<PAGE>
As filed with the Securities and Exchange Commission on January __, 1998
Registration No. 333-_____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
4FRONT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-0675510
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
5650 GREENWOOD PLAZA BOULEVARD
ENGLEWOOD, COLORADO 80111
(303) 721-7341
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Mark McVeigh.
Option Agreement dated as of November 3, 1994 between 4Front Software
International, Inc. and Mark McVeigh.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Mark McVeigh.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Andrew Carley.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Stephen McDonnell.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Stephen McDonnell.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Bruce Horowitz.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Calvin Fox.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Paul Barrie.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Andrew Cowl.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Roger Dutton.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Jason Goddard.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc.and Neil Humphrey.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Paul Leonard.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Peter Lees.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Allison McKie.
<PAGE>
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Audrey Manning.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Terence Burt.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Kenneth Newell.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Mark Ellis.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Ginette Cave.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Craig Kleinman.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Lorna Reynolds.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Arthur K. Ross.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Gary Rawlins.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Paul Rooney.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Claire Savage.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Samantha Thompson.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Sierra Overseas Corporation.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Keith Sponder.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and John Walduck.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Amanda Williams.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Madukhant Doshi.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Jayesh Doshi.
Option Agreement dated as of October 1, 1994 between 4Front Software
International, Inc. and Anil Doshi.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and John Fox.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Andrew Gueritz.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Marina McGovern.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Timothy Baugh.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and David Mullender.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Christopher Arnold.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Michael Seymour.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Lindsay Baugh.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Brian Parnham.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Peter Bolton.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Kenneth Newell.
<PAGE>
Option Agreement dated as of November 3, 1994 between 4Front Software
International, Inc. and Kenneth Newell.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Mayur Morjaria.
Option Agreement dated as of March 1, 1997 between 4Front Software
International, Inc. and Peter Wellings.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Anil Doshi.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Peter Wellings.
Option Agreement dated as of November 3, 1994 between 4Front Software
International, Inc. and Peter Wellings.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Craig Kleinman.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Christopher Hervey.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Christopher Hervey.
Option Agreement dated as of November 3, 1994 between 4Front Software
International, Inc. and Christopher Hervey.
Option Agreement dated as of March 1, 1997 between 4Front Software
International, Inc. and Philip Mendonca.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Mark Ellis.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Stuart Doshi.
Option Agreement dated as of November 3, 1994 between 4Front Software
International, Inc. and Terry Burt.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Terry Burt.
Option Agreement dated as of August 1, 1995 between 4Front Software
International, Inc. and Simon Andrews.
Option Agreement dated as of November 1, 1994 between 4Front Software
International, Inc. and Simon Andrews.
Option Agreement dated as of November 3, 1994 between 4Front Software
International, Inc. and Simon Andrews.
Option Agreement dated as of March 1, 1997 between 4Front Software
International, Inc. and Richard Sharpe.
Option Agreement dated as of November 1, 1996 between 4Front Software
International, Inc. and Peter Bolton.
Option Agreement dated as of October 1, 1994 between 4Front Software
International, Inc. and Anthony Malpas.
Option Agreement dated as of March 1, 1997 between 4Front Software
International, Inc. and David Bampton.
Option Agreement dated as of October 1, 1994 between 4Front Software
International, Inc. and Keith Shipton
---------------------------
CRAIG KLEINMAN
5650 GREENWOOD PLAZA BOULEVARD
ENGLEWOOD, COLORADO 80111
(303) 721-7341
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
<PAGE>
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
PAUL JACOBS, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------- ------------------- ----------------------- ------------------------ --------------------
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price per aggregate offering Amount of
to be registered registered unit(1) price (1) registration fee
- ---------------------------- ------------------- ----------------------- ------------------------ --------------------
<S> <C> <C> <C> <C>
Common Stock $.001
par value per share...... 1,773,300 shares $4.00 to $5.75 $7,837,375 $2,312.03
============================ =================== ======================= ======================== ====================
</TABLE>
(1) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee. The offering price and fee are computed based on the
price at which the options being registered may be exercised, which is as
follows: an aggregate of 1,065,500 shares are exercisable for $4.00 per
share, an aggregate of 659,300 shares are exercisable for $5.00 per share
and an aggregate of 48,500 shares are exercisable for $5.75 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company are incorporated herein by
reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1997.
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1997.
(iii) The Company's Quarterly Report on Form 10-Q for the quarter ended
July 31, 1997.
(iv) The Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1997.
(v) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, dated September 10, 1996, as
amended on Form 8-A/A dated May 21, 1997.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document that is also incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
II-1
<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby has been passed on for
the Company by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, NY
10103. Certain attorneys of Fulbright & Jaworski L.L.P. beneficially owned an
aggregate of 13,200 shares of Common Stock as of December 16, 1997.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.
Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the
II-2
<PAGE>
corporation would have the power to indemnify him against such liabilities under
such Section 145.
The Company's Certificate of Incorporation and Bylaws provide that the
Company shall indemnify certain persons, including officers, directors,
employees and agents, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware. The Company has also entered
into indemnification agreements with its current directors and executive
officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
Item 8. EXHIBITS
5.1 Opinion of Fulbright & Jaworski L.L.P.
10.1 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Mark McVeigh.
10.2 Option Agreement dated as of November 3, 1994 between 4Front
Software International, Inc. and Mark McVeigh.
10.3 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Mark McVeigh.
10.4 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Andrew Carley.
10.5 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Stephen McDonnell.
10.6 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Stephen McDonnell.
10.7 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Bruce Horowitz.
10.8 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Calvin Fox.
10.9 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Paul Barrie.
II-3
<PAGE>
10.10 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Andrew Cowl.
10.11 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Roger Dutton.
10.12 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Jason Goddard.
10.13 Option Agreement dated as of August 1, 1995 between 4Front
Software International, and Neil Humphrey.
10.14 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Paul Leonard.
10.15 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Peter Lees.
10.16 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Allison McKie.
10.17 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Audrey Manning.
10.18 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Terence Burt.
10.19 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Kenneth Newell.
10.20 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Mark Ellis.
10.21 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Ginette Cave.
10.22 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Craig Kleinman.
10.23 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Lorna Reynolds.
10.24 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Arthur K. Ross.
II-4
<PAGE>
10.25 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Gary Rawlins.
10.26 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Paul Rooney.
10.27 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Claire Savage.
10.28 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Samantha Thompson.
10.29 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Sierra Overseas Corporation.
10.30 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Keith Sponder.
10.31 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and John Walduck.
10.32 Option Agreement dated as of August 1, 1995 between 4Front
Software International and Amanda Williams.
10.33 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Madukhant Doshi.
10.34 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Jayesh Doshi.
10.35 Option Agreement dated as of October 1, 1994 between 4Front
Software International, Inc. and Anil Doshi.
10.36 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and John Fox.
10.37 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Andrew Gueritz.
10.38 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Marina McGovern.
10.39 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Timothy Baugh.
II-5
<PAGE>
10.40 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and David Mullender.
10.41 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Christopher Arnold.
10.42 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Michael Seymour.
10.43 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Lindsay Baugh.
10.44 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Brian Parnham.
10.45 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Peter Bolton.
10.46 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Kenneth Newell.
10.47 Option Agreement dated as of November 3, 1994 between 4Front
Software International, Inc. and Kenneth Newell.
10.48 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Mayur Morjaria.
10.49 Option Agreement dated as of March 1, 1997 between 4Front
Software International, Inc. and Peter Wellings.
10.50 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Anil Doshi.
10.51 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Peter Wellings.
10.52 Option Agreement dated as of November 3, 1994 between 4Front
Software International, Inc. and Peter Wellings.
10.53 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Craig Kleinman.
10.54 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Christopher Hervey.
II-6
<PAGE>
10.55 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Christopher Hervey.
10.56 Option Agreement dated as of November 3, 1994 between 4Front
Software International, Inc. and Christopher Hervey.
10.57 Option Agreement dated as of March 1, 1997 between 4Front
Software International, Inc. and Philip Mendonca.
10.58 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Mark Ellis.
10.59 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Stuart Doshi.
10.60 Option Agreement dated as of November 3, 1994 between 4Front
Software International, Inc. and Terry Burt.
10.61 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Terry Burt.
10.62 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Simon Andrews.
10.63 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Simon Andrews.
10.64 Option Agreement dated as of November 3, 1994 between 4Front
Software International, Inc. and Simon Andrews.
10.65 Option Agreement dated as of March 1, 1997 between 4Front
Software International, Inc. and Richard Sharpe.
10.66 Option Agreement dated as of November 1, 1996 between 4Front
Software International, Inc. and Peter Bolton.
10.67 Option Agreement dated as of October 1, 1994 between 4Front
Software International, Inc. and Anthony Malpas.
10.68 Option Agreement dated as of March 1, 1997 between 4Front
Software International, Inc. and David Bampton.
