REXAHN CORPORATION STOCK OPTION PLAN STOCK OPTION GRANT AGREEMENT
Exhibit
4.5.2
REXAHN
CORPORATION
STOCK
OPTION PLAN
THIS
AGREEMENT, made as of the ___th day of _________, 200__ (the "Grant Date"),
by
and between (i) Rexahn Corporation, a Maryland corporation (the "Company"),
and
(ii) ________________, an individual who serves as a [director
of/consultant to] the Company ("Optionee").
WHEREAS,
the Board of Directors and stockholders of the Company have duly adopted
and
approved the Rexahn Corporation Stock Option Plan (the "Plan"); and
WHEREAS,
in order to provide an incentive to Optionee to serve as a [director
of/consultant to] the Company and for such other purposes as are set forth
in
the Plan, the Committee responsible for administration of the Plan has
determined to grant an option to Optionee as provided herein.
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
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1.
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Grant
of Option.
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1.1. Subject
to the terms and conditions hereafter set forth including, without limitation,
Optionee's compliance with Optionee's representations, covenants and agreements
in Sections 13 through 20 hereof inclusive and Optionee's execution
contemporaneously with this Agreement of the Stockholder's Agreement of even
date herewith (the "Stockholder's Agreement"), the Company hereby grants
to
Optionee the right and option (the "Option") to purchase all or any part of
an aggregate of ______ whole shares of Common Stock of the Company (the
"Shares").
1.2. This
Agreement shall be construed in accordance and consistent with, and subject
to,
the provisions of the Plan (the provisions of which are incorporated herein
by
reference) and, except as otherwise expressly set forth herein, the capitalized
terms used in this Agreement shall have the same definitions as set forth
in the
Plan. In the event any provision of this Agreement shall conflict with any
of
the terms in the Plan as constituted on the Grant Date, the terms of the
Plan as
constituted on the Grant Date shall control.
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2.
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Purchase
Price.
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The
price
at which Optionee shall be entitled to purchase the Shares upon the exercise
of
the Option shall be $______ per Share (the "Exercise Price").
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3.
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Duration of Option.
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The
Option shall be exercisable to the extent and in the manner provided herein
for
a period of ten (10) years from the Grant Date (the "Exercise Term");
provided,
however,
that
the Option may be terminated earlier, as provided in Sections 5.1, 5.3, 7.1
and
22 hereof.
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4.
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Vesting
of Option.
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4.1. So
long
as Optionee shall not have violated the provisions of Sections 13 through
20
hereof inclusive, and further subject to the provisions of the Plan and this
Agreement regarding the duration of the Option and the period during which
the
Option may be exercised, except as provided in Section 4.2 hereof, Optionee
shall become vested in the Shares as follows:
(a) One
hundred percent (100%) of the Shares shall vest on the first (1st) anniversary
of the Grant Date.
Notwithstanding
Section 4.1 hereof, but subject to the provisions of the Plan and this Agreement
regarding the duration of the Option and the Period during which the Option
may
be exercised, Optionee shall become one hundred percent (100%) vested in
the
Shares if any of the following shall occur prior to the termination or
expiration of the Option: (i) a Qualified Public Offering, as defined in
Section 4.3 hereof; (ii) an Offer to Buy the Company, which the Majority
Shareholders desire to accept, as provided in Section 5.1 hereof; or
(iii) the liquidation, dissolution, merger or consolidation of the Company,
as provided in Section 5.2 hereof.
4.2. For
purposes of Section 4.2 hereof, a "Qualified Public Offering" shall mean
the
first offer for sale of Common Stock of the Company, in any single transaction
or series of related transactions, pursuant to an effective registration
filed
by the Company under the Securities Act of 1933, as amended, in which the
Company receives aggregate gross proceeds (before deduction of underwriting
discounts and expenses of sale) of Twenty Million Dollars ($20,000,000).
4.3. For
purposes of this Agreement, the Shares which are vested are referred to as
"Vested Shares". The Option may be exercised with respect to the Vested Shares,
as provided under the applicable provisions of this Agreement.
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5.
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Effect
in Change of Control.
