________
In consideration for your serving as a director of SRI/Surgical Express,
Inc. and to give you a direct and continuing interest in its sustained success
and profitability, you have been granted as of the Date of Grant stated above a
nonqualified Stock Option to purchase up to 10,000 shares of its common stock,
$.001 par value, at an exercise price of $15.37 per share, subject to all the
following terms and conditions:
1. Definitions. As used in this Agreement, the capitalized terms defined
------------
below have the respective meanings ascribed to them:
"Agreement" means this Stock Option Agreement, as originally executed
by you and the Company, and as subsequently amended or modified in
accordance with its terms.
"Board of Directors" means the Board of Directors of the Company.
"Change in Control" means any of the following: (a) the shareholders
of the Company approve a liquidation of all or substantially all the
consolidated assets of the Company and its Subsidiaries, other than a
liquidation of a Subsidiary into the Company or another Subsidiary (unless
the transaction is subsequently abandoned or otherwise fails to occur); (b)
the shareholders of the Company approve a sale, lease, exchange, or other
transfer to any person other than the Company or a Subsidiary (in a single
transaction or related series of transactions) of all or substantially all
of consolidated assets of the Company and its Subsidiaries, excluding the
creation (but not the foreclosure) of a lien, mortgage, or security
interest (unless the transaction is subsequently abandoned or otherwise
fails to occur); (c) the shareholders of the Company approve a merger,
consolidation, reorganization, tender offer, exchange offer, or share
exchange in which the Company will not be the surviving corporation or will
become a majority-owned subsidiary of a person other than a Subsidiary
(unless the transaction is subsequently abandoned or otherwise fails to
occur); or (d) the occurrence of any event, transaction, or arrangement
that results in any person or group becoming a beneficial owner of (i) a
majority of the outstanding Shares or the common stock of any Subsidiary
that contributed more than 50% of the Company's consolidated revenues for
its last fiscal year, (ii) securities of the Company representing a
majority of the combined voting power of all the outstanding securities of
the Company that are entitled to vote generally in the election of its
directors, or (iii) with respect to any Subsidiary that contributed more
than 50% of the Company's consolidated revenues for its last fiscal year,
securities of that Subsidiary representing a majority of the combined
voting power of all the outstanding securities of that Subsidiary that are
entitled to vote generally in the election of its directors, unless in each
case enumerated in this clause (d) the beneficial owner is the Company, a
Subsidiary, an employee benefit plan sponsored by the Company, a person or
group who is a record or beneficial owner of 25% or more of the outstanding
Shares on the Date of Grant, or a person who becomes a beneficial owner of
25% or more of the outstanding Shares solely by becoming a trustee of an
inter vivos trust created by a person who is the record or beneficial owner
of 25% or more of the outstanding Shares on the Date of Grant.
"Common Stock" means the common stock, $.001 par value, of the
Company.
"Company" means SRI/Surgical Express, Inc., a Florida corporation.
"Date of Grant" means the date when the Company authorized the grant
of the Stock Option to you, as stated in the heading of this Agreement.
"Exchange Act" means the United States Securities Exchange Act of
1934, as amended, and includes all rules and regulations of the Securities
and Exchange Commission promulgated under that act.
"Internal Revenue Code" means the United States Internal Revenue Code
of 1986, as amended from time to time, or any United States income tax law
subsequently enacted in substitution for that code.
"Shares" means shares of the Company's Common Stock or any securities
issued in exchange or substitution for those shares pursuant to a
transaction described in section 10.
"Stock Option" means the nonqualified Stock Option to purchase Shares
from the Company that is granted to you pursuant to this Agreement.
"Subsidiary" means a corporation of which the Company directly or
indirectly owns 80% or more of its voting securities.
2. Expiration. Unless extended by the Company, the Stock Option expires
----------
at 5:00 P.M., New York time, on the earlier of (a) the date that is ten years
after the Date of Grant, which is the Expiration Date stated in the heading of
this Agreement, or (b) one (1) year after you die. In no event is the Stock
Option exercisable after the Expiration Date stated in the heading of this
Agreement.