10.69 Option Agreement dated as of October 1, 1994 between 4Front
Software International, Inc. and Keith Shipton
23.1 Consent of AJ. Robbins
23.2 Consent of KPMG
II-7
<PAGE>
23.3 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective dates of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section
13(a)
II-8
<PAGE>
or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event a claim for indemnification against
such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or
controlling person of the registrant in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on January 5, 1998.
4FRONT TECHNOLOGIES, INC.
By: /s/ Anil Doshi
-----------------------------------
Anil Doshi
Chairman of the Board and
Chief Executive Officer
By: /s/ Mark Ellis
-----------------------------------
Mark Ellis
President and
Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Anil Doshi and Mark Ellis, his true and lawful
attorneys-in-fact, each acting alone, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments including post-effective amendments to
this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes, each acting alone, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Anil Doshi
- ------------------------
Anil Doshi Chairman of the Board, January 5, 1998
Chief Executive Officer
and Director
/s/ Mark Ellis
- ------------------------
Mark Ellis President, Chief Operating January 5, 1998
Officer and Director
II-10
<PAGE>
/s/ Kenneth Newell
- ------------------------
Kenneth Newell Chief Executive Officer January 5, 1998
of 4Front Group and Director
/s/ Stephen McDonnell
- ------------------------
Stephen McDonnell Chief Financial and January 5, 1998
Accounting Officer
/s/ Craig Kleinman
- ------------------------
Craig Kleinman Secretary and Director January 5, 1998
/s/ Arthur Keith Ross
- ------------------------
Arthur Keith Ross Director January 5, 1998
/s/ Brian V. Murray
- ------------------------
Brian V. Murray Director January 5, 1998
/s/ Terence W. Burt
- ------------------------
Terence W. Burt Managing Director-Services January 5, 1998
Division and Director
II-11
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
5.1 Opinion of Fulbright & Jaworski L.L.P.
10.1 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Mark McVeigh.
10.2 Option Agreement dated as of November 3, 1994 between 4Front
Software International, Inc. and Mark McVeigh.
10.3 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Mark McVeigh.
10.4 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Andrew Carley.
10.5 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Stephen McDonnell.
10.6 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Stephen McDonnell.
10.7 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Bruce Horowitz.
10.8 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Calvin Fox.
10.9 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Paul Barrie.
10.10 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Andrew Cowl.
10.11 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Roger Dutton.
10.12 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Jason Goddard.
10.13 Option Agreement dated as of August 1, 1995 between 4Front
Software International, and Neil Humphrey.
10.14 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Paul Leonard.
II-12
<PAGE>
10.15 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Peter Lees.
10.16 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Allison McKie.
10.17 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Audrey Manning.
10.18 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Terence Burt.
10.19 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Kenneth Newell.
10.20 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Mark Ellis.
10.21 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Ginette Cave.
10.22 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Craig Kleinman.
10.23 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Lorna Reynolds.
10.24 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Arthur K. Ross.
10.25 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Gary Rawlins.
10.26 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Paul Rooney.
10.27 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Claire Savage.
10.28 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Samantha Thompson.
10.29 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Sierra Overseas Corporation.
10.30 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Keith Sponder.
10.31 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and John Walduck.
II-13
<PAGE>
10.32 Option Agreement dated as of August 1, 1995 between 4Front
Software International and Amanda Williams.
10.33 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Madukhant Doshi.
10.34 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Jayesh Doshi.
10.35 Option Agreement dated as of October 1, 1994 between 4Front
Software International, Inc. and Anil Doshi.
10.36 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and John Fox.
10.37 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Andrew Gueritz.
10.38 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Marina McGovern.
10.39 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Timothy Baugh.
10.40 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and David Mullendar.
10.41 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Christopher Arnold.
10.42 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Michael Seymour.
10.43 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Lindsay Baugh.
10.44 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Brian Parnham.
10.45 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Peter Bolton.
10.46 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Kenneth Newell.
10.47 Option Agreement dated as of November 3, 1994 between 4Front
Software International, Inc. and Kenneth Newell.
10.48 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Mayur Morjaria.
II-14
<PAGE>
10.49 Option Agreement dated as of March 1, 1997 between 4Front
Software International, Inc. and Peter Wellings.
10.50 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Anil Doshi.
10.51 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Peter Wellings.
10.52 Option Agreement dated as of November 3, 1994 between 4Front
Software International, Inc. and Peter Wellings.
10.53 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Craig Kleinman.
10.54 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Christopher Hervey.
10.55 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Christopher Hervey.
10.56 Option Agreement dated as of November 3, 1994 between 4Front
Software International, Inc. and Christopher Hervey.
10.57 Option Agreement dated as of March 1, 1997 between 4Front
Software International, Inc. and Philip Mendonca.
10.58 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Mark Ellis.
10.59 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Stuart Doshi.
10.60 Option Agreement dated as of November 3, 1994 between 4Front
Software International, Inc. and Terry Burt.
10.61 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Terry Burt.
10.62 Option Agreement dated as of August 1, 1995 between 4Front
Software International, Inc. and Simon Andrews.
10.63 Option Agreement dated as of November 1, 1994 between 4Front
Software International, Inc. and Simon Andrews.
10.64 Option Agreement dated as of November 3, 1994 between 4Front
Software International, Inc. and Simon Andrews.
10.65 Option Agreement dated as of March 1, 1997 between 4Front
Software International, Inc. and Richard Sharpe.
II-15
<PAGE>
10.66 Option Agreement dated as of November 1, 1996 between 4Front
Software International, Inc. and Peter Bolton.
10.67 Option Agreement dated as of October 1, 1994 between 4Front
Software International, Inc. and Anthony Malpas.
10.68 Option Agreement dated as of March 1, 1997 between 4Front
Software International, Inc. and David Bampton.
10.69 Option Agreement dated as of October 1, 1994 between 4Front
Software International, Inc. and Keith Shipton
23.1 Consent of AJ. Robbins
23.2 Consent of KPMG
23.3 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
II-16
<PAGE>
Exhibit 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
January 5, 1998
4Front Technologies, Inc.
5650 Greenwood Plaza Boulevard
Englewood, Colorado 80111
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of 4Front
Technologies, Inc. (the "Company"), relating to 1,773,300 shares of the
Company's Common Stock, $.001 par value per share (the "Shares"), to be issued
under certain option agreements (collectively, the "Plan").
As counsel for the Company, we have examined such corporate records,
other documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares
pursuant to the Plan and that the Shares being registered pursuant to the
Registration Statement, when issued under the Plan in accordance with the terms
of the Plan, will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as a part of the
Registration Statement and to the reference to our name under the heading
"Interests of Named Experts and Counsel" set forth in the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Act.
Very truly yours,
FULBRIGHT & JAWORSKI L.L.P.
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between Mark
McVeigh (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 20,000 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Mark McVeigh
------------------------------ --------------------------
MARK MCVEIGH
Its: PRESIDENT
------------------------------
-5-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 3, 1994 by and between Mark
McVeigh (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $4.00 per share,
and Optionor shall have the obligation to issue to Optionee, 5,000 shares of the
authorized but unissued common shares of Optionor. Notwithstanding the
foregoing, this Option shall terminate 60 days after Optionee's termination from
the employment with Optionor (or the applicable subsidiary of Optionor), whether
such termination is voluntary or involuntary.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good
<PAGE>
and marketable title to the shares of Optionor underlying the options being
granted hereby, free of all pledges, liens and encumbrances, except as stated in
paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the
-2-
<PAGE>
shares, each certificate representing such shares shall be
endorsed on its face with the following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected
in the number of outstanding shares of Optionor's common stock, be
proportionately increased and the cash consideration payable per Share shall
be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
9. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
10. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and
-3-
<PAGE>
performing all acts reasonably necessary to carry out the intent of this
agreement.
11. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
12. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
13. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Mark McVeigh
------------------------------- --------------------------
MARK MCVEIGH
Its: CHAIRMAN & CEO
-------------------------------
-4-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between Mark
McVeigh (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $4.00 per
share, and Optionor shall have the obligation to issue to Optionee, 15,000
shares of the authorized but unissued common shares of Optionor.
Notwithstanding the foregoing, this Option shall terminate 60 days after
Optionee's termination from the employment with Optionor (or the applicable
subsidiary of Optionor), whether such termination is voluntary or involuntary.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
<PAGE>
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
-2-
<PAGE>
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected
in the number of outstanding shares of Optionor's common stock, be
proportionately increased and the cash consideration payable per Share shall
be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
9. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
10. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all
-3-
<PAGE>
documents, certificates, notices, filings and the like and performing all
acts reasonably necessary to carry out the intent of this agreement.
11. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
12. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
13. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Mark McVeigh
------------------------------- --------------------------
MARK MCVEIGH
Its: CHAIRMAN & CEO
-------------------------------
-4-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Andrew Carley (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Andrew Carley
------------------------------ --------------------------
ANDREW CARLEY
Its: PRESIDENT
------------------------------
-5-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between
Stephen McDonnell (hereinafter referred to as "Optionee"), and 4Front
Software International, Inc., a Colorado corporation (hereinafter referred to
as "Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $4.00 per
share, and Optionor shall have the obligation to issue to Optionee, 15,000
shares of the authorized but unissued common shares of Optionor.
