Exhibit (d)(1)(C)
THE OPTIONS GRANTED PURSUANT HERETO AND THE UNDERLYING SHARES OF COMMON STOCK
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT AND SUCH
STATE SECURITIES LAWS.
VOID AFTER 5:00 P.M. ON [180 days post closing]_______, 2001
THE LANGER BIOMECHANICS GROUP, INC.
Date of Original Issuance:{Closing Date}___, 2001 Register No.:________
THIS IS TO CERTIFY THAT, for value received, OrthoStrategies, Inc. ("OS"),
its successors or assigns (each, a "Holder"), has been granted 1,400,000 options
(each a "Langer Option"), each Langer Option entitling the owner thereof to
purchase from the LANGER BIOMECHANICS GROUP, INC., a New York corporation (the
"Company"), at any time on or after the date hereof (the "Commencement Date")
and on or prior to 5:00 p.m., New York City time, on [180 days post closing],
2001 (the "Expiration Time"), one duly authorized, validly issued, fully paid
and nonassessable share of the common stock, par value $.02 per share (the
"Common Stock"), of the Company, as adjusted from time to time in accordance
with the terms and provisions of this Option Agreement (each, an "Option
Share"), all subject to the terms and conditions contained herein. Subject to
adjustment as provided below, the exercise price per share (the "Exercise
Price") shall be as follows:
Date of Exercise Exercise Price
---------------- --------------
On or prior to [90 days post $1.525
closing] , 2001
After [90 days post closing], $1.550
2001, and/or [prior to 120 days
post closing] , 2001
After [120 days post closing], $1.575
2001, and on or prior to [150
days post closing] , 2001
After [150 days post closing] , $1.60
2001 and on or prior to the
Expiration Time
<PAGE>
The number of Option Shares and the Exercise Price per share set forth above are
subject to adjustment as provided herein. Unless otherwise expressly set forth
herein, all capitalized terms used but not otherwise defined herein shall have
respective meanings attributed thereto in Section 13.
The Langer Options shall not be evidenced by any instrument or agreement
apart from this Option Agreement (the "Option Agreement").
1. Exercise of Langer Options.
1.1 The Langer Options may be exercised, in whole or in part, but not as
to less than 10,000 Langer Options or, if less, the number of Langer Options
evidenced hereby, on or after the Commencement Date and prior to the Expiration
Time by surrendering this Option Agreement, with the exercise form provided for
herein duly executed by the Holder or by the Holder's duly authorized
attorney-in-fact, at the principal office of the Company, presently located at
450 Commack Road, Deer Park, New York 11729, or at such other office or agency
in the United States as the Company may designate by notice to the Holder (in
either event, the "Company Offices"), accompanied by payment in full, either in
the form of cash, wire transfer, bank cashier's check or certified check payable
to the order of the Company, of the Exercise Price payable in respect of the
Langer Options being exercised. If fewer than all of the Langer Options are
exercised, the Company shall, upon each exercise prior to the Expiration Time,
execute and deliver to the Holder a new Option Agreement (dated as of the date
hereof) and otherwise identical hereto evidencing the balance of the Langer
Options that remain exercisable.
1.2 On the date of exercise of the Langer Options, the Holder shall be
deemed to have become the holder of record for all purposes of the Option Shares
to which the exercise relates.
1.3 As soon as practicable, but not in excess of five (5) days, after the
exercise of all or part of the Langer Options, the Company, at its expense
(including the payment by it of any applicable issue taxes), will cause to be
issued in the name of and delivered to the Holder a certificate or certificates
evidencing the number of duly authorized, validly issued, fully paid and
nonassessable Option Shares to which the Holder shall be entitled upon such
exercise, provided that the Company shall not be required to pay any taxes
payable as a result of the issuance of any certificate or certificates in a name
other than that of the Holder, in which case the Company shall not be required
to issue or deliver such certificate(s) unless or until the person or persons
requesting issuance thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax
has been paid.