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In
the
event of any Change of Control (as defined in the Plan), each outstanding
Option
shall automatically accelerate so that each such Option shall, immediately
prior
to the effective date of the Change of Control, become fully exercisable
for all
of the Shares at the time subject to such Option and may be exercised for
any or
all of those Shares as fully-vested Options. However, an outstanding Option
shall NOT so accelerate if and to the extent such Option is, in connection
with
the Change of Control, either to be assumed by the successor corporation
(or
parent thereof) or to be replaced with a comparable Option for shares of
the
capital stock of the successor corporation (or the parent thereof). The
determination of Option comparability shall be made by the administrator
of the
Plan, and its determination shall be final, binding and
conclusive.
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6.
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Manner of Exercise and Payment.
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6.1. The
Option may be exercised only if compliance with all applicable Federal and
state
securities laws can be effected and only by (a) Optionee's completion, execution
and delivery to the Company of a Notice of Exercise substantially in the
form
attached hereto as Exhibit A and an investment letter (if required by the
Company) as supplied by the Company, and (b) the payment to the Company,
by
check, of an amount equal to the amount obtained by multiplying the Exercise
Price by the number of Vested Shares being purchased pursuant to such exercise,
as shall be specified by Optionee in such Notice of Exercise.
6.2. Upon
receipt of Notice of Exercise and full payment of the Exercise Price for
the
Vested Shares in respect of which the Option is being exercised, the Company
shall take such action as may be necessary to effect the transfer to Optionee
of
the number of Vested Shares as to which such exercise was
effective.
6.3. Optionee
shall not be deemed to be the owner of any of the Shares unless and until:
(i)
the Option shall have been exercised pursuant to the terms of this Agreement
and
Optionee shall have paid the full purchase price for the number of Shares
in
respect of which the Option was exercised; (ii) Optionee shall have satisfied
all of Optionee's obligations regarding the withholding of taxes, as provided
in
Section 12 hereof; (iii) the Company shall have issued and delivered the
Vested Shares to Optionee; and (iv) Optionee's name shall have been entered
as a shareholder of record on the books of the Company, whereupon Optionee
shall
have full dividend and other ownership rights with respect to such Shares,
subject to the terms and conditions of the Stockholder's Agreement.
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7.
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Termination of Engagement.
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7.1. If
the
Optionee's service as [director of/consultant to] the Company shall terminate
or
cease for any reason whatsoever, any unexercised portion of the Option (whether
or not vested and exercisable) shall terminate and expire on the Termination
Date, after which the Optionee shall have no right to exercise the Option.
For
purposes of the foregoing, (i) if Optionee's employment shall be terminated
for
Cause (as defined in Section 7.2 hereof), the "Termination Date" shall mean
the
effective date of Optionee's termination of employment, or (ii) if Optionee's
employment shall terminate for any reason other than Cause, the "Termination
Date" shall mean the date that is thirty (30) days after the effective date
of
Optionee's termination of employment.
7.2. "Cause"
shall mean (i) Optionee's conviction of any felony or business related
misdemeanor; (ii) fraud, theft or embezzlement; (iii) a material act of personal
dishonesty affecting the Company; (iv) an act of gross neglect or gross
misconduct; (v) the commission of any other act with the intent to harm or
injure the Company; or (vi) a material breach of this Agreement.
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8.
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No
Pre-Emptive Rights or Registration Rights.
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Optionee
shall not be entitled to any pre-emptive rights with respect to the Company's
issuance of any Common Stock or other securities, nor shall Optionee be entitled
to registration rights with respect to any Shares in the event that the Company
files a registration statement under the Securities Act of 1933 with respect
to
the Common Stock or any other securities.
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9.
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Nontransferability.
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The
Option granted hereunder shall not be transferable by Optionee other than
by
will or the laws of descent and distribution and the Option may be exercised
during the lifetime of Optionee only by Optionee or his or her guardian or
legal
representative. The terms of the Option shall be final, binding and conclusive
upon the beneficiaries, executors, administrators, heirs and successors of
Optionee.
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10.
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No Right to Continued Service.
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Nothing
in this Agreement or the Plan shall be interpreted or construed to confer
upon
Optionee any right with respect to continuance of the Optionee's service
to by
the Company, nor shall this Agreement or the Plan interfere in any way with
the
right of the Company to terminate Optionee's service at any time. By Optionee's
execution of this Agreement, Optionee acknowledges that Optionee's service
with
the Company is "at will". No change of Optionee's duties as an non-employee
director or consultant of the Company shall result in, or be deemed to be,
a
modification of any terms of this Agreement.