Notwithstanding the foregoing, this Option shall terminate 60 days after
Optionee's termination from the employment with Optionor (or the applicable
subsidiary of Optionor), whether such termination is voluntary or involuntary.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
<PAGE>
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
-2-
<PAGE>
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected
in the number of outstanding shares of Optionor's common stock, be
proportionately increased and the cash consideration payable per Share shall
be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
9. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
10. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all
-3-
<PAGE>
documents, certificates, notices, filings and the like and performing all
acts reasonably necessary to carry out the intent of this agreement.
11. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
12. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
13. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorney's fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Stephen McDonnell
------------------------------- --------------------------
STEPHEN MCDONNELL
Its: CHAIRMAN & CEO
-------------------------------
-4-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Stephen McDonnell (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 8,000 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Stephen McDonnell
------------------------------ --------------------------
STEPHEN MCDONNELL
Its: PRESIDENT
------------------------------
-5-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between
Bruce Horowitz (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has provided consideration to Optionor; and
WHEREAS, to compensate Optionee for said consideration provided to
Optionor, Optionor desires to grant to Optionee and Optionee is desirous of
acquiring an option to purchase shares of the common stock of Optionor,
subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $4.00 per
share, and Optionor shall have the obligation to issue to Optionee, 25,000
shares of the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
-2-
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected
in the number of outstanding shares of Optionor's common stock, be
proportionately increased and the cash consideration payable per Share shall
be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares
of Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the
-3-
<PAGE>
Optionor within ten (10) business days after the mailing of
such notice, setting forth the number of securities which he
intends to sell in the public offering (the "Registered
Securities"), and requesting inclusion of such Registered
Securities therein, the Optionor agrees to include the
Registered Securities in such registration statement and
related underwriting agreements (if any) or if the Optionor
eligible to use Form S-3 permit Optionee to utilize a selling
shareholders Registration Statement on Form S-3. Notwithstanding
the above, the Optionee may only have option shares subject to
this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the preceding
sentence underwritten by the same underwriter or underwriters on
terms no less favorable than those applicable to the shares
offered by the Optionor or other stockholders pursuant to such
registration statement, and agree, at the request of the Optionor
or such other stockholders, to join with the Optionor or such
other stockholders in executing appropriate underwriting
agreements with such underwriter or underwriters and to execute
appropriate powers of attorney and custodian agreements in forms
acceptable to the underwriter or underwriters, which agreements
shall not place any restrictions upon the sale or transfer of the
Registered Securities not otherwise placed on all other
shareholders whose shares are registered in such registration
statement. Optionee agrees that if, in spite of the best efforts
of the Optionor (which the Optionor agrees to use), the inclusion
of all of the Registered Securities which he may desire to include
in any such registration statement shall not be acceptable to the
managing underwriter or underwriters of the offering (acting
reasonably and in good faith), some or all of his Registered
Securities may be excluded or withdrawn from such registration
statement in accordance with the following provision: Optionee
shall have the right to include in such registration statement
such number (but only such number) of shares, as applicable, as
shall bear the same relationship to the total number of Units,
Warrants, or shares, as applicable, which the managing underwriter
or underwriters will permit to be included in such registration
statement by all holders of securities
-4-
<PAGE>
who wish to register securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. ADDITIONAL REGISTRATION RIGHTS. If Optionor has not filed a
registration statement by June 30, 1995, then Optionee upon written notice to
Optionor shall be entitled to require Optionor to register option shares
subject to this Agreement on a Form S-8 (or replacement form for employees
and consultants). Such filing shall be made within 45 days of receipt of
such notice by Optionor. Such registration shall of course only be
accomplished if Optionor meets the requirements of such filing.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a
perceived default of the provisions of this agreement, Optionor agrees to
provide Optionee and his counsel written notice of any default and Optionor
shall have 10 days from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be
-5-
<PAGE>
interpreted under New York law. The arbitrator shall prepare an award in
writing, which shall include factual findings and any legal conclusions on
which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as
and for reasonable attorneys' fees and costs, and the same shall be included
in the award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Bruce Horowitz
------------------------------- --------------------------
BRUCE HOROWITZ
Its: PRESIDENT
-------------------------------
-6-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between
Calvin Fox (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $4.00 per share,
and Optionor shall have the obligation to issue to Optionee, 60,000 shares of
the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby
represents and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
-2-
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES
MAY BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED
UNDER SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION
UNDER SAID ACT OR THE RULES AND REGULATIONS THEREUNDER
EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF COUNSEL TO
THE ISSUER OR TO THE HOLDER HEREOF REASONABLY SATISFACTORY TO
THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
agreement to be included, at the request of the Optionee in
any registration of securities of the Optionor (other than
shares of Common Stock pursuant to the Optionor's stock option
plan or stock purchase plan) under a registration statement
filed by the Optionor under the Securities Act. The Optionor
shall provide written notice to the Optionee at least 30 days
prior to the filing of any such registration statement sent by
registered mail to the address of record of the Optionee. If
Optionee shall deliver a written request to the
-3-
<PAGE>
Optionor within ten (10) business days after the mailing of such
notice, setting forth the number of securities which he intends
to sell in the public offering (the "Registered Securities"), and
requesting inclusion of such Registered Securities therein, the
Optionor agrees to include the Registered Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3 permit Optionee
to utilize a selling shareholders Registration Statement on Form
S-3. Notwithstanding the above, the Optionee may only have option
shares subject to this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the preceding
sentence underwritten by the same underwriter or underwriters on
terms no less favorable than those applicable to the shares
offered by the Optionor or other stockholders pursuant to such
registration statement, and agree, at the request of the Optionor
or such other stockholders, to join with the Optionor or such
other stockholders in executing appropriate underwriting
agreements with such underwriter or underwriters and to execute
appropriate powers of attorney and custodian agreements in forms
acceptable to the underwriter or underwriters, which agreements
shall not place any restrictions upon the sale or transfer of the
Registered Securities not otherwise placed on all other
shareholders whose shares are registered in such registration
statement. Optionee agrees that if, in spite of the best efforts
of the Optionor (which the Optionor agrees to use), the inclusion
of all of the Registered Securities which he may desire to
include in any such registration statement shall not be
acceptable to the managing underwriter or underwriters of the
offering (acting reasonably and in good faith), some or all of
his Registered Securities may be excluded or withdrawn from such
registration statement in accordance with the following
provision: Optionee shall have the right to include in such
registration statement such number (but only such number) of
shares, as applicable, as shall bear the same relationship to the
total number of Units, Warrants, or shares, as applicable, which
the managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities
-4-
<PAGE>
who wish to register securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. WAIVER. Optionee acknowledges that Optionor has an inadequate number
of shares to allow immediate exercise of the Option. Optionee agrees that if
there is any exercise of the option hereunder prior to an increase in the
Optionor's authorized number of shares, Optionee will not receive his shares
until authorized but unissued shares are available.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. AGREEMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any
-5-
<PAGE>
legal conclusions on which the decision is based. Judgment upon any award
rendered by the Arbitrator(s) may be entered in any court having jurisdiction
thereof. In any such proceeding, the prevailing party shall be entitled, in
addition to any other relief awarded or adjudged, such sum as the Arbitrator(s)
may fix as and for reasonable attorneys' fees and costs, and the same shall be
included in the award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Calvin Fox
---------------------------- --------------------------
Its: CHAIRMAN & CEO CALVIN FOX
----------------------------
-6-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between Paul
Barrie (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Paul Barrie
------------------------------ --------------------------
PAUL BARRIE
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Andrew Cowl (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Andrew Cowl
------------------------------ --------------------------
ANDREW COWL
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Roger Dutton (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 1,750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 15 months after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Roger Dutton
------------------------------ --------------------------
ROGER DUTTON
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Jason Goddard (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Jason Goddard
------------------------------ --------------------------
JASON GODDARD
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between Neil
Humphrey (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Neil Humphrey
------------------------------ --------------------------
NEIL HUMPHREY
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between Paul
Leonard (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 1,750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Paul Leonard
------------------------------ --------------------------
PAUL LEONARD
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Peter Lees (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Peter Lees 17-11-95
------------------------------ --------------------------
PETER LEES
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Allison McKie (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Allison McKie
------------------------------ --------------------------
ALLISON MCKIE
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Audrey Manning (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 2,500 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Audrey Manning
------------------------------ --------------------------
AUDREY MANNING
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Terence W. Burt (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 98,050 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the Optionor within ten (10)
business days after the mailing of such notice, setting forth the
number of securities which he intends to sell in the public
offering (the "Registered Securities"), and requesting
inclusion of such Registered Securities therein, the Optionor
agrees to include the Registered Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3 permit
Optionee to utilize a selling shareholders Registration