1.4 Each certificate representing Option Shares obtained upon exercise of
a Langer Option shall bear a legend as follows unless such Option Shares have
been registered under the Act and the issuance complies with any applicable
state securities laws:
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"The securities represented by this certificate have
been acquired for investment and have not been
registered under the Securities Act of 1933, as amended
(the "Act"). The securities may not be sold, assigned,
pledged, hypothecated or otherwise transferred except
pursuant to an effective registration statement under
the Act and in compliance with applicable state
securities laws, or the Company receives an opinion of
counsel, reasonably satisfactory to the Company, that
such registration is not required and that the sale,
assignment, pledge, hypothecation or transfer is in
compliance with applicable state securities laws."
2. Issuance of Common Stock; Reservation of Shares.
2.1 The Company covenants and agrees that it will at all times reserve and
keep available, free and clear from preemptive rights, out of its authorized but
unissued Common Stock, solely for the purpose of issuance upon the exercise of
Langer Options as provided herein, such number of shares of Option Shares as
shall then be issuable upon the exercise of all Langer Options then outstanding.
2.2 The Company covenants and agrees that all Option Shares that may be
issued upon the exercise of all or part of the Langer Options will, upon
issuance in accordance with the terms hereof, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof.
2.3 The Company further covenants and agrees that if any shares of Common
Stock reserved for the purpose of the issuance of Option Shares upon exercise of
the Langer Options require registration with, or approval of, any governmental
authority under any federal or state law before such shares may be validly
issued or delivered upon exercise, then the Company will promptly use its best
efforts to effect such registration or obtain such approval, as the case may be.
3. Adjustments of Exercise Price and Number and Character of Shares Issuable
Upon Exercise.
3.1 Upon each adjustment of the Exercise Price as a result of the
calculations made in this Section, this Option Agreement shall thereafter
evidence the right to receive, at the adjusted Exercise Price, that number of
Option Shares (calculated to the nearest one-hundredth) obtained by dividing (i)
the product of the aggregate number of Option Shares covered by this Option
Agreement immediately prior to such adjustment and the Exercise Price in effect
immediately prior to such adjustment of the Exercise Price by (ii) the Exercise
Price in effect immediately after such adjustment of the Exercise Price.
3.2 The Exercise Price will be adjusted from time to time as provided
herein.
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3.2.1 Extraordinary Dividends and Distributions. In case the Company
at any time or from time to time after the date hereof shall declare,
order, pay or make a dividend or other distribution (including, without
limitation, any distribution of other or additional stock or other
securities or property or options by way of dividend or spin-off,
reclassification, recapitalization or similar corporate rearrangement) on
the Common Stock other than (a) a dividend payable in additional shares of
Common Stock or (b) a regularly scheduled cash dividend payable out of
consolidated earnings or earned surplus, determined in accordance with
generally accepted accounting principles, then, in each such case, subject
to Section 3.3, the Exercise Price in effect immediately prior to the
close of business on the record date fixed for the determination of
holders of any class of securities entitled to receive such dividend or
distribution shall be reduced, effective as of the close of business on
such record date, to a price determined by multiplying such Exercise Price
by a fraction
(a) the numerator of which shall be the Current Market Price
in effect on such record date or, if the Common Stock trades on an
ex-dividend basis, on the date prior to the commencement of
ex-dividend trading, less the amount of such dividend or
distribution (as determined in good faith by the Board of Directors
of the Company) applicable to one share of Common Stock, and
(b) the denominator of which shall be such Current Market
Price.
3.2.2 Treatment of Stock Dividends, Stock Splits, etc. In case the
Company at any time or from time to time after the date hereof shall
declare or pay any dividend on the Common Stock payable in Common Stock,
or shall effect a subdivision of the outstanding shares of Common Stock
into a greater number of shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in Common Stock), then, and in
each such case, the Exercise Price in effect immediately prior to the
payment of such dividend or the consummation of such subdivision shall
concurrently with the effectiveness of such dividend or subdivision be
proportionately decreased.
3.2.3 Adjustments for Combinations, etc. In case the outstanding
shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of shares of Common
Stock, the Exercise Price in effect immediately prior to such combination
or consolidation shall, concurrently with the effectiveness of such
combination or consolidation, be proportionately increased.
3.3 De Minimis Adjustments. If the amount of any adjustment of the
Exercise Price per share required pursuant to this Section 3 would be less than
$.02, such amount shall be carried forward and adjustment with respect thereto
made at the time of and together with any subsequent adjustment which, together
with such amount and any other amount or amounts so carried forward, shall
aggregate a change in the Exercise Price of at least $.02 per share. All
calculations under this Option Agreement shall be made to the nearest .001 of a
cent or to the nearest one-hundredth of a share, as the case may be.