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11.
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Adjustments.
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In
the
event of a reclassification, recapitalization, stock split, stock dividend,
combination of shares, or other similar event with respect to the Common
Stock,
the Committee may make appropriate adjustments to the number and class of
Shares
or other stock or securities subject to the Option and the purchase price
for
such Shares or other stock or securities. The Committee's adjustment shall
be made in accordance with the provisions of Section 9 of the Plan
and shall be effective and final, binding and conclusive for all purposes
of the Plan and this Agreement.
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12.
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Withholding of Taxes.
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At
such
times as Optionee exercises the Option, Optionee shall pay to the Company
in
cash an amount equal to the Federal, state and local income taxes and other
amounts as may be required by law to be withheld by the Company in connection
with exercise of the Option (the "Withholding Taxes") prior to the issuance
of
the Shares in respect of which the Option was exercised. The Company shall
have
the right to deduct from any payment of cash to which Optionee is entitled
from
the Company an amount equal to the Withholding Taxes in satisfaction of the
obligation to pay Withholding Taxes. In satisfaction of the Withholding Taxes,
Optionee may make a written election, which may be accepted or rejected in
the
sole discretion of the Committee, to have withheld a portion of the Shares
issuable to him upon exercise of the Option, having an aggregate Fair Market
Value, on the date preceding the date of such issuance, equal to the Withholding
Taxes.
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13.
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Treatment
of Information.
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13.1. Optionee
acknowledges that, in and as a result of Optionee's engagement by the Company,
Optionee shall or may be making use of, acquiring and/or adding to confidential
information of a special and unique nature and value relating to such matters
as
the Company's trade secrets, systems, programs, procedures, manuals,
confidential reports and communications and lists of customers and clients.
Optionee further acknowledges that any information and materials received
by the
Company from third parties in confidence (or subject to nondisclosure or
similar
covenants) shall be deemed to be and shall be confidential information within
the meaning of this Section 13. As a material inducement to the Company to
grant
to Optionee the Option, Optionee covenants and agrees that Optionee shall
not,
except with the prior written consent of the Company, or except if Optionee
is
acting as an non-employee director or consultant of the Company solely for
the
benefit of the Company in connection with the Company's business and in
accordance with the Company's business practices and employee policies, at
any
time during or following the term of Optionee's engagement by the Company,
directly or indirectly, disclose, divulge, reveal, report, publish, transfer
or
use, for any purpose whatsoever, any of such information which has been obtained
by or disclosed to Optionee as a result of Optionee's engagement with the
Company, including any of the information referred to in Section 14 hereof.
13.2. Disclosure
of any of the information referred to in Section 13.1 hereof shall not be
prohibited if such disclosure is directly related to a valid and existing
order
of a court or other governmental body or agency within the United States;
provided, however, that (i) Optionee shall first have given prompt notice
to the Company of any possible or prospective order (or proceeding pursuant
to
which any such order may result) and (ii) the Company shall have been afforded
a
reasonable opportunity to prevent or limit any such disclosure.
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14.
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Definition
of Protected Information.
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14.1. For
purposes of this Agreement, the term "Protected Information" shall mean all
of
the information referred to in Section 13 hereof and all of the following
materials and information (whether or not reduced to writing and whether
or not
patentable or protectible by copyright) which Optionee receives, receives
access
to, conceives or develops or has received, received access to, conceived
or
developed, in whole or in part, directly or indirectly, in connection with
Optionee's engagement with the Company or in the course of Optionee's engagement
with the Company (in any capacity, whether executive, managerial, planning,
technical, sales, research, development, manufacturing, engineering or
otherwise) or through the use of any of the Company's facilities or
resources:
(a) Application,
operating system, data base, communication and other computer software, whether
now or hereafter existing, developed for use on any operating system, all
modifications, enhancements and versions and all options available with respect
thereto, and all future products developed or derived therefrom;
(b) Source
and object codes, flowcharts, algorithms, coding sheets, routines, sub-routines,
compilers, assemblers, design concepts and related documentation and
manuals;
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(c) Production
processes, marketing techniques and arrangements, mailing lists, purchasing
information, pricing policies, quoting procedures, financial information,
customer and prospect names and requirements, employee, customer, supplier
and
distributor data and other materials or information relating to the Company's
business and activities and the manner in which the Company does
business;
(d) Discoveries,
concepts and ideas including, without limitation, the nature and results
of
research and development activities, processes, formulas, inventions,
computer-related equipment or technology, techniques, "know-how", designs,
drawings and specifications;
(e) Any
other
materials or information related to the business or activities of the Company
which are not generally known to others engaged in similar businesses or
activities; and
(f) All
ideas
which are derived from or relate to Optionee's access to or knowledge of
any of
the above enumerated materials and information.