3. Exercise of Option. The Stock Option is not exercisable until you
------------------
accept this Agreement. Thereafter, the Stock Option is exercisable to the extent
and in the manner described in this Agreement. To the extent that it is
exercisable, you may exercise the Stock Option as a whole, in part, or in
increments at any time and from time to time. You may exercise the Stock Option
as to all or any portion of the full number of Shares for which it is
exercisable at any time, but you must exercise the Stock Option before it
expires, and every exercise must be for at least 100 whole Shares. No fractional
Shares will be issued pursuant to the Stock Option. Subject to section 4, the
Stock Option will become exercisable as follows: (a) as to 3,334 of the Shares
subject to the Stock Option, on December 20, 2002, (b) as to another 3,333 of
the Shares subject to the Stock Option, on December 20, 2003, and (c) as to the
remaining 3,333 of the Shares subject to the Stock Option, on December 20, 2004.
4. Exercise Conditions. The Stock Option expires and ceases to be
-------------------
exercisable one (1) month after the date on which you cease to be a director of
the Company, other than by reason of your death or resignation from the Board of
Directors with the consent of the Company, but only if and to the extent the
Stock Option was exercisable immediately prior to such date, and subject to the
provisions of this section 4. If you are removed as a director of the Company
for cause (as defined in the Company's Articles of Incorporation, as amended
from time to time), all of the Stock Options shall terminate immediately on the
date of your removal. If you: (i) die while a director of the Company or within
the period when the Stock Option could have otherwise been exercised; or (ii)
cease to be a director of the Company as a result of your resignation from the
Board, provided that the Company has consented in writing to your resignation,
then, in each such case, you, or your duly authorized representatives, shall
have the right, at any time within one (1) year after your death or after your
resignation, as the case may be, and prior to the termination of the Stock
Option pursuant to section 2, to exercise the Stock Option to the extent the
Stock Option was exercisable by you immediately prior to your death or
resignation.
5. Method of Exercise. To exercise the Stock Option, you must do the
------------------
following before the Stock Option expires: (a) deliver to the Company a written
notice of exercise in the form of Appendix "A" to this Agreement (or such other
form as the Company may subsequently prescribe), specifying the number of Shares
to be purchased; (b) tender to the Company full payment for the Shares to be
purchased pursuant to the exercise of the Stock Option; (c) pay to the Company,
or make an arrangement satisfactory to the Company for the payment of, any tax
withholding required in connection with your exercise of the Stock Option
(including FICA, Medicare, and local, state, or federal income taxes); and (d)
comply with any other reasonable requirements of exercise that the Company has
established. You may pay the exercise price and any tax withholding for the
Shares that you purchase pursuant to the Stock Option by any combination of
money order, personal check, or certified or official bank check. The exercise
date for each exercise of the Stock Option will be the date when (i) the Company
has received notice of exercise and full payment of the exercise price, (ii) you
have paid to the Company or made a satisfactory arrangement for the payment of
any requisite tax withholding, and (iii) you have satisfied any other
requirements of exercise established by the Company.
6. Nontransferability of Option. You are prohibited from transferring
----------------------------
the Stock Option, any interest in it, or any right under this Agreement by any
means other than by will or the law of descent and distribution. The Stock
Option is exercisable during your lifetime
only by you or your guardian. Any prohibited transfer (whether by gift, sale,
pledge, assignment, hypothecation, or otherwise) will be invalid and ineffective
as to the Company. In addition, the Stock Option and your rights under this
Agreement are not subject to any lien, levy, attachment, execution, or similar
process by creditors. The Company may cancel the Stock Option by notice to you,
if you attempt to make a prohibited transfer, or if the Stock Option, any
interest in it, or any right under this Agreement becomes subject to a lien,
levy, attachment, execution, or similar process.
7. Stock Certificates. Promptly after the Stock Option has been validly
------------------
exercised in accordance with the terms of this Agreement, the Company shall
issue and deliver to you, against a written receipt in substantially the form
attached as Appendix "B" to this Agreement, a stock certificate evidencing your
ownership of the Shares that were purchased pursuant to the Stock Option. You
will not have any rights as a shareholder with respect to any Shares issuable
upon exercise of the Stock Option until the Stock Option has been validly
exercised, the Company has issued and delivered to you a certificate evidencing
those Shares, and your name has been entered as a shareholder of record in the
Company's stock records.
8. Representations and Warranties. By accepting this Agreement, you
-------------------------------
represent and warrant to the Company the following:
(a) You are accepting the Stock Option, and will purchase the Shares
subject to your Stock Option, solely for your own account, as principal,
without a view to, and not for resale in connection with, any distribution
or underwriting of the Stock Option or any Shares, and you are not
participating, directly or indirectly, in any distribution or underwriting
of the Stock Option or any Shares. You are not acquiring the Stock Option,
and will not purchase any Shares pursuant to it, as an agent, nominee, or
representative for the account or benefit of another person or entity, and
you have not agreed or arranged to sell, assign, transfer, subdivide, or
otherwise dispose of all or any part of the Stock Option or the Shares
subject to it to another person or entity.