3.4 Abandoned Dividend or Distribution. If the Company shall take a record
of the holders of its Common Stock for the purpose of entitling them to receive
a dividend or
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other distribution (which results in an adjustment to the Exercise Price under
the terms of this Option Agreement) and shall, thereafter, and before such
dividend or distribution is paid or delivered to shareholders entitled thereto,
legally abandon its plan to pay or deliver such dividend or distribution, then
any adjustment made to the Exercise Price and number of shares of Common Stock
purchasable upon exercise of the Langer Options by reason of the taking of such
record shall be reversed, and any subsequent adjustments, based thereon, shall
be recomputed.
3.5 Adjustments To Exercise Price and Number of Shares. Notwithstanding
any adjustment in the Exercise Price or in the number or kind of shares of
Common Stock purchasable upon exercise of the Langer Options, any Option
Agreement theretofore or thereafter executed and delivered may continue to
express the same number and kind of shares of Common Stock as are stated in this
Option Agreement, as initially issued.
3.6 Fractional Shares. Notwithstanding any adjustment pursuant to Section
3 in the number of shares of Common Stock covered by this Option Agreement or
any other provision of this Option Agreement, the Company shall not be required
to issue fractions of shares upon exercise of Langer Options or to distribute
certificates which evidence fractional shares. In lieu of fractional shares, the
Company shall make payment to the Holder, at the time of exercise of Langer
Options as herein provided, in an amount in cash equal to such fraction
multiplied by the Current Market Price of a share of Common Stock on the date of
exercise of Langer Options.
4. Consolidation, Merger, etc.
4.1 Adjustments for Consolidation, Merger, Sale of Assets, Reorganization,
etc. In case the Company after the date hereof (a) shall consolidate with or
merge into any other Person and shall not be the continuing or surviving
corporation of such consolidation or merger, or (b) shall permit any other
Person to consolidate with or merge into the Company and the Company shall be
the continuing or surviving Person but, in connection with such consolidation or
merger, the Common Stock or Other Securities shall be changed into or exchanged
for stock or other securities of any other Person or cash or any other property,
or (c) shall transfer all or substantially all of its properties or assets to
any other Person, or (d) shall effect a capital reorganization or
reclassification of the Common Stock or Other Securities (other than a capital
reorganization or reclassification resulting in the issue of additional shares
of Common Stock for which adjustment in the Exercise Price is provided in
Section 3.2.1), then, and in the case of each such transaction, proper provision
shall be made so that, upon the basis and the terms and in the manner provided
in this Option Agreement, the Holder of this Option Agreement, upon the exercise
of a Langer Option at any time after the consummation of such transaction, shall
be entitled to receive the kind and amount of shares of stock and other
securities and property receivable upon such consolidation, merger, transfer or
recapitalization, by a holder of the number of securities of the Company for
which a Langer Option might have been exercised immediately prior to such
consolidation, merger, transfer or recapitalization. This provision shall
similarly apply to successive consolidations, mergers or recapitalizations.
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4.2 Assumption of Obligations. Notwithstanding anything contained in this
Option Agreement to the contrary, the Company shall not effect any of the
transactions described in clauses (a) through (d) of Section 4.1 unless, prior
to the consummation thereof, each Person (other than the Company) which may be
required to deliver any stock, securities, cash or property upon the exercise of
Langer Options as provided herein shall assume, by written instrument delivered
to, and reasonably satisfactory to, the Holder of this Option Agreement, (a) the
obligations of the Company under this Option Agreement (and if the Company shall
survive the consummation of such transaction, such assumption shall be in
addition to, and shall not release the Company from, any continuing obligations
of the Company under this Option Agreement) and (b) the obligation to deliver to
the Holder such shares of stock, securities, cash or property as, in accordance
with the foregoing provisions of this Section 4, the Holder may be entitled to
receive.