14.2. Failure
to ▇▇▇▇ any of the Protected Information as confidential, proprietary or
Protected Information shall not affect its status as part of the Protected
Information under the terms of this Agreement.
14.3. For
purposes of this Agreement, the term "Protected Information" shall not include
information which is or becomes publicly available without breach of (i)
this
Agreement, (ii) any other agreement or instrument to which the Company is
a
party or a beneficiary or (iii) any duty owed to the Company by Optionee or
any third party; provided, however, that Optionee hereby acknowledges and
agrees
that, except as otherwise provided in Section 13.2 hereof, if Optionee shall
seek to disclose, divulge, reveal, report, publish, transfer or use, for
any
purpose whatsoever, any Protected Information, Optionee shall bear the burden
of
proving that any such information shall have become publicly available without
any such breach.
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15.
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Ownership
of Information.
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15.1. Optionee
covenants and agrees that all right, title and interest in any Protected
Information shall be and shall remain the exclusive property of the Company;
provided, however, that the foregoing shall not apply to any invention for
which
no equipment, supplies, facility or Protected Information of the Company
was
used, which was developed entirely on Optionee's own time, and which does
not
(i) relate to the business of the Company, (ii) relate to the Company's actual
or demonstrably anticipated research or development or (iii) result from
any work performed by Optionee for the Company. Optionee agrees immediately
to
disclose to the Company all Protected Information developed in whole or in
part
by Optionee during the term of Optionee's engagement with the Company and
to
assign to the Company any right, title or interest Optionee may have in such
Protected Information. Optionee agrees to execute any instruments and to
do all
other things reasonably requested by the Company (both during and after
Optionee's engagement with the Company) in order to vest more fully in the
Company all ownership rights in those items hereby transferred by Optionee
to
the Company.
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15.2. If
any
one or more of the items described in Section 15.1 above are protectible
by
copyright and are deemed in any way to fall within the definition of "work
made
for hire," as such term is defined in 17 U.S.C. §101, such work shall be
considered a "work made for hire," the copyright of which shall be owned
solely,
completely and exclusively by the Company. If any one or more of the
aforementioned items are protectible by copyright and are not considered
to be
included in the categories of works covered by the "work made for hire"
definition contained in 17 U.S.C. §101, such items shall be deemed to be
assigned and transferred completely and exclusively to the Company by virtue
of
the execution of this Agreement.
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16.
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Materials.
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All
notes, data, tapes, reference items, sketches, drawings, memoranda, records
and
other materials in any way relating to any of the information referred to
in
Sections 13 and 14 hereof (including, without limitation, any Protected
Information) or to the Company's business shall belong exclusively to the
Company and Optionee agrees to turn over to the Company all copies of such
materials in Optionee's possession or under Optionee's control at the request
of
the Company or, in the absence of such a request, upon the termination of
engagement of Optionee.
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17.
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Covenants
Not to Compete or Hire Employees.
