Exhibit 10.52
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OPTION AGREEMENT
AGREEMENT, dated as of February 1, 1999, between UNITED LEISURE
CORPORATION, a Delaware corporation (the "Company"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the
"Optionee").
W I T N E S S E T H:
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WHEREAS, the Optionee has rendered extraordinary services to the Company
throughout 1988, in developing the Parallel Addressing Video (PAV) technology
and Dynamic Interactive Video Overlay (DIVO) technology, and helping to exploit
those technologies with specific application license agreements;
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants hereinafter contained, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. The Company hereby grants to the Optionee the
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irrevocable option (the "Option") to purchase, on the terms and conditions
herein set forth, up to 200,000 of the Company's fully paid and nonassessable
shares of Common Stock, par value $.01 per share, at an option price determined
as set forth in Section 2 of this Agreement.
2. Option Price. The option price for any shares of Common Stock of the
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Company to be purchased pursuant to the Option by valid exercise from time to
time during the term thereof by the Optionee shall be $.35 per share, the
estimated fair market value of such Common Stock on the date hereof.
3. Period of Option. The Option is exercisable at any time during a
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period of five years commencing February 1, 1999 and ending January 31, 2004.
The Option may be exercised from time to time during the option period as to the
total number of shares covered thereby or any lesser amount thereof. The Option
is nonexercisable after January 31, 2004. Termination of the Optionee's
relationship with the Company shall not affect the Optionee's ability to
exercise the Option.
4. Adjustments. If each of the outstanding shares of Common Stock of the
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Company (other than shares held by dissenting stockholders) shall be changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation (whether by reason of
agreement, consolidation, recapitalization, reclassification, split-up,
combination of the shares or otherwise), then there shall be substituted for
each share covered by the Option, the number and kind
of shares of stock or other securities into which each outstanding share of
Common Stock of the Company (other than shares held by dissenting stockholders)
shall be so changed or for which each such share shall be changed. If there
shall be any other change in the number or kind of the outstanding shares of
Common Stock of the Company, or any stock or securities into which such Common
Stock shall have been changed, or for which it shall have been exchanged, then
if the Board of Directors of the Company shall, in its sole discretion,
determine that such change equitably requires an adjustment in the number or
kind or option price of the shares covered by the Option, or an adjustment in
the number or kind of other shares subject, or which may be subject, to the
Option, such adjustment shall be made in accordance with such determination.
Fractional shares resulting from any adjustment in the Option pursuant to this
Section 4 may be settled in cash or otherwise as the Board of Directors of the
Company shall determine. Notice of any adjustment shall be given by the Company
to the Optionee and such adjustment (whether or not such notice is given or
received) shall be effective and binding for all purposes of the Option.
5. Reservation of Shares. The Company covenants and agrees that it has
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reserved and shall at all time, so long as the Option is outstanding, reserve
and keep available out of its authorized but unissued Common Stock, par value
$.01 per share, solely for the purpose of issuing Common Stock upon the exercise
of the Option, the full number of shares of Common Stock deliverable upon the
exercise of the Option.
6. Stockholder's Rights. The Optionee shall not, based on his being
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Optionee hereunder, be entitled to vote or receive dividends or be deemed the
holder of Common Stock or any other security of the Company which may at any
time be issuable on the exercise of the Option for any purpose, nor shall
anything contained herein be construed to confer upon the Optionee, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of Directors on any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action (whether upon
any recapitalization, issue of stock, reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger, conveyance or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the Option shall have been exercised and
the Common Stock purchasable upon the exercise hereof shall have become
deliverable as provided herein.
7. Transferability. The Option is not transferable by the Optionee
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otherwise than by will or the laws of descent or distribution, and is
exercisable during the Optionee's lifetime only by the Optionee.
8. Method of Exercise of Option. The Option may be exercised in whole or
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in part by the Optionee's giving written notice, specifying the number of shares
which the Optionee elects to purchase and the date on which such purchase is to
be made, to the Company by mail, postage prepaid, or delivering such notice
addressed
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to the Company, at its principal office in Fountain Valley, California,
attention of the President, at least ten and not more than thirty days prior to
the date specified in such notice as the date on which such purchase is to be
made. Such notice shall contain (if required by the Company so that the Company,
on issuing the shares to the Option, will comply with the applicable securities
laws) a written representation by the Optionee that (i) he is acquiring the
shares to be so purchased for investment and not with a view to distribution to
the public and (ii) he will not dispose of the shares so purchased except in
compliance with the Securities Act of 1933, as amended, and the rules and
regulations (such as Rule 144) promulgated thereunder applicable at the time to
such disposition. The Company may require further assurances that the
acquisition of the shares will not involve any violations of law.
If such exercise shall be in accordance with the provisions of the Option,
the Company shall, on the date specified in the notice and against receipt from
the Optionee of the option price, deliver, at its principal office in Fountain
Valley, California, a certificate or certificates for the shares of Common Stock
so purchased and shall pay all stamp taxes payable in connection therewith. For
purposes of this Section 8, a person to whom the Option is transferred by will
or the laws of descent and distribution, as contemplated by Section 7, shall be
deemed the Optionee.
Each stock certificate for shares issued on exercise of the Option shall
bear a legend substantially as follows:
"The Shares represented by this Certificate have not been
registered under the Securities Act of 1933. The Shares may
not be sold or offered for sale in the absence of an effective
Registration Statement for the Shares under the Securities Act
of 1933 or an option of counsel of the Company that such
registration is not required."
9. Binding Agreement. This Option Agreement shall be binding upon and
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shall inure to the benefit of any successor or assign of the Company and the
Optionee's legal representatives.
10. Entire Agreement. This Agreement contains the entire agreement of the
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parties with respect to the Option and may not be changed orally, but only by an
instrument in writing signed by the party against whom enforcement of any
change, modification or extension is sought.
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IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement
as of the day and year first above written.
UNITED LEISURE CORPORATION
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇
Chairman of the Board, President and
Chief Executive Officer
AGREED TO AND ACCEPTED:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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