(b) You understand that (i) no state or federal agency has passed
upon the Stock Option or the Shares or made any finding or determination as
to the fairness of the Stock Option or the Shares as an investment, (ii)
the Stock Option and the Shares subject to it have not been, and will not
be, registered under either the Securities Act of 1933, as amended, or any
state securities law, (iii) those Shares can be offered for sale, sold,
assigned, foreclosed or otherwise transferred only if the transaction is
registered under those laws or qualifies for an available exemption from
registration under those laws, and (iv) the Company has not agreed, and is
not obligated to register any resale or other transfer of any Shares
acquired pursuant to the Stock Option under the Securities Act of 1933, as
amended, or any state securities law, or to take any action to enable you
to qualify for an exemption from registration under any of those laws with
respect to a resale or other transfer of those Shares.
(c) You understand that, in furtherance of the transfer restrictions
stated above, (i) the Company will issue stop transfer instructions to its
transfer agent to restrict an impermissible resale or other transfer of the
Shares purchased pursuant to your Stock
Option, (ii) each certificate evidencing those Shares will bear a
restrictive legend in substantially the following form:
A transfer of the securities evidenced by this certificate is
restricted by state and federal securities laws. These securities
cannot be offered for sale, sold, assigned, foreclosed, or otherwise
transferred at any time absent either registration of the transaction
under the Securities Act of 1933, as amended, and every applicable
state securities law or delivery to the issuer of these securities of
a written opinion of legal counsel satisfactory to it that
registration of the transaction under those laws is not required.
, and (iii) a legend substantially identical to the one set forth above
will be placed on every new stock certificate that is issued upon a
transfer or exchange of those Shares.
9. Holdback Agreement. If the Company initiates a public offering of
------------------
the Shares, you agree not to effect any public sale or distribution, including
any sale pursuant to Rule 144 or any successor provision of the Securities Act
of 1933, as amended, of any Shares during the 90 day period beginning on the
closing date of the offering.
10. Antidilution. If the Company does any of the following (a "Dilutive
------------
Event") at any time before the exercise or expiration of the Stock Option: (a)
splits or subdivides its then-outstanding Shares into a greater or different
number of Shares; (b) reduces the then-outstanding number of Shares by a reverse
stock-split or by otherwise combining those Shares into a smaller number of
Shares; (c) effects any other capital adjustment, recapitalization,
reorganization, or reclassification that has the effect of increasing or
decreasing proportionately the number of outstanding Shares then held by each
shareholder; (d) distributes any of its assets to its shareholders pro rata as a
partial liquidation or return of capital; or (e) declares, issues, or
distributes to the holders of its Common Stock, without separate payment
therefor, (i) a non-cash dividend payable in any property or securities of the
Company, including additional Shares, or (ii) any cash, property, or securities
in connection with a spin-off, split-up, reclassification, recapitalization,
combination of shares, or similar rearrangement of the Company's capital stock;
then, upon the subsequent exercise of a Stock Option after the record date for,
or the occurrence of, each Dilutive Event, you will be entitled to receive, in
exchange for the exercise price specified in the Stock Option, and in addition
to (or in substitution for in the case of a reduced number of Shares), the
Shares otherwise issuable upon exercise of the Stock Option, the additional (or
reduced) amount of Shares and other securities and property (including cash)
resulting from the Dilutive Event that you would have been entitled to receive
if (A) you had exercised the Stock Option on the Date of Grant (even if the
Stock Option was not exercisable then) and had been the record owner of the
number of Shares resulting from the exercise during the period beginning on that
date and ending on the actual exercise date of the Stock Option, and (B) you had
retained all Shares and other securities and property (including cash)
receivable by you during that period, after giving effect to all the Dilutive
Events that occurred during that period.
11. Change in Control. If a Change in Control occurs, the Stock Option
-----------------
will become fully vested and exercisable as of the earlier of the effective date
of the requisite shareholder approval or the effective date of the Change in
Control transaction.