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It
is
recognized and understood by the parties hereto that Optionee, through
Optionee's association with the Company as an non-employee director or
consultant, shall acquire a considerable amount of knowledge and goodwill
with
respect to the business of the Company, which knowledge and goodwill are
extremely valuable to the Company and which would be extremely detrimental
to
the Company if used by Optionee to compete with the Company. It is, therefore,
understood and agreed by the parties hereto that, because of the nature of
the
business of the Company, it is necessary to afford fair protection to the
Company from such competition by Optionee. Consequently, as a material
inducement to the Company to grant Optionee the Option, Optionee covenants
and
agrees that for the period commencing with the date hereof and ending one
(1)
year after Optionee's termination of engagement from the Company for any
reason
whatsoever, Optionee shall not (a) engage, directly, indirectly or in concert
with any other person or entity, in any activity, any service or promote
any
product which in any way competes with any service or product provided, sold,
licensed or promoted by the Company or (b) directly or indirectly, solicit
or
divert or attempt to solicit or divert from the Company any customer, client,
account or business of the Company. Optionee further covenants and agrees
that
for the period commencing with the date hereof and ending one (1) year after
Optionee's termination of engagement from the Company for any reason whatsoever,
Optionee shall not, directly or indirectly, hire or engage or attempt to
hire or
engage any employee of the Company, whether for or on behalf of Optionee
or for
any entity in which Optionee shall have a direct or indirect interest (or
any
subsidiary or affiliate of any such entity), whether as a proprietor, partner,
co-venturer, financier, investor or stockholder, director, officer, employer,
employee, servant, agent, representative or otherwise.
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18.
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No
Prior Agreements.
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Optionee
represents that Optionee's performance of all the terms of this Agreement
and
any services to be rendered as an non-employee director or consultant of
the
Company do not and shall not breach any fiduciary or other duty or any covenant,
agreement or understanding (including, without limitation, any agreement
relating to any proprietary information, knowledge or data acquired by Optionee
in confidence, trust or otherwise prior to Optionee's engagement by the Company)
to which Optionee is a party or by the terms of which Optionee may be bound.
Optionee covenants and agrees that Optionee shall not disclose to the Company,
or induce the Company to use, any such proprietary information, knowledge
or
data belonging to any previous employer or others. Optionee further covenants
and agrees not to enter into any agreement or understanding, either written
or
oral, in conflict with the provisions of this Agreement.
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19.
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Injunctive
Relief.
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Optionee
understands and agrees that the Company will suffer irreparable harm in the
event that Optionee breaches any of Optionee's obligations under Sections
13,
15, 16, 17 or 18 hereof and that monetary damages will be inadequate to
compensate the Company for such breach. Accordingly, Optionee agrees that,
in
the event of a breach or threatened breach by Optionee of any of the provisions
of Sections 13, 15, 16, 17 or 18 hereof, the Company, in addition to and
not in
limitation of any other rights, remedies or damages available to the Company
at
law or in equity, shall be entitled to a temporary restraining order,
preliminary injunction and permanent injunction in order to prevent or to
restrain any such breach by Optionee, or by any or all of Optionee's partners,
co-venturers, employers, employees, servants, agents, representatives and
any
and all persons directly or indirectly acting for, on behalf of or with
Optionee.
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20.
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Accounting
for Profits; Indemnification.
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Optionee
covenants and agrees that, if Optionee shall violate any of Optionee's covenants
or agreements contained in Sections 13, 15, 16 or 17 hereof, the Company
shall
be entitled to an accounting and repayment of all profits, compensation,
royalties, commissions, remunerations or benefits which Optionee directly
or
indirectly shall have realized or may realize relating to, growing out of
or in
connection with any such violation; such remedy shall be in addition to and
not
in limitation of any injunctive relief or other rights or remedies to which
the
Company is or may be entitled at law or in equity or otherwise under this
Agreement. Optionee hereby agrees to defend, indemnify and hold harmless
the
Company against and in respect of: (i) any and all losses and damages
resulting from, relating or incident to, or arising out of any misrepresentation
or breach by Optionee of any warranty, covenant or agreement made or contained
in this Agreement; and (ii) any and all actions, suits, proceedings, claims,
demands, judgments, costs and expenses (including reasonable attorneys' fees)
incident to the foregoing.
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21.
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Reasonableness
of Restrictions.
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OPTIONEE
HAS CAREFULLY READ AND CONSIDERED THE PROVISIONS OF SECTIONS 13 THROUGH 20
HEREOF INCLUSIVE AND, HAVING DONE SO, AGREES THAT THE RESTRICTIONS SET FORTH
IN
SUCH SECTIONS ARE FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE
PROTECTION OF THE INTERESTS OF THE CORPORATION, AND ITS OFFICERS, DIRECTORS,
STOCKHOLDERS AND EMPLOYEES. OPTIONEE FURTHER AGREES THAT ALL SUCH PROVISIONS
ARE
IN FURTHERANCE AND NOT IN LIMITATION OF ANY OTHER COVENANTS AND RESTRICTIONS
APPLICABLE TO OPTIONEE.