5. No Dilution or Impairment.
The Company shall not, by amendment of its certificate of incorporation or
through any consolidation, merger, reorganization, transfer of assets,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Option
Agreement, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder against dilution or
other impairment. Without limiting the generality of the foregoing, the Company
(a) shall not permit the par value of any shares of stock receivable upon the
exercise of Option Agreement to exceed the amount payable therefor upon such
exercise, (b) shall take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable shares of stock, free from all taxes, liens, security interests,
encumbrances, preemptive rights and charges on the exercise of the Langer
Options from time to time outstanding and (c) shall not take any action which
results in any adjustment of the Exercise Price if the total number of shares of
Common Stock (or Other Securities) issuable after the action upon the exercise
of all of the Langer Options would exceed the total number of shares of Common
Stock (or Other Securities) then authorized by the Company's certificate of
incorporation and available for the purpose of issue upon such exercise.
6. Registration Rights.
Reference is hereby made to that certain Registration Rights Agreement
pertaining to the Option Shares dated as of the Commencement Date (the
"Registration Rights Agreement") between the Company and Holder. Holder may
assign its rights and benefits in, to and under the Registration Rights
Agreement to any Holder in accordance with the terms of such agreement.
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7. Replacement of Securities.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Option Agreement and of
reasonably satisfactory indemnification, the Company shall promptly execute and
deliver to the Holder a new Option Agreement of like tenor and date. Any such
new Option Agreement executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute an additional contractual obligation
on the part of the Company.
8. Registration.
This Option Agreement, as well as all other Option Agreements issued
pursuant hereto shall be numbered and shall be registered in a register (the
"Option Register") maintained at the Company Offices as they are issued. The
Option Register shall list the name, address and Social Security or other
Federal Identification Number, if any, of all Holders. The Company shall be
entitled to treat the Holder as set forth in the Option Register as the owner in
fact of the Langer Options as set forth therein for all purposes and shall not
be bound to recognize any equitable or other claim to or interest in such Langer
Options on the part of any other person, and shall not be liable for any
registration of transfer of Langer Options that are registered or to be
registered in the name of a fiduciary or the nominee of a fiduciary unless made
with the actual knowledge that a fiduciary or nominee is committing a breach of
trust in requesting such registration of transfer, or with such knowledge of
such facts that its participation therein amounts to bad faith.
9. Transfer.
9.1 Permissible Transferees. This Option Agreement and the right to
purchase Langer Options evidenced hereby may be transferred, sold, assigned or
hypothecated in whole or in part, at any time, or from time to time, provided
that the Company shall not be required to issue Option Agreements as a result of
any transfer granting the Holder the right to purchase less than 10,000 Option
Shares. Any such transfer shall be effected by executing the form of assignment
at the end hereof, and (ii) surrendering this Option Agreement for cancellation
to the Company; whereupon the Company shall issue, in the name or names
specified by Holder a new Option Agreement or Option Agreements of like tenor
and representing in the aggregate rights to purchase the same number of shares
of Common Stock as are purchasable hereunder.
9.2 Transfer of Option. The registered Holder of this Option Agreement, by
its acceptance hereof, agrees that it will not sell, assign, pledge, hypothecate
or otherwise transfer this Option Agreement or the Langer Options evidenced
hereby except (i) pursuant to an effective registration under the Act and in
compliance with applicable state securities laws, (ii) if the Company receives
an opinion of counsel, reasonably satisfactory to the Company, that such
registration is not required and that the sale, assignment, pledge,
hypothecation or transfer is in compliance with applicable state securities
laws; or (iii) to family members of the Holder or trusts established for the
benefit of family members of the Holder.
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10. Exchange.
This Option Agreement may be exchanged for another Option Agreement or
Option Agreements entitling the Holder thereof to purchase a like aggregate
number of Option Shares as the Langer Options evidenced hereby, provided the
Company shall not be required to issue as a result of any request for exchange
an Option Agreement granting the Holder the right to purchase less than 10,000
Option Shares. A Holder desiring to exchange this Option Agreement shall make
such request in writing delivered to the Company, and shall surrender this
Option Agreement therewith. Thereupon, the Company shall execute and deliver to
the person entitled thereto a new Option Agreement or Option Agreements, as the
case may be, as so requested.