12. Reservation, Listing, and Delivery of Shares. The Company shall
-------------------------------------------
reserve from its authorized but unissued shares of Common Stock and keep
available until the expiration of the Stock Option, solely for issuance upon the
exercise of the Stock Option, the number of Shares issuable at any time pursuant
to the exercise of the Stock Option granted under this Agreement. In addition,
the Company shall take all requisite action to assure that it validly and
legally may issue fully paid, non-assessable Shares upon the exercise of the
Stock Option.
13. Legal Compliance. The Stock Option is exercisable, and Shares are
----------------
issuable under this Agreement, only in compliance with all applicable state and
federal laws and regulations (including securities laws) and the rules of all
stock exchanges on which the Shares are listed for trading. Any certificate
evidencing Shares issued under this Agreement will bear such legends and
statements as the Company deems advisable to assure compliance with those laws,
rules, and regulations. Upon the exercise of the Stock Option by your heir,
guardian, or personal representative, the Company may require reasonable
evidence of the person's legal ownership of the Stock Option and such consents
and releases of governmental authorities as it deems advisable.
14. Notices. Every notice, demand, consent, approval, and other
-------
communication required or permitted under this Agreement will be valid only if
it is in writing and delivered personally or by telecopy, commercial courier, or
first class, postage prepaid, United States mail (whether or not certified or
registered and regardless of whether a return receipt is received or requested
by the sender) and addressed, if to you, at your address set forth below and, if
to the Company, at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief
Financial Officer, or at any other address that either party has previously
designated by notice given to the other party in accordance with this provision.
A validly given notice, demand, consent, approval, or other communication will
be effective on the earlier of its receipt, if delivered personally or by
telecopy or commercial courier, or the third day after it is postmarked by the
United States Postal Service, if it is delivered by first class, postage
prepaid, United States mail. You shall notify the Company of any change in your
mailing address that is listed in this Agreement.
15. Legal Proceedings. If any dispute arises between you and the
-----------------
Company with respect to this Agreement or the Stock Option, either party may
elect (but is not obligated) to submit the dispute to arbitration before a panel
of arbitrators in accordance with the Florida Arbitration Code by giving the
other party a notice of arbitration in accordance with Section 14 of this
Agreement. If a party elects to arbitrate a dispute before a lawsuit is filed
with respect to the subject matter of the dispute, arbitration will be the sole
and exclusive method of resolving the dispute, the other party must arbitrate
the dispute, and each party will be barred from filing a lawsuit concerning the
subject matter of the arbitration, except to obtain an equitable remedy. A
party's right to submit a dispute to arbitration does not restrict its right to
institute litigation to obtain any legal or equitable remedy. The filing of a
lawsuit by either party before the other party has elected that a dispute be
submitted to arbitration will bar and preclude both you and the
Company from submitting the subject matter of the lawsuit to arbitration while
the lawsuit is pending.
The arbitration panel will consist of three arbitrators, with one
arbitrator selected by the Company, the second selected by you, and the third,
neutral arbitrator selected by agreement of the first two arbitrators. Each
party shall select an arbitrator and notify the other party of the selection
within 15 days after the effective date of the notice of arbitration and the two
arbitrators selected by the parties shall select the third arbitrator within 30
days after the effective date of the notice of arbitration. A party who fails to
select an arbitrator within the prescribed 15-day period waives the right to
select an arbitrator or to have an additional, neutral arbitrator selected by
the arbitrator selected by the other party, and the arbitrator chosen by the
other party will constitute the "arbitration panel" for purposes of this
Agreement.
Every arbitrator must be independent (not a relative of yours or an
officer, director, employee, or shareholder of the Company or any Subsidiary)
without any economic or financial interest of any kind in the outcome of the
arbitration. Each arbitrator's conduct will be governed by the Code of Ethics
for Arbitrators in Commercial Disputes (1986) that has been approved and
recommended by the American Bar Association and the American Arbitration
Association.
Within 120 days after the effective date of the notice of arbitration,
the arbitration panel shall convene a hearing for the dispute to be held on such
date and at such time and place in Tampa, Florida, as the arbitration panel
designates upon 60 days' advance notice to you and the Company. The arbitration
panel shall render its decision within 30 days after the conclusion of the
hearing. The decision of the arbitration panel will be binding and conclusive as
to you and the Company and, upon the pleading of either party, any court having
jurisdiction may enter a judgment of any award rendered in the arbitration,
which may include an award of damages. The arbitration panel shall hear and
decide the dispute based on the evidence produced, notwithstanding the failure
or refusal to appear by a party who has been duly notified of the date, time,
and place of the hearing.