Statement on Form S-3. Notwithstanding the above, the Optionee
may only have option shares subject to this agreement so
registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be
-4-
<PAGE>
for purposes of the preceding sentence underwritten by the same
underwriter or underwriters on terms no less favorable than those
applicable to the shares offered by the Optionor or other
stockholders pursuant to such registration statement, and agree,
at the request of the Optionor or such other stockholders, to
join with the Optionor or such other stockholders in executing
appropriate underwriting agreements with such underwriter or
underwriters and to execute appropriate powers of attorney and
custodian agreements in forms acceptable to the underwriter or
underwriters, which agreements shall not place any restrictions
upon the sale or transfer of the Registered Securities not
otherwise placed on all other shareholders whose shares are
registered in such registration statement. Optionee agrees that
if, in spite of the best efforts of the Optionor (which the
Optionor agrees to use), the inclusion of all of the Registered
Securities which he may desire to include in any such
registration statement shall not be acceptable to the managing
underwriter or underwriters of the offering (acting reasonably
and in good faith), some or all of his Registered Securities may
be excluded or withdrawn from such registration statement in
accordance with the following provision: Optionee shall have
the right to include in such registration statement such number
(but only such number) of shares, as applicable, as shall bear
the same relationship to the total number of Units, Warrants, or
shares, as applicable, which the managing underwriter or
underwriters will permit to be included in such registration
statement by all holders of securities who wish to register
securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving
-5-
<PAGE>
compensation therefor in money, services or property, the number of Shares of
common stock subject to the options hereby granted shall (a) if a net
increase shall have been effected in the number of outstanding shares of
Optionor's common stock, be proportionately increased and the cash
consideration payable per Share shall be proportionately reduced; and (b) if
a net reduction shall have been effected in the number of outstanding Shares
of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Terence W. Burt
------------------------------ --------------------------
TERENCE W. BURT
Its: PRESIDENT
------------------------------
-7-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Kenneth J. Newell (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 109,300 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the Optionor within ten (10)
business days after the mailing of such notice, setting forth the
number of securities which he intends to sell in the public
offering (the "Registered Securities"), and requesting
inclusion of such Registered Securities therein, the Optionor
agrees to include the Registered Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3 permit
Optionee to utilize a selling shareholders Registration
Statement on Form S-3. Notwithstanding the above, the Optionee
may only have option shares subject to this agreement so
registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be
-4-
<PAGE>
for purposes of the preceding sentence underwritten by the same
underwriter or underwriters on terms no less favorable than those
applicable to the shares offered by the Optionor or other
stockholders pursuant to such registration statement, and agree,
at the request of the Optionor or such other stockholders, to
join with the Optionor or such other stockholders in executing
appropriate underwriting agreements with such underwriter or
underwriters and to execute appropriate powers of attorney and
custodian agreements in forms acceptable to the underwriter or
underwriters, which agreements shall not place any restrictions
upon the sale or transfer of the Registered Securities not
otherwise placed on all other shareholders whose shares are
registered in such registration statement. Optionee agrees that
if, in spite of the best efforts of the Optionor (which the
Optionor agrees to use), the inclusion of all of the Registered
Securities which he may desire to include in any such
registration statement shall not be acceptable to the managing
underwriter or underwriters of the offering (acting reasonably
and in good faith), some or all or his Registered Securities may
be excluded or withdrawn from such registration statement in
accordance with the following provision: Optionee shall have
the right to include in such registration statement such number
(but only such number) of shares, as applicable, as shall bear
the same relationship to the total number of Units, Warrants,
or shares, as applicable, which the managing underwriter or
underwriters will permit to be included in such registration
statement by all holders of securities who wish to register
securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving
-5-
<PAGE>
compensation therefor in money, services or property, the number of Shares of
common stock subject to the options hereby granted shall (a) if a net
increase shall have been effected in the number of outstanding shares of
Optionor's common stock, be proportionately increased and the cash
consideration payable per Share shall be proportionately reduced; and (b) if
a net reduction shall have been effected in the number of outstanding Shares
of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Kenneth J. Newell
------------------------------ --------------------------
KENNETH J. NEWELL
Its: PRESIDENT
------------------------------
-7-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between Mark
Ellis (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 120,000 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the Optionor within ten (10)
business days after the mailing of such notice, setting forth the
number of securities which he intends to sell in the public
offering (the "Registration Securities"), and requesting
inclusion of such Registration Securities therein, the Optionor
agrees to include the Registered Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3 permit
Optionee to utilize a selling shareholders Registration
Statement on Form S-3. Notwithstanding the above, the Optionee
may only have option shares subject to this agreement so
registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be
-4-
<PAGE>
for purposes of the preceding sentence underwritten by the same
underwriter or underwriters on terms no less favorable than those
applicable to the shares offered by the Optionor or other
stockholders pursuant to such registration statement, and agree,
at the request of the Optionor or such other stockholders, to
join with the Optionor or such other stockholders in executing
appropriate underwriting agreements with such underwriter or
underwriters and to execute appropriate powers of attorney and
custodian agreements in forms acceptable to the underwriter or
underwriters, which agreements shall not place any restrictions
upon the sale or transfer of the Registered Securities not
otherwise placed on all other shareholders whose shares are
registered in such registration statement. Optionee agrees that
if, in spite of the best efforts of the Optionor (which the
Optionor agrees to use), the inclusion of all of the Registered
Securities which he may desire to include in any such
registration statement shall not be acceptable to the managing
underwriter or underwriters of the offering (acting reasonably
and in good faith), some or all of his Registered Securities
may be excluded or withdrawn from such registration statement
in accordance with the following provision: Optionee shall have
the right to include in such registration statement such number
(but only such number) of shares, as applicable, as shall bear
the same relationship to the total number of Units, Warrants, or
shares, as applicable, which the managing underwriter or
underwriters will permit to be included in such registration
statement by all holders of securities who wish to register
securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving
-5-
<PAGE>
compensation therefor in money, services or property, the number of Shares of
common stock subject to the options hereby granted shall (a) if a net
increase shall have been effected in the number of outstanding shares of
Optionor's common stock, be proportionately increased and the cash
consideration payable per Share shall be proportionately reduced; and (b) if
a net reduction shall have been effected in the number of outstanding Shares
of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Mark Ellis
------------------------------ --------------------------
MARK ELLIS
Its: CHAIRMAN
------------------------------
-7-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Ginette Cave (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 1,750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Ginette Cave
------------------------------ --------------------------
GINETTE CAVE
Its: PRESIDENT
------------------------------
-5-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Craig Kleinman (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option
to purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 60,000 shares of
the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF
-2-
<PAGE>
1933. THE SECURITIES MAY BE SOLD OR TRANSFERRED ONLY IF THEY HAVE
BEEN REGISTERED UNDER SAID ACT OR THERE EXISTS AN EXEMPTION FROM
REGISTRATION UNDER SAID ACT OR THE RULES AND REGULATIONS
THEREUNDER EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF
COUNSEL TO THE ISSUER OR TO THE HOLDER HEREOF REASONABLY
SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
-3-
<PAGE>
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the Optionor within ten (10)
business days after the mailing of such notice, setting forth the
number of securities which he intends to sell in the public
offering (the "Registered Securities"), and requesting inclusion
of such Registered Securities therein, the Optionor agrees to
include the Registered Securities in such registration statement
and related underwriting agreements (if any) or if the Optionor
eligible to use Form S-3 permit Optionee to utilize a selling
shareholders Registration Statement on Form S-3. Notwithstanding
the above, the Optionee may only have option shares subject to
this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the preceding
sentence underwritten by the same underwriter or underwriters on
terms no less favorable than those applicable to the shares
offered by the Optionor or other stockholders pursuant to such
registration statement, and agree, at the request of the Optionor
or such other stockholders, to join with the Optionor or such
other stockholders in executing appropriate underwriting
agreements with such underwriter or underwriters and to execute
appropriate powers of attorney and custodian agreements in forms
acceptable to the underwriter or underwriters, which agreements
shall not place any restrictions upon the sale or transfer of the
Registered Securities not otherwise placed on all other
shareholders whose shares are registered in such registration
statement. Optionee agrees that if, in spite of the best efforts
of the Optionor (which the Optionor agrees to use), the inclusion
of all of the Registered Securities which he may desire to
include in any such registration statement shall
-4-
<PAGE>
not be acceptable to the managing underwriter or underwriters of
the offering (acting reasonably and in good faith), some or all
of his Registered Securities may be excluded or withdrawn from
such registration statement in accordance with the following
provision: Optionee shall have the right to include in such
registration statement such number (but only such number) of
shares, as applicable, as shall bear the same relationship to the
total number of Units, Warrants, or shares, as applicable, which
the managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities who wish to register securities in such registration
statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected
in the number of outstanding shares of Optionor's common stock, be
proportionately increased and the cash consideration payable per Share shall
be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
11. NOTICE AND OPPORTUNITY TO CURE. In the event of a perceived default
of the provisions of this agreement, Optionor agrees to provide Optionee and
his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
-5-
<PAGE>
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned
by Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising
out of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees,
professionals, officers or directors shall be settled by binding arbitration
in Los Angeles, California, in accordance with the Commercial Rules of the
American Arbitration Association. The arbitrator shall be an active member of
the California bar. In the proceeding, the arbitrator shall apply California
substantive law and the California Evidence Code, except that the
arbitrator's authority in awarding damages shall be interpreted under New York
law. The arbitrator shall prepare an award in writing, which shall include
factual findings and any legal conclusions on which the decision is based.