11. Notices.
11.1 In the event of:
(a) any taking by the Company of a record of the holders of any
class of securities for the purpose of determining the holders thereof who
are entitled to receive any dividend (other than a regularly scheduled
cash dividend payable out of consolidated earnings or earned surplus,
determined in accordance with generally accepted accounting principles, in
an amount not exceeding the amount of the immediately preceding cash
dividend for such period) or other distribution, or any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any
other securities or property, or to receive any other right, or
(b) any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company, any consolidation
or merger involving the Company and any other Person, any transaction or
series of transactions in which more than 50% of the voting securities of
the Company are transferred to another Person, or any transfer, sale or
other disposition of all or substantially all the assets of the Company to
any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, then, in either case, the Company shall mail to
each Holder a notice specifying (i) the date or expected date on which any
such record is to be taken for the purpose of such dividend, distribution
or right, and the amount and character of such dividend, distribution or
right, and (ii) the date or expected date on which any such
reorganization, reclassification, recapitalization, consolidation, merger,
transfer, sale, disposition, dissolution, liquidation or winding-up is to
take place and the time, if any such time is to be fixed, as of which the
holders of record of Common Stock (or Other Securities) shall be entitled
to exchange their shares of Common Stock (or Other Securities) for the
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger,
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transfer, dissolution, liquidation or winding-up. Such notice shall be
mailed at least 15 days prior to the date therein specified.
11.2 In each case of any adjustment or readjustment in the shares of
Common Stock (or Other Securities) issuable upon the exercise of the Langer
Options, the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms of this Agreement and prepare a
certificate, signed by the Chairman of the Board, President or one of the Vice
Presidents of the Company, and by the Chief Financial Officer, the Treasurer or
one of the Assistant Treasurers of the Company, setting forth such adjustment or
readjustment and showing in reasonable detail the method of calculation thereof
and the facts upon which such adjustment or readjustment is based, including a
statement of the number of shares of Common Stock outstanding or deemed to be
outstanding, and the Exercise Price in effect immediately prior to such issue or
sale and as adjusted and readjusted (if required by Section 3) on account
thereof. The Company shall forthwith mail a copy of each such certificate to
each holder of a Langer Option and shall, upon the written request at any time
of any holder of a Langer Option, furnish to such holder a like certificate
setting forth the Exercise Price at the time in effect and showing in reasonable
detail how it was calculated. The Company shall also keep copies of all such
certificates at its principal office and shall cause the same to be available
for inspection at such office during normal business hours by any holder of a
Langer Option or any prospective purchaser of a Langer Option designated by the
holder thereof.
11.3 All notices and other communications hereunder shall be in writing
and shall be deemed given when delivered in person, against written receipt
therefor, or two days after being sent, by registered or certified mail, postage
prepaid, return receipt requested, and, if to the Holder, at such address as is
shown on the Option Register or as may otherwise may have been furnished to the
Company in writing in accordance with this Section by the Holder and, if to the
Company, at the Company Offices or such other address as the Company shall give
notice thereof to the Holder in accordance with this Section.
12. Definitions.
As used herein, unless the context otherwise requires, the following terms
shall have the meanings indicated:
"Current Market Price" shall mean, on any date specified herein, the
average of the daily Market Price during the 10 consecutive trading days
commencing 15 trading days before such date, except that, if on any such date
the shares of Common Stock are not listed or admitted for trading on any
national securities exchange or quoted in the over-the-counter market, the
Current Market Price shall be the Market Price on such date.
"Market Price" shall mean, on any date specified herein, the amount per
share of the Common Stock, equal to (a) the last reported sale price of such
Common Stock, regular way, on such date or, in case no such sale takes place on
such date, the average of the closing bid and asked prices thereof regular way
on such date, in either case as officially reported on the
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principal national securities exchange on which such Common Stock is then listed
or admitted for trading, or (b) if such Common Stock is not then listed or
admitted for trading on any national securities exchange but is designated as a
national market system security by the NASD, the last reported trading price of
the Common Stock on such date, or (c) if there shall have been no trading on
such date or if the Common Stock is not so designated, the average of the
closing bid and asked prices of the Common Stock on such date as shown by the
NASD automated quotation system, or (d) if such Common Stock is not then listed
or admitted for trading on any national exchange or quoted in the
over-the-counter market, the fair value thereof (as of a date which is within 20
days of the date as of which the determination is to be made) determined in good
faith by the Board of Directors of the Company.