You and the Company (a) consent to the personal jurisdiction of the
state and federal courts having jurisdiction over Hillsborough County, Florida,
(b) stipulate that the proper, exclusive and convenient venue for any legal
proceeding arising out of this Agreement or the Stock Option is Hillsborough
County, Florida, and (c) waive any defense, whether asserted by a motion or
pleading, that Hillsborough County, Florida, is an improper or inconvenient
venue. YOU KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE YOUR RIGHT TO A JURY
TRIAL IN ANY LAWSUIT BETWEEN YOU AND THE COMPANY WITH RESPECT TO THIS AGREEMENT
OR THE STOCK OPTION.
In any mediation, arbitration, or legal proceeding arising out of this
Agreement, the losing party shall reimburse the prevailing party, on demand, for
all costs incurred by the prevailing party in enforcing, defending, or
prosecuting any claim arising out of this Agreement, including all fees, costs,
and expenses of agents, experts, attorneys, witnesses, arbitrators, and
supersedes bonds, whether incurred before or after demand or commencement of
legal or arbitration proceedings, and whether incurred pursuant to trial,
appellate, mediation, arbitration, bankruptcy, administrative, or
judgment-execution proceedings. The Company shall pay to you, on demand,
interest on any amount owed to you under this Agreement that is not paid to you
when due, from the date when due until paid in full, at the annual rate then
provided by Florida law for the payment of interest on judgments generally (the
current annual rate of interest on judgments prescribed by section 55.03,
Florida Statutes, is 9%).
----------------
16. Miscellaneous. The laws of the State of Florida and the federal
-------------
laws of the United States of America, excluding the laws of those jurisdictions
pertaining to resolution of conflicts with the laws of other jurisdictions,
govern the validity, construction, enforcement, and interpretation of this
Agreement. A waiver, amendment, modification, or cancellation of this Agreement
will be valid and effective only if it is in writing and executed by you and the
Company. By signing this Agreement, you accept the grant of the Stock Option,
and warrant that you are free to enter into this Agreement and do not have any
legal obligations that are inconsistent with this Agreement. This Agreement
records the final, complete, and exclusive understanding between you and the
Company with respect to the Stock Option and supersedes any prior or
contemporaneous agreement, representation, or understanding, oral or written, by
you or the Company. This Agreement is binding on your heirs, guardian, and
personal representative and is binding on, inures to the benefit of, the
Company's assignees and successors. Time is of the essence with respect to your
exercise of the Stock Option.
SRI/SURGICAL EXPRESS, INC.
By: ________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President
ACCEPTANCE OF STOCK OPTION
--------------------------
I have carefully read the foregoing Stock Option Agreement. Before
exercising the Stock Option, I will review the additional disclosure documents
furnished to me by the Company. I accept the Stock Option granted to me pursuant
to the Agreement and agree to be bound by all the terms and conditions of the
Agreement.
EXECUTED: AS OF DECEMBER 20, 2001
_________________________
_________________________
Address: _______________
_______________
_________________________
Social Security Number
Appendix "A"
------------
SRI/SURGICAL EXPRESS, INC.
STOCK OPTION
NOTICE OF EXERCISE
------------------
TO: SRI/Surgical Express, Inc.
Attention: Chief Financial Officer
This notifies you that I exercise my option to purchase shares (the
"Shares") of common stock of SRI/Surgical Express, Inc. (the "Company") pursuant
to the Stock Option that the Company granted to me on December 20, 2001,
pursuant to the Stock Option Agreement that was accepted by me as of December
20, 2001 (the "Agreement").
As full payment for the Shares and any applicable withholding taxes, I
enclose a bank draft, money order, or personal check in the sum of
$______________.
In connection with my purchase of the Shares, I represent and warrant to
the Company the following:
(a) I am in full compliance with all conditions to exercise of the Stock
Option set forth in the Agreement.
(b) I am purchasing the Shares solely for my own account, as principal,
without a view to, and not for resale in connection with, any distribution or
underwriting of any Shares, and I am not participating, directly or indirectly,
in any distribution or underwriting of any shares. I am not investing in the
Shares as an agent, nominee, or representative for the account or benefit of any
person or entity, and I have not agreed or arranged to sell, assign, transfer,
subdivide, or otherwise dispose of all or any part of the Shares to another
person or entity.