Judgment upon any award rendered by the Arbitrator(s) may be entered in any
court having jurisdiction thereof. In any such proceeding, the prevailing
party shall be entitled, in addition to any other relief awarded or adjudged,
such sum as the Arbitrator(s) may fix as and for reasonable attorneys' fees
and costs, and the same shall be included in the award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL INC.
By: /s/ Mark Ellis By: /s/ Craig Kleinman
------------------------------- --------------------------
Craig Kleinman
Its: PRESIDENT
------------------------------
-6-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Lorna Reynolds (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $5.00 per
share, and Optionor shall have the obligation to issue to Optionee, 750
shares of the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Lorna Reynolds
------------------------------ --------------------------
LORNA REYNOLDS
Its: PRESIDENT
------------------------------
-5-
<PAGE>
EXERCISE FORM
Dated:___________________
The undersigned hereby irrevocably elects to exercise the within Option to
the extent of purchasing _________ shares of Common Stock and hereby makes
payment of $ __________ in payment of the actual exercise price thereof.
The undersigned hereby certifies that either (i) the undersigned is not a
U.S. Person (as such term is defined in Regulation S promulgated under the
Securities Act of 1933, as amended (the "Act")), or (ii) the undersigned has
delivered to Optionor an opinion of counsel to the effect that the Option and
the shares of common stock to be delivered upon exercise thereof have been
registered under the Act or are exempt from registration thereunder.
The undersigned further certifies that the within Option is not being
exercised in the United States and the shares of common stock underlying the
Option may not be delivered to the United States absent registration under the
Act or an available exemption from registration.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name
---------------------------------------------------------------------------
(Please typewrite or print in block letters)
Address
------------------------------------------------------------------------
------------------------------------------------------------------------
Signature
----------------------------------------------------------------------
INSTRUCTIONS FOR DELIVERY OF STOCK
Name
--------------------------------------------------------------------------
(Please typewrite or print in block letters)
Address
------------------------------------------------------------------------
------------------------------------------------------------------------
-6-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Arthur Keith Ross (hereinafter referred to as "Optionee"), and 4Front
Software International, Inc., a Colorado corporation (hereinafter referred to
as "Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 20,000 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
-3-
<PAGE>
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the Optionor within ten (10)
business days after the mailing of such notice, setting forth the
number of securities which he intends to sell in the public
offering (the "Registered Securities"), and requesting
inclusion of such Registered Securities therein, the Optionor
agrees to include the Registered Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3 permit
Optionee to utilize a selling shareholders Registration
Statement on Form S-3. Notwithstanding the above, the Optionee
may only have option shares subject to this agreement so
registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be
-4-
<PAGE>
for purposes of the preceding sentence underwritten by the same
underwriter or underwriters on terms no less favorable than those
applicable to the shares offered by the Optionor or other
stockholders pursuant to such registration statement, and agree,
at the request of the Optionor or such other stockholders, to
join with the Optionor or such other stockholders in executing
appropriate underwriting agreements with such underwriter or
underwriters and to execute appropriate powers of attorney and
custodian agreements in forms acceptable to the underwriter or
underwriters, which agreements shall not place any restrictions
upon the sale or transfer of the Registered Securities not
otherwise placed on all other shareholders whose shares are
registered in such registration statement. Optionee agrees that
if, in spite of the best efforts of the Optionor (which the
Optionor agrees to use), the inclusion of all of the Registered
Securities which he may desire to include in any such
registration statement shall not be acceptable to the managing
underwriter or underwriters of the offering (acting reasonably
and in good faith), some or all of his Registered Securities
may be excluded or withdrawn from such registration statement
in accordance with the following provision: Optionee shall
have the right to include in such registration statement such
number (but only such number) of shares, as applicable, as
shall bear the same relationship to the total number of Units,
Warrants, or shares, as applicable, which the managing
underwriter or underwriters will permit to be included in such
registration statement by all holders of securities who wish to
register securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving
-5-
<PAGE>
compensation therefor in money, services or property, the number of Shares of
common stock subject to the options hereby granted shall (a) if a net
increase shall have been effected in the number of outstanding shares of
Optionor's common stock, be proportionately increased and the cash
consideration payable per Share shall be proportionately reduced; and (b) if
a net reduction shall have been effected in the number of outstanding Shares
of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ A. K. Ross
----------------------------- --------------------------
ARTHUR KEITH ROSS
Its: CHAIRMAN & CEO
-----------------------------
-7-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between Gary
Rawlins (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 750 shares of the
authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Gary Rawlins
----------------------------- --------------------------
GARY RAWLINS
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between Paul
Rooney (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $5.00 per
share, and Optionor shall have the obligation to issue to Optionee, 1,750
shares of the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /S/ Mark Ellis By: /s/ D.P. Rooney
------------------------------ --------------------------
PAUL ROONEY
Its: PRESIDENT
------------------------------
-5-
<PAGE>
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Claire Savage (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $5.00 per
share, and Optionor shall have the obligation to issue to Optionee, 750
shares of the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ C. Savage
------------------------------ --------------------------
CLAIRE SAVAGE
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Samantha Thompson (hereinafter referred to as "Optionee"), and 4Front
Software International, Inc., a Colorado corporation (hereinafter referred to
as "Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Samantha Thompson
------------------------------ --------------------------
SAMANTHA THOMPSON
Its: PRESIDENT
------------------------------
-5-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between Sierra
Overseas Corporation (hereinafter referred to as "Optionee"), and 4Front
Software International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From August 1, 1996 up until and including July 31, 2000,
Optionee shall have the right and option to purchase, at $5.00 per share, and
Optionor shall have the obligation to issue to Optionee, 20,000 shares of the
authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF
-2-
<PAGE>
1933. THE SECURITIES MAY BE SOLD OR TRANSFERRED ONLY IF THEY
HAVE BEEN REGISTERED UNDER SAID ACT OR THERE EXISTS AN EXEMPTION
FROM REGISTRATION UNDER SAID ACT OR THE RULES AND REGULATIONS
THEREUNDER EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF
COUNSEL TO THE ISSUER OR TO THE HOLDER HEREOF REASONABLY
SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the expiration of this Option pursuant to Paragraph 2
hereof, Optionee may exercise this option to the extent that
Optionee was entitled to exercise it at the date Optionee ceased
to be employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
-3-
<PAGE>
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the Optionor within ten (10)
business days after the mailing of such notice, setting forth the
number of securities which he intends to sell in the public
offering (the "Registered Securities"), and requesting inclusion
of such Registered Securities therein, the Optionor agrees to
include the Registered Securities in such registration statement
and related underwriting agreements (if any) or if the Optionor
eligible to use Form S-3 permit Optionee to utilize a selling
shareholders Registration Statement on Form S-3. Notwithstanding
the above, the Optionee may only have option shares subject to
this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the preceding
sentence underwritten by the same underwriter or underwriters on
terms no less favorable than those applicable to the shares
offered by the Optionor or other stockholders pursuant to such
registration statement, and agree, at the request of the Optionor
or such other stockholders, to join with the Optionor or such
other stockholders in executing appropriate underwriting
agreements with such underwriter or underwriters and to execute
appropriate powers of attorney and custodian agreements in forms
acceptable to the underwriter or underwriters, which agreements
shall not place any restrictions upon the sale or transfer of the
Registered Securities not otherwise placed on all other
shareholders whose shares are registered in such registration
statement. Optionee agrees that if, in spite of the best efforts
of the Optionor (which the Optionor agrees to use), the inclusion
of all of the Registered Securities which he may desire to
include in any such registration statement shall
-4-
<PAGE>
not be acceptable to the managing underwriter or underwriters of
the offering (acting reasonably and in good faith), some or all
of his Registered Securities may be excluded or withdrawn from
such registration statement in accordance with the following
provision: Optionee shall have the right to include in such
registration statement such number (but only such number) of
shares, as applicable, as shall bear the same relationship to the
total number of Units, Warrants, or shares, as applicable, which
the managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities who wish to register securities in such registration
statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide
Optionee and his counsel written notice of any default and Optionor shall
have 10 days from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
-5-
<PAGE>
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC. SIERRA OVERSEAS CORPORATION
By: /s/ Mark Ellis By: /s/ S Doshi
------------------------------- --------------------------
Its: PRESIDENT
-------------------------------
-6-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Keith Sponder (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Keith Sponder
------------------------------ --------------------------
KEITH SPONDER
Its: PRESIDENT
------------------------------
-5-
<PAGE>
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between John
Walduck (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $5.00 per
share, and Optionor shall have the obligation to issue to Optionee, 1,750
shares of the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ John Walduck
----------------------------- --------------------------
JOHN WALDUCK
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Amanda Williams (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $5.00 per
share, and Optionor shall have the obligation to issue to Optionee, 750
shares of the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Amanda Williams
------------------------------ --------------------------
AMANDA WILLIAMS
Its: PRESIDENT
------------------------------
-5-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between
Madukhant Doshi (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $4.00 per share,
and Optionor shall have the obligation to issue to Optionee, 60,000 shares of
the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted
hereunder by notifying Optionor in writing of its intention to exercise such