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Forfeiture
of Right to Exercise Option.
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Any
breach by Optionee of any of Optionee's representations, covenants or agreements
in Sections 13 through 20 hereof inclusive shall result in the forfeiture,
as of
the date of such breach, of all rights to exercise the Option.
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23.
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Optionee Bound by the Plan.
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Optionee
hereby acknowledges receipt of a copy of the Plan and agrees to be bound
by all
the terms and provisions thereof.
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24.
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Modification
of Agreement.
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This
Agreement may be modified, amended, suspended or terminated, and any terms
or
conditions may be waived, but only by a written instrument executed by the
parties hereto.
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25.
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Severability.
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Whenever
possible, each provision in this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of
this
Agreement shall be held by a court of competent jurisdiction to be prohibited
by
or invalid or unenforceable under applicable law, then (a) such provision
shall be deemed amended to accomplish the objectives of the provision as
originally written to the fullest extent permitted by law and (b) all other
provisions of this Agreement shall remain in full force and effect.
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26.
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Governing Law.
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The
validity, interpretation, construction and performance of this Agreement
shall
be governed by the laws of the State of Maryland without giving effect to
the
conflicts of laws principles thereof.
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27.
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Successors in Interest.
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This
Agreement shall inure to the benefit of and be binding upon any successor
to the
Company. This Agreement shall inure to the benefit of Optionee's legal
representatives. All obligations imposed upon Optionee and all rights granted
to
the Company under this Agreement shall be final, binding and conclusive upon
Optionee's heirs, executors, administrators and successors. As used in Sections
13 through 20 hereof inclusive and this Section 27, the term "Company" shall
also include any corporation which is a parent or a subsidiary of the Company
or
any corporation or entity which is an affiliate of the Company by virtue
of
common (although not identical) ownership. Optionee hereby consents to the
enforcement of any and all of the provisions of this Agreement by or for
the
benefit of the Company and any such other corporation or entity.
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28.
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Resolution of Disputes.
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Any
dispute or disagreement which may arise under, or as a result of, or in any
way
relate to, the interpretation, construction or application of this Agreement
shall be determined by the Committee. Any determination made hereunder shall
be
final, binding and conclusive on Optionee and Company for all
purposes.
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29.
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Specific
Performance.
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Strict
compliance by Optionee shall be required with each and every provision of
this
Agreement and particularly with the procedures set forth in Section 5 hereof.
The parties hereto agree that the Shares are unique, that Optionee's failure
to
perform the obligations provided by this Agreement will result in irreparable
damage to the Company and that specific performance of Optionee's obligations
may be obtained by suit in equity.
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30.
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Interpretation.
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30.1. This
Agreement, the Plan and the Stockholder's Agreement set forth all of the
promises, agreements, condi-tions, understandings, warranties and
representations between the parties hereto with respect to the Option and
the
Shares, and there are no promises, agreements, conditions, understandings,
warranties or representations, oral or written, express or implied, between
them
with respect to the Option or the Shares other than as set forth herein and
in
the Plan, as amended. Any and all prior agreements between the parties hereto
with respect to the Shares or the Option are hereby revoked. This Agreement,
the
Plan and the Stockholder's Agreement, are intended by the parties to be an
integration of any and all prior agreements or understandings, oral or written,
with respect to the Option and the Shares.
30.2. The
captions herein are for reference purposes only and in no way define or limit
the scope or content of this Agreement or in any way affect the interpretation
of its provisions.
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31.
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Notices.
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Any
and
all notices provided for herein shall be sufficient if in writing and shall
either be hand delivered, with receipt therefor, or sent by Federal Express
or
other nationally recognized courier, or by certified or registered mail,
postage
prepaid, return receipt requested, in the case of the Company, to its principal
office, and, in the case of Optionee, to Optionee's address as shown on the
Company's records. A notice that is sent by Federal Express or other nationally
recognized courier or that is sent by certified or registered mail will be
deemed given on the earlier of the date the notice is received by the addressee
or three (3) business days after the date the notice is sent. Either party
may
change the address to which notices or other communications are to be delivered
to them hereunder by giving written notice to the other party as provided
in
this paragraph.
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement, or caused this Agreement to be duly executed and delivered in
their
name and on their behalf, as of the day and year first above
written.
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COMPANY:
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REXAHN
CORPORATION, a Maryland corporation
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By:
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Name:
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Title:
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OPTIONEE:
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Name:
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EXHIBIT
A
NOTICE
AND REQUEST OF EXERCISE
OF
OPTION
TO PURCHASE
SHARES
OF STOCK
OF
REXAHN
CORPORATION
The
undersigned Optionee of the Stock Option Plan (the "Plan") of Rexahn
Corporation, a Maryland corporation (the "Company"), does by this notice
request
that the Company issue to the undersigned that number of Shares specified
below
at the price per Share specified below pursuant to the exercise of Optionee's
Option under the Plan and the Stock Option Grant Agreement (the "Agreement")
between the undersigned and the Company.
Simultaneously
herewith, the undersigned delivers to the Company the purchase price for
the
Shares (i.e.,
that
amount which is obtained by multiplying the number of the Shares in D below
by
the price specified), in cash or by good check, in accordance with Section
6 of
the Agreement or as otherwise provided under the Plan.
The
undersigned hereby represents and warrants that the undersigned has read
and
understands the Plan and the Agreement and the terms and conditions set forth
therein under which the Shares are acquired, shall be held and may be disposed,
and hereby ratifies and confirms such terms and conditions.
The
undersigned hereby represents and warrants that the undersigned understands
that
the undersigned's rights with respect to the Shares being acquired pursuant
to
the exercise of the Option are restricted by the terms and conditions of
a
Stockholder's Agreement, and hereby ratifies and confirms such terms and
conditions.
The
undersigned hereby represents and warrants that the undersigned is acquiring
the
Shares for the undersigned's own account (and not on behalf of any other
persons) and without any present view to making a public offering or
distribution of same and without any present intention of selling same at
any
particular time or at any particular price or upon the occurrence of any
particular event or circumstances (except as set forth in the Plan and the
Agreement). The undersigned understands that restrictions on transfer of
the
Shares by virtue of securities laws may require that the undersigned hold
the
Shares for an indefinite period of time.
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The
undersigned acknowledges and understands that in connection with the acquisition
of the Shares by the undersigned: (1) The Company has informed the undersigned
that the Shares are not registered under the Securities Act of 1933, as amended
(the "Act"), or the applicable state securities or Blue Sky law or laws and
that
the Shares may not be transferred or otherwise disposed of unless the Shares
are
subsequently registered under the Act and the applicable state securities
or
Blue Sky law or laws or an exemption from such registration requirements
is
available; (2) that the Shares have not been approved or disapproved by the
Securities and Exchange Commission or any State securities commission or
other
regulatory authority, nor have any of such authorities passed upon or endorsed
the merits of such Shares; (3) that the undersigned has had a reasonable
opportunity to ask questions of the Company regarding restrictions on the
transferability of the Shares and other matters relevant to the undersigned's
purchase of the Shares; (4) the undersigned has been informed that a legend
referring to the restrictions indicated herein on transferability and sale
will
be placed upon the certificate(s) evidencing the Shares, in addition to the
legend referred to in the Agreement; (5) if the undersigned is required to
file
a Form 144 with the Securities and Exchange Commission in connection with
sales
of the Shares pursuant to Rule 144 under the Act, the undersigned will mail
a
copy of such Form to the Company at the same time and each time the undersigned
mails a copy to the Securities and Exchange Commission; and (6) that the
Company
has made no representations or warranties to the undersigned of any kind
whatsoever regarding the tax treatment of the Option and/or the
Shares.
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Dated:
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Very
truly yours,
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Signature
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Name
of Optionholder
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RESIDENCE:
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Street
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City,
State, Zip Code
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G.
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Date
of Stock Option Grant Agreement:
____________________.
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H.
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Number
of Shares covered by Agreement:
____________________.
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I.
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Number
of Shares which may be purchased at this time:
____________________.
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J.
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Number
of Shares to be actually purchased at this time (must be 100 Shares
or
whole multiples thereof and cannot be greater than C):
____________________.
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K.
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Exercise
price per Share:
$____________________.
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L.
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Aggregate
price to be paid for Shares actually purchased (D multiplied by
E):
$___________________.
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