(c) I understand that (i) no state or federal agency has passed upon the
Shares or made any finding or determination as to the fairness of the Shares as
an investment, (ii) the Shares have not been, and will not be, registered under
either the Securities Act of 1933, as amended, or any state securities law, and
they can be offered for sale, sold, assigned, pledged, hypothecated, or
otherwise transferred or encumbered only if the transaction is registered under
those laws or qualifies for an available exemption from registration under those
laws, and (iii) the Company has not agreed, and is not obligated, to register
any resale or other transfer of the Shares under the Securities Act of 1933, as
amended, or any state securities law, or to take any action to enable me to
qualify for an exemption from registration under any of those laws with respect
to a resale or other transfer of the Shares.
(d) I understand that, in furtherance of the transfer restrictions
stated above, (i) the Company will issue stop transfer instructions to its
transfer agent to restrict an impermissible
resale or other transfer of the Shares, (ii) each certificate evidencing the
Shares will bear a restrictive legend in substantially the following form:
The shares evidenced by this certificate have not been registered
under either the Securities Act of 1933, as amended, or the
securities laws of any state. These shares cannot be offered for
sale, sold, assigned, pledged, hypothecated, or otherwise
transferred or encumbered at any time, as a whole or in part,
absent registration of the transaction under the Securities Act
of 1933, as amended, and every applicable state securities law or
delivery to the Company of a satisfactory written opinion of
legal counsel to the effect that registration of the transaction
is not required under those laws.
, and (iii) a legend substantially identical to the one described above will be
placed on every new stock certificate that is issued upon a transfer or exchange
of the Shares.
(e) I will not offer for sale, sell, assign, pledge, hypothecate, or
otherwise transfer or encumber the Shares at any time without registering the
transaction under the Securities Act of 1933, as amended, and every applicable
state securities law or delivering to the Company a satisfactory written opinion
of legal counsel to the effect that registration of the transaction is not
required under any of those laws.
(f) I understand that (i) routine public sales of the Shares in
reliance on Rule 144 under the Securities Act of 1933, as amended, will be
possible only in limited amounts in accordance with the terms and conditions of
that Rule, including the applicable holding period, and (ii) in accordance with
the position of the Securities and Exchange Commission, persons who publicly
offer or sell "restricted securities" without complying with Rule 144 have a
substantial burden of proof in establishing that a registration exemption is
available for the offer or sale.
(g) I have received from the Company and carefully read [add
description of disclosure document], pertaining to the Shares and all the
documents incorporated by reference in it (the "Disclosure Documents").
(h) I have been given adequate opportunity to evaluate this
investment, including opportunities to (i) question officers of the Company,
(ii) obtain any additional information necessary to evaluate the investment or
to verify any information or representation contained in the Disclosure
Documents, and (iii) make such other investigation as I considered appropriate
or necessary to evaluate the business and financial affairs and condition of the
Company.
(i) Management of the Company has answered all questions asked by me,
and they have either furnished to me, or given me full and unrestricted access
to, all records, contracts, documents, and other information requested by me,
with respect to the Shares, the Company, the Disclosure Documents, and the
business and financial affairs and condition of the Company.
(j) I understand that none of the Company, any officer or director of
the Company, or any professional advisor of the Company, makes any
representation or warranty to me with respect to, or assumes any responsibility
for, the federal income tax consequences to me of an investment in the Shares.
(k) Because of my knowledge and experience in financial and business
matters, and the Company's business in particular, I am able to evaluate the
merits, risks, and other factors bearing upon the suitability of the Shares as
an investment for me, and I have been afforded adequate opportunity to evaluate
this proposed investment in light of those factors, my financial condition, and
my investment knowledge and experience.
(1) I have adequate net worth and annual income to provide for my
current needs and possible future contingencies and do not have an existing or
foreseeable future need for liquidity of my investment in the Shares. Also, I am
otherwise able to bear the economic risk of an investment in the Shares, and
have sufficient net worth and annual income to sustain a loss of all or part of
my investment in the Shares if that were to occur and to withstand the probably
inability to publicly sell, transfer, or otherwise dispose of the Shares for an
indefinite period of time.
Please issue in my name, as printed below my signature to this notice
of exercise, a stock certificate evidencing my ownership of the Shares.
EXECUTED:_____________, ___ ____ ______________________________________
_______________________
______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Amount Enclosed: $__________ ______________________________________
City State Zip Code
______________________________________
Social Security Number