option. A closing date shall then be agreed to in good faith no later than 30
days after the notice, at which time Optionee shall pay the purchase price of
the Shares being purchased, and Optionor shall deliver to Optionee the
certificates for shares duly endorsed. Optionee may purchase all or any part of
the Shares subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby
represents and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
-2-
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES
MAY BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED
UNDER SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION
UNDER SAID ACT OR THE RULES AND REGULATIONS THEREUNDER
EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF COUNSEL TO
THE ISSUER OR TO THE HOLDER HEREOF REASONABLY SATISFACTORY TO
THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the
-3-
<PAGE>
Optionor within ten (10) business days after the mailing of such
notice, setting forth the number of securities which he intends
to sell in the public offering (the "Registered Securities"), and
requesting inclusion of such Registered Securities therein, the
Optionor agrees to include the Registered Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3 permit Optionee
to utilize a selling shareholders Registration Statement on Form
S-3. Notwithstanding the above, the Optionee may only have option
shares subject to this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the preceding
sentence underwritten by the same underwriter or underwriters on
terms no less favorable than those applicable to the shares
offered by the Optionor or other stockholders pursuant to such
registration statement, and agree, at the request of the Optionor
or such other stockholders, to join with the Optionor or such
other stockholders in executing appropriate underwriting
agreements with such underwriter or underwriters and to execute
appropriate powers of attorney and custodian agreements in forms
acceptable to the underwriter or underwriters, which agreements
shall not place any restrictions upon the sale or transfer of the
Registered Securities not otherwise placed on all other
shareholders whose shares are registered in such registration
statement. Optionee agrees that if, in spite of the best efforts
of the Optionor (which the Optionor agrees to use), the inclusion
of all of the Registered Securities which he may desire to
include in any such registration statement shall not be
acceptable to the managing underwriter or underwriters of the
offering (acting reasonably and in good faith), some or all of
his Registered Securities may be excluded or withdrawn from such
registration statement in accordance with the following
provision: Optionee shall have the right to include in such
registration statement such number (but only such number) of
shares, as applicable, as shall bear the same relationship to the
total number of Units, Warrants, or shares, as applicable, which
the managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities
-4-
<PAGE>
who wish to register securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. WAIVER. Optionee acknowledges that Optionor has an inadequate number
of shares to allow immediate exercise of the Option. Optionee agrees that if
there is any exercise of the option hereunder prior to an increase in the
Optionor's authorized number of shares, Optionee will not receive his shares
until authorized but unissued shares are available.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any
-5-
<PAGE>
legal conclusions on which the decision is based. Judgment upon any award
rendered by the Arbitrator(s) may be entered in any court having jurisdiction
thereof. In any such proceeding, the prevailing party shall be entitled, in
addition to any other relief awarded or adjudged, such sum as the
Arbitrator(s) may fix as and for reasonable attorneys' fees and costs, and
the same shall be included in the award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Madukhant Doshi
------------------------------- --------------------------
MADUKHANT DOSHI
Its: PRESIDENT
-------------------------------
-6-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between
Jayesh Doshi (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $4.00 per share,
and Optionor shall have the obligation to issue to Optionee, 60,000 shares of
the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
-2-
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES
MAY BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED
UNDER SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION
UNDER SAID ACT OR THE RULES AND REGULATIONS THEREUNDER
EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF COUNSEL TO
THE ISSUER OR TO THE HOLDER HEREOF REASONABLY SATISFACTORY TO
THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the
-3-
<PAGE>
Optionor within ten (10) business days after the mailing of such
notice, setting forth the number of securities which he intends
to sell in the public offering (the "Registered Securities"), and
requesting inclusion of such Registered Securities therein, the
Optionor agrees to include the Registered Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3 permit Optionee
to utilize a selling shareholders Registration Statement on Form
S-3. Notwithstanding the above, the Optionee may only have option
shares subject to this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the preceding
sentence underwritten by the same underwriter or underwriters on
terms no less favorable than those applicable to the shares
offered by the Optionor or other stockholders pursuant to such
registration statement, and agree, at the request of the Optionor
or such other stockholders, to join with the Optionor or such
other stockholders in executing appropriate underwriting
agreements with such underwriter or underwriters and to execute
appropriate powers of attorney and custodian agreements in forms
acceptable to the underwriter or underwriters, which agreements
shall not place any restrictions upon the sale or transfer of the
Registered Securities not otherwise placed on all other
shareholders whose shares are registered in such registration
statement. Optionee agrees that if, in spite of the best efforts
of the Optionor (which the Optionor agrees to use), the inclusion
of all of the Registered Securities which he may desire to
include in any such registration statement shall not be
acceptable to the managing underwriter or underwriters of the
offering (acting reasonably and in good faith), some or all of
his Registered Securities may be excluded or withdrawn from such
registration statement in accordance with the following
provision: Optionee shall have the right to include in such
registration statement such number (but only such number) of
shares, as applicable, as shall bear the same relationship to the
total number of Units, Warrants, or shares, as applicable, which
the managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities
-4-
<PAGE>
who wish to register securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. WAIVER. Optionee acknowledges that Optionor has an inadequate number
of shares to allow immediate exercise of the Option. Optionee agrees that if
there is any exercise of the option hereunder prior to an increase in the
Optionor's authorized number of shares, Optionee will not receive his shares
until authorized but unissued shares are available.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any
-5-
<PAGE>
legal conclusions on which the decision is based. Judgment upon any award
rendered by the Arbitrator(s) may be entered in any court having
jurisdiction thereof. In any such proceeding, the prevailing party shall be
entitled, in addition to any other relief awarded or adjudged, such sum as
the Arbitrator(s) may fix as and for reasonable attorneys' fees and costs,
and the same shall be included in the award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Jayesh Doshi
--------------------------------- --------------------------------
JAYESH DOSHI
Its: PRESIDENT
--------------------------------
-6-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of October 1, 1994 by and between Anil
Doshi (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $4.00 per share,
and Optionor shall have the obligation to issue to Optionee, 150,000 shares of
the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted
hereunder by notifying Optionor in writing of its intention to exercise such
option. A closing date shall then be agreed to in good faith no later than 30
days after the notice, at which time Optionee shall pay the purchase price of
the Shares being purchased, and Optionor shall deliver to Optionee the
certificates for shares duly endorsed. Optionee may purchase all or any part of
the Shares subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby
represents and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is
required, or (c) the SEC has first issued a "no action" letter
regarding any such proposed disposition of any option or the
shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
-2-
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the
-3-
<PAGE>
Optionor within ten (10) business days after the mailing of such
notice, setting forth the number of securities which he intends
to sell in the public offering (the "Registered Securities"), and
requesting inclusion of such Registered Securities therein, the
Optionor agrees to include the Registered Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3 permit Optionee
to utilize a selling shareholders Registration Statement on Form
S-3. Notwithstanding the above, the Optionee may only have option
shares subject to this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the preceding
sentence underwritten by the same underwriter or underwriters on
terms no less favorable than those applicable to the shares
offered by the Optionor or other stockholders pursuant to such
registration statement, and agree, at the request of the Optionor
or such other stockholders, to join with the Optionor or such
other stockholders in executing appropriate underwriting
agreements with such underwriter or underwriters and to execute
appropriate powers of attorney and custodian agreements in forms
acceptable to the underwriter or underwriters, which agreements
shall not place any restrictions upon the sale or transfer of the
Registered Securities not otherwise placed on all other
shareholders whose shares are registered in such registration
statement. Optionee agrees that if, in spite of the best efforts
of the Optionor (which the Optionor agrees to use), the inclusion
of all of the Registered Securities which he may desire to
include in any such registration statement shall not be
acceptable to the managing underwriter or underwriters of the
offering (acting reasonably and in good faith), some or all of
his Registered Securities may be excluded or withdrawn from such
registration statement in accordance with the following
provision: Optionee shall have the right to include in such
registration statement such number (but only such number) of
shares, as applicable, as shall bear the same relationship to the
total number of Units, Warrants, or shares, as applicable, which
the managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities
-4-
<PAGE>
who wish to register securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any
-5-
<PAGE>
legal conclusions on which the decision is based. Judgment upon any award
rendered by the Arbitrator(s) may be entered in any court having jurisdiction
thereof. In any such proceeding, the prevailing party shall be entitled, in
addition to any other relief awarded or adjudged, such sum as the Arbitrator(s)
may fix as and for reasonable attorneys' fees and costs, and the same shall be
included in the award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Anil Doshi
-------------------------------- ------------------------------
ANIL DOSHI
Its: PRESIDENT
-------------------------------
-6-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
John Fox (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 2,500 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 15 months
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ John Fox
------------------------------ --------------------------
JOHN FOX
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Andrew Gueritz (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 7,500 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 2 years 6
months after the date Optionee ceases to be employed by Optionor,
and prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Andrew Gueritz
------------------------------ --------------------------
ANDREW GUERITZ
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Marina McGovern (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 1,750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 2 years
4 months after the date Optionee ceases to be employed by
Optionor, and prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Marina McGovern
------------------------------ --------------------------
MARINA MCGOVERN
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Timothy Baugh (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 5,625 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 1 year
4 months after the date Optionee ceases to be employed by
Optionor, and prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Timothy Baugh
------------------------------ --------------------------
TIMOTHY BAUGH
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between David
Mullender (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 1,750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 2 years
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ David Mullender
------------------------------ --------------------------
DAVID MULLENDER
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Christopher Arnold (hereinafter referred to as "Optionee"), and 4Front
Software International, Inc., a Colorado corporation (hereinafter referred to
as "Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 1,750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 2 years
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Christopher Arnold
------------------------------ --------------------------
CHRISTOPHER ARNOLD
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Michael A. Seymour (hereinafter referred to as "Optionee"), and 4Front
Software International, Inc., a Colorado corporation (hereinafter referred to
as "Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 2,500 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 2 years 10
months after the date Optionee ceases to be employed by Optionor,
and prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Michael A. Seymour
------------------------------ --------------------------
MICHAEL A. SEYMOUR
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Lindsay Baugh (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 5,625 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 1 year 4
months after the date Optionee ceases to be employed by Optionor,
and prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Lindsay Baugh
------------------------------ --------------------------
LINDSAY BAUGH
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between Brian
Parnham (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 1,750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 1 year
4 months after the date Optionee ceases to be employed by
Optionor, and prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Brian Parnham
------------------------------ --------------------------
BRIAN PARNHAM
Its: PRESIDENT
------------------------------
-5-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between Peter
Bolton (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 5,000 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 1 year
4 months after the date Optionee ceases to be employed by
Optionor, and prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Peter Bolton
------------------------------ --------------------------
PETER BOLTON
Its: PRESIDENT
------------------------------
-5-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between
Ken Newell (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $4.00 per share,
and Optionor shall have the obligation to issue to Optionee, 75,750 shares of
the authorized but unissued common shares of Optionor. Notwithstanding the
foregoing, this Option shall terminate 60 days after Optionee's termination
from the employment with Optionor (or the applicable subsidiary of Optionor),
whether such termination is voluntary or involuntary.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
<PAGE>
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
-2-
<PAGE>
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock split-ups, stock dividends, or
other increases or reductions of the number of Shares of its common stock
outstanding without receiving compensation therefor in money, services or
property, the number of Shares of common stock subject to the options hereby
granted shall (a) if a net increase shall have been effected in the number of
outstanding shares of Optionor's common stock, be proportionately increased and
the cash consideration payable per Share shall be proportionately reduced; and
(b) if a net reduction shall have been effected in the number of outstanding
Shares of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
9. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
10. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all
-3-
<PAGE>
documents, certificates, notices, filings and the like and performing all acts
reasonably necessary to carry out the intent of this agreement.
11. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
12. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
13. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Ken Newell
------------------------------- --------------------------
KEN NEWELL
Its: PRESIDENT
-------------------------------
-4-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 3, 1994 by and between
Ken Newell (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $4.00 per
share, and Optionor shall have the obligation to issue to Optionee, 14,950
shares of the authorized but unissued common shares of Optionor.
Notwithstanding the foregoing, this Option shall terminate 60 days after
Optionee's termination from the employment with Optionor (or the applicable
subsidiary of Optionor), whether such termination is voluntary or involuntary.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
<PAGE>
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
-2-
<PAGE>
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock split-ups, stock dividends, or
other increases or reductions of the number of Shares of its common stock
outstanding without receiving compensation therefor in money, services or
property, the number of Shares of common stock subject to the options hereby
granted shall (a) if a net increase shall have been effected in the number of
outstanding shares of Optionor's common stock, be proportionately increased and
the cash consideration payable per Share shall be proportionately reduced; and
(b) if a net reduction shall have been effected in the number of outstanding
Shares of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
9. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
10. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all
-3-
<PAGE>
documents, certificates, notices, filings and the like and performing all acts
reasonably necessary to carry out the intent of this agreement.
11. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
12. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
13. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Ken Newell
------------------------------- --------------------------
KEN NEWELL
Its: PRESIDENT
-------------------------------
-4-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between Mayur
Morjaria (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 750 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected in
the number of outstanding shares of Optionor's common stock, be proportionately
increased and the cash consideration payable per Share shall be proportionately
reduced; and (b) if a net reduction shall have been effected in the number of
outstanding Shares of Optionor's common stock, be proportionately reduced and
the cash consideration payable per Share be proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
-4-
<PAGE>
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Mayur Morjaria
------------------------------ --------------------------
MAYUR MORJARIA
Its: PRESIDENT
------------------------------
-5-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of March 1st 1997 by and between
Peter Wellings (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
3 years Optionee shall have the right and option to purchase, at $5.75
per share, and Optionor shall have the obligation to issue to Optionee, 7,500
shares of the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF
-2-
<PAGE>
1933. THE SECURITIES MAY BE SOLD OR TRANSFERRED ONLY IF THEY
HAVE BEEN REGISTERED UNDER SAID ACT OR THERE EXISTS AN
EXEMPTION FROM REGISTRATION UNDER SAID ACT OR THE RULES AND
REGULATIONS THEREUNDER EVIDENCED BY A NO-ACTION LETTER OR AN
OPINION OF COUNSEL TO THE ISSUER OR TO THE HOLDER HEREOF
REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the Optionor within ten (10)
business days after the mailing of such notice, setting forth the
number of securities which he intends to sell in the public
offering (the "Registered Securities"), and requesting
inclusion of such Registered Securities therein, the Optionor
agrees to include the Registered Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3 permit
Optionee to utilize a selling shareholders Registration
Statement on Form S-3. Notwithstanding the above, the Optionee
may only have option shares subject to this agreement so
registered one time.
-3-
<PAGE>
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the
preceding sentence underwritten by the same underwriter or
underwriters on terms no less favorable than those applicable
to the shares offered by the Optionor or other stockholders
pursuant to such registration statement, and agree, at the
request of the Optionor or such other stockholders, to join
with the Optionor or such other stockholders in executing
appropriate underwriting agreements with such underwriter or
underwriters and to execute appropriate powers of attorney and
custodian agreements in forms acceptable to the underwriter or
underwriters, which agreements shall not place any
restrictions upon the sale or transfer of the Registered
Securities not otherwise placed on all other shareholders
whose shares are registered in such registration statement.
Optionee agrees that if, in spite of the best efforts of the
Optionor (which the Optionor agrees to use), the inclusion of
all of the registration statement. Optionee agrees that if,
in spite of the best efforts of the Optionor (which the
Optionor agrees to use), the inclusion of all of the
Registered Securities which he may desire to include in any
such registration statement shall not be acceptable to the
managing underwriter or underwriters of the offering (acting
reasonably and in good faith), some or all or his Registered
Securities may be excluded or withdrawn from such registration
statement in accordance with the following provision:
Optionee shall have the right to include in such registration
statement such number (but only such number) of shares, as
applicable, as shall bear the same relationship to the total
number of Units, Warrants, or shares, as applicable, which the
managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities who wish to register securities in such
registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
9. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock
-4-
<PAGE>
split-ups, stock dividends, or other increases or reductions of the number of
Shares of its common stock outstanding without receiving compensation
therefor in money, services or property, the number of Shares of common stock
subject to the options hereby granted shall (a) if a net increase shall have
been effected in the number of outstanding shares of Optionor's common stock,
be proportionately increased and the cash consideration payable per Share
shall be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and
performing all acts reasonably necessary to carry out the intent of this
agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising
out of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees,
professionals, officers or directors shall be settled by binding arbitration
in Los Angeles, California, in accordance with the Commercial Rules of the
American Arbitration Association. The arbitrator shall be an active member of
the California bar. In the proceeding, the arbitrator shall apply California
substantive law and the California Evidence Code, except that the
arbitrator's authority in awarding damages shall be interpreted under New
York law. The arbitrator shall prepare an award in writing, which shall
include factual findings and any legal conclusions on which the decision is
based. Judgment upon any award rendered by the Arbitrator(s) may be entered
in any court having jurisdiction thereof. In any such proceeding, the
prevailing party shall be entitled, in addition to any other relief awarded
or adjudged, such sum as the Arbitrator(s) may fix as and for reasonable
attorneys fees and costs, and the same shall be included in the award and any
judgment.
-5-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Peter Wellings
------------------------------- --------------------------
PETER WELLINGS
Its: PRESIDENT
-------------------------------
-6-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between Anil
Doshi (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 120,000 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the Optionor within ten (10)
business days after the mailing of such notice, setting forth the
number of securities which he intends to sell in the public
offering (the "Registered Securities"), and requesting
inclusion of such Registered Securities therein, the Optionor
agrees to include the Registered Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3 permit Optionee
to utilize a selling shareholders Registration Statement on
Form S-3. Notwithstanding the above, the Optionee may only have
option shares subject to this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be
-4-
<PAGE>
for purposes of the preceding sentence underwritten by the same
underwriter or underwriters on terms no less favorable than those
applicable to the shares offered by the Optionor or other
stockholders pursuant to such registration statement, and agree,
at the request of the Optionor or such other stockholders, to
join with the Optionor or such other stockholders in executing
appropriate underwriting agreements with such underwriter or
underwriters and to execute appropriate powers of attorney and
custodian agreements in forms acceptable to the underwriter or
underwriters, which agreements shall not place any restrictions
upon the sale or transfer of the Registered Securities not
otherwise placed on all other shareholders whose shares are
registered in such registration statement. Optionee agrees that
if, in spite of the best efforts of the Optionor (which the
Optionor agrees to use), the inclusion of all of the Registered
Securities which he may desire to include in any such registration
statement shall not be acceptable to the managing underwriter or
underwriters of the offering (acting reasonably and in good
faith), some or all of his Registered Securities may be excluded
or withdrawn from such registration statement in accordance with
the following provision: Optionee shall have the right to include
in such registration statement such number (but only such number)
of shares, as applicable, as shall bear the same relationship to
the total number of Units, Warrants, or shares, as applicable,
which the managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities who wish to register securities in such registration
statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving
-5-
<PAGE>
compensation therefor in money, services or property, the number of Shares of
common stock subject to the options hereby granted shall (a) if a net
increase shall have been effected in the number of outstanding shares of
Optionor's common stock, be proportionately increased and the cash
consideration payable per Share shall be proportionately reduced; and (b) if
a net reduction shall have been effected in the number of outstanding Shares
of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Anil Doshi
------------------------------ --------------------------
ANIL DOSHI
Its: PRESIDENT
------------------------------
-7-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between
Peter Wellings (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $4.00 per share,
and Optionor shall have the obligation to issue to Optionee, 27,000 shares of
the authorized but unissued common shares of Optionor. Notwithstanding the
foregoing, this Option shall terminate 3 years after Optionee's termination from
the employment with Optionor (or the applicable subsidiary of Optionor), whether
such termination is voluntary or involuntary.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
<PAGE>
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
-2-
<PAGE>
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock split-ups, stock dividends, or
other increases or reductions of the number of Shares of its common stock
outstanding without receiving compensation therefor in money, services or
property, the number of Shares of common stock subject to the options hereby
granted shall (a) if a net increase shall have been effected in the number of
outstanding shares of Optionor's common stock, be proportionately increased and
the cash consideration payable per Share shall be proportionately reduced; and
(b) if a net reduction shall have been effected in the number of outstanding
Shares of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
9. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
10. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all
-3-
<PAGE>
documents, certificates, notices, filings and the like and performing all acts
reasonably necessary to carry out the intent of this agreement.
11. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
12. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
13. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Peter Wellings
------------------------------- --------------------------
PETER WELLINGS
Its: CHAIRMAN & CEO
-------------------------------
-4-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 3, 1994 by and between
Peter Wellings (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $4.00 per
share, and Optionor shall have the obligation to issue to Optionee, 7,800
shares of the authorized but unissued common shares of Optionor.
Notwithstanding the foregoing, this Option shall terminate 3 years after
Optionee's termination from the employment with Optionor (or the applicable
subsidiary of Optionor), whether such termination is voluntary or involuntary.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good
<PAGE>
and marketable title to the shares of Optionor underlying the options being
granted hereby, free of all pledges, liens and encumbrances, except as stated in
paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the
-2-
<PAGE>
shares, each certificate representing such shares shall be
endorsed on its face with the following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock split-ups, stock dividends, or
other increases or reductions of the number of Shares of its common stock
outstanding without receiving compensation therefor in money, services or
property, the number of Shares of common stock subject to the options hereby
granted shall (a) if a net increase shall have been effected in the number of
outstanding shares of Optionor's common stock, be proportionately increased and
the cash consideration payable per Share shall be proportionately reduced; and
(b) if a net reduction shall have been effected in the number of outstanding
Shares of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
9. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
10. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and
-3-
<PAGE>
performing all acts reasonably necessary to carry out the intent of this
agreement.
11. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
12. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
13. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys, fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Peter Wellings
------------------------------- --------------------------
PETER WELLINGS
Its: CHAIRMAN & CEO
-------------------------------
-4-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between
Craig Kleinman (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $4.00 per
share, and Optionor shall have the obligation to issue to Optionee, 15,000
shares of the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
-2-
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock split-ups, stock dividends, or
other increases or reductions of the number of Shares of its common stock
outstanding without receiving compensation therefor in money, services or
property, the number of Shares of common stock subject to the options hereby
granted shall (a) if a net increase shall have been effected in the number of
outstanding shares of Optionor's common stock, be proportionately increased and
the cash consideration payable per Share shall be proportionately reduced; and
(b) if a net reduction shall have been effected in the number of outstanding
Shares of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the
-3-
<PAGE>
Optionor within ten (10) business days after the mailing of
such notice, setting forth the number of securities which he
intends to sell in the public offering (the "Registered
Securities"), and requesting inclusion of such Registered
Securities therein, the Optionor agrees to include the
Registered Securities in such registration statement and
related underwriting agreements (if any) or if the Optionor
eligible to use Form S-3 permit Optionee to utilize a selling
shareholders Registration Statement on Form S-3. Notwithstanding
the above, the Optionee may only have option shares subject to
this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the
preceding sentence underwritten by the same underwriter or
underwriters on terms no less favorable than those applicable
to the shares offered by the Optionor or other stockholders
pursuant to such registration statement, and agree, at the
request of the Optionor or such other stockholders, to join
with the Optionor or such other stockholders in executing
appropriate underwriting agreements with such underwriter or
underwriters and to execute appropriate powers of attorney and
custodian agreements in forms acceptable to the underwriter or
underwriters, which agreements shall not place any restrictions
upon the sale or transfer of the Registered Securities not
otherwise placed on all other shareholders whose shares are
registered in such registration statement. Optionee agrees that
if, in spite of the best efforts of the Optionor (which the
Optionor agrees to use), the inclusion of all of the Registered
Securities which he may desire to include in any such registration
statement shall not be acceptable to the managing underwriter or
underwriters of the offering (acting reasonably and in good
faith), some or all of his Registered Securities may be
excluded or withdrawn from such registration statement in
accordance with the following provision: Optionee shall have
the right to include in such registration statement such number
(but only such number) of shares, as applicable, as shall bear
the same relationship to the total number of Units, Warrants,
or shares, as applicable, which the managing underwriter or
underwriters will permit to be included in such registration
statement by all holders of securities
-4-
<PAGE>
who wish to register securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. WAIVER. Optionee acknowledges that Optionor has an inadequate number
of shares to allow immediate exercise of the Option. Optionee agrees that if
there is any exercise of the option hereunder prior to an increase in the
Optionor's authorized number of shares, Optionee will not receive his shares
until authorized but unissued shares are available.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any
-5-
<PAGE>
legal conclusions on which the decision is based. Judgment upon any award
rendered by the Arbitrator(s) may be entered in any court having jurisdiction
thereof. In any such proceeding, the prevailing party shall be entitled, in
addition to any other relief awarded or adjudged, such sum as the
Arbitrator(s) may fix as and for reasonable attorneys fees and costs, and the
same shall be included in the award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Craig Kleinman
------------------------------- --------------------------
CRAIG KLEINMAN
Its: PRESIDENT
-------------------------------
-6-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Christopher S. Hervey (hereinafter referred to as "Optionee"), and 4Front
Software International, Inc., a Colorado corporation (hereinafter referred to
as "Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 21,450 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 30 days
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the Optionor within ten (10)
business days after the mailing of such notice, setting forth the
number of securities which he intends to sell in the public
offering (the "Registration Securities"), and requesting
inclusion of such Registration Securities therein, the Optionor
agrees to include the Registration Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3.
Notwithstanding the above, the Optionee may only have option
shares subject to this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be
-4-
<PAGE>
for purposes of the preceding sentence underwritten by the same
underwriter or underwriters on terms no less favorable than those
applicable to the shares offered by the Optionor or other
stockholders pursuant to such registration statement, and agree,
at the request of the Optionor or such other stockholders, to
join with the Optionor or such other stockholders in executing
appropriate underwriting agreements with such underwriter or
underwriters and to execute appropriate powers of attorney and
custodian agreements in forms acceptable to the underwriter or
underwriters, