EXHIBIT 10.8
UNIVERSAL HEIGHTS, INC.
STOCK OPTION AGREEMENT
This agreement, dated as of May 2, 1997 is made between Universal
Heights, Inc., a Delaware corporation, having its principal offices at ▇▇▇▇▇
▇.▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company"), and
__________ (the "Optionee").
W I T N E S S E T H :
1. GRANT OF OPTION. As set forth in this agreement by and among the
Company and Optionee, the Company hereby grants to the Optionee, subject to the
terms and conditions herein set forth, the right and option (the "Option") to
purchase from the Company, all or any part of an aggregate of one hundred
thousand (100,000) shares of Common Stock, par value $ .01 per share, of the
Company (the "Stock") at a purchase price per share of $1.06.
2. TERMS AND CONDITIONS. It is understood and agreed that this Option,
and the exercise of said Option, is subject to the terms and conditions set
forth herein.
3. EXPIRATION OF OPTION. This Option shall not be exercisable after
5:00 p.m. E.S.T. on May 2, 2007.
4. NON-ASSIGNABILITY OF OPTION. This option shall not be given,
granted, sold, exchanged, transferred, pledged, assigned or otherwise incumbered
or disposed of by the Optionee, otherwise than by will or the laws of descent
and distribution, and, during the lifetime of the Optionee, shall not be
exercisable by any other person, but only by him, unless with the written
approval of the Company's Board of Directors.
5. METHOD OF EXERCISE OF OPTION. The Optionee shall notify the Company
by written notice sent by registered or certified mail, return receipt
requested, addressed to its principal office, or by hand delivery to such
office, properly receipted, as to the number of shares of stock the Optionee
desires to purchase under this Option, which written notice shall be accompanied
by the Optionee's check payable to the order of the Company for the full option
price of such shares of stock. As soon as practicable after the receipt of such
written notice the Company shall, at its principal office, tender to the
Optionee a certificate or certificates issued in the Optionee's name evidencing
the shares of stock purchased by the Optionee hereunder. The Company agrees if
requested by Optionee to lend money to Optionee, guarantee a loan to Optionee,
or otherwise assist Optionee to obtain the cash necessary to exercise all or a
portion of Option granted hereunder. If the exercise price is paid in whole or
part with the Optionee's promissory note, such note shall at the Company's
option, (i) provide for full recourse to the maker, (ii) be collateralized by
the pledge of the Stock that the Optionee purchases upon exercise of such
Option, (iii) bear interest at the prime rate.
6. REGISTRATION RIGHTS. The Company agrees that it shall include all
shares of Stock subject to purchase by the Optionee's exercise of his Option in
a Registration Statement on Form S-8 with the U.S. Securities and Exchange
Commission.
7. INVESTMENT REPRESENTATION. The Optionee represents that at the time
of any exercise of this Option, where the shares of Stock are not registered
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under the Securities Act of 1933, as amended, such Stock will be acquired for
investment and not for resale or with a view to the distribution thereof.
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of changes
in the outstanding Common Stock of the Company by reason of stock dividends,
split-up, recapitalizations, mergers, consolidations, combinations, exchanges of
shares, separation, reorganizations, or liquidations, the number of shares of
Stock issuable upon the exercise of this Option, the option price thereof and
any limitation on exercise set forth in Section 3 hereof shall be
correspondingly adjusted by the Company. Any such adjustment in the number of
shares of Stock shall apply proportionately to only the then unexercised portion
of this Option. If fractional shares would result from any such adjustment, the
adjustment shall be revised to the next lower whole number of shares.
9. NO RIGHTS AS STOCKHOLDER. This Optionee shall have no rights as a
Stockholder in respect to the shares of stock as to which this Option shall not
have been exercised and payment made as herein provided.
10. BINDING EFFECT. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
12. NOTICES. Any notice hereunder shall be delivered by hand or by
registered or certified mail, return receipt requested, to a party at its
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address set forth above with a copy to ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, subject to the right of either party to
designate at any time hereafter, in writing, some other address.
13. COUNTERPARTS. This Agreement may be exercised in counterparts, each
of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, Universal Heights, Inc. has caused this Agreement
to be executed by an appropriate officer and the Optionee has executed this
Agreement, both as of the day and year first written.
UNIVERSAL HEIGHTS, INC.
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
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, Optionee
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