"Other Securities" shall mean any stock (other than Common Stock) and
other securities of the Company or any other Person (corporate or otherwise)
which the holders of the Options at any time shall be entitled to receive, or
shall have received, upon the exercise of the Options, in lieu of or in addition
to Common Stock, or which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Common Stock or Other Securities
pursuant to Section 4 or otherwise.
"Person" shall mean any individual, firm, corporation, partnership, trust,
joint venture, association, joint stock company, limited liability company,
unincorporated organization or any other entity or organization, including a
government or agency or subdivision thereof, and shall include any successor (by
merger or otherwise) of such entity.
13. Miscellaneous.
13.1 Amendments. Any amendment or modification of the this Option
Agreement shall require the written consent signed by the party against whom
enforcement of the modification or amendment is sought.
13.2 Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Option Agreement.
13.3 Entire Agreement. This Option Agreement (together with the other
agreements and documents being delivered pursuant to or in connection with this
Option Agreement) constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.
13.4 Binding Effect. This Option Agreement shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representatives and assigns,
and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Option
Agreement or any provisions herein contained.
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13.5 Governing Law; Jurisdiction. This Option Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New
York, without giving effect to conflict of laws principles thereof or the actual
domiciles of the parties. The Company and the Holder hereby agree that any
action, proceeding or claim against either of them arising out of, or relating
in any way to the this Option Agreement shall be brought and enforced in any of
the state or federal courts located in the State of New York and irrevocably
submits to such jurisdiction.
13.6 Waiver, Etc. The failure of the Company or the Holder to at any time
enforce any of the provisions of the this Option Agreement shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the
validity of this Option Agreement or the Langer Options or any provision hereof
or the right of the Company or any Holder to thereafter enforce each and every
provision of the this Option Agreement or the Langer Options. No waiver of any
breach, non-compliance or non-fulfillment of any of the provisions of this
Option Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such
waiver is sought; and no waiver of any such breach, non-compliance or
non-fulfillment shall be construed or deemed to be a waiver of any other or
subsequent breach, non-compliance or non-fulfillment.
13.7 Interpretation. Any word or term used in this Option Agreement in any
form shall be masculine, feminine, neuter, singular or plural, as proper reading
requires. The words "herein", "hereof", "hereby" or "hereto" shall refer to this
Option Agreement unless otherwise expressly provided. Any reference herein to a
Section shall be a reference to a Section of this Option Agreement unless the
context otherwise requires.
Dated: [Closing Date]
THE LANGER BIOMECHANICS GROUP, INC.
By:
---------------------------------
Name:
Title:
ATTEST:
--------------------------------
Name:
Title: Secretary
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EXERCISE NOTICE
Dated:_______________, ____
TO: THE LANGER BIOMECHANICS GROUP, INC.
The undersigned hereby irrevocably elects to exercise the Langer Options
to purchase ____ shares of Common Stock, par value $.02 per share ("Common
Stock"), of The Langer Biomechanics Group, Inc. and hereby makes payment of
$________ therefor. The undersigned hereby requests that certificates for shares
issuable pursuant to this exercise be issued and delivered as follows:
----------
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:
------------------------------------------------------------
(Please type or print in block letters)
Taxpayer
Identification
Number:
---------------------------------------------------------
Address:
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
Signature:
---------------------------------------------------------
(Signature must conform in all respects to the name of
the Holder as set forth on the face of the Options.)
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ASSIGNMENT FORM
FOR VALUE RECEIVED,
------------------------------------------------------------
(Please type or print in block letters)
hereby sells, assigns and transfers unto:
Name:
------------------------------------------------------------
(Please type or print in block letters)
Taxpayer
Identification
Number:
---------------------------------------------------------
Address:
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
the right to purchase _____ shares of common stock, par value $.02 per share, of
the Langer Biomechanics Group, Inc. (the "Company") pursuant to the Option
Agreement dated January , 2001, between the undersigned and the Company and does
hereby irrevocably constitute and appoint ___________________________
Attorney-in-Fact, to transfer the same on the books of the Company with full
power of substitution in the premises.
Dated:
---------------------------------------------------------
Signature:
---------------------------------------------------------
(Signature must conform in all respects to the name of
the Holder as set forth on the face of the Options.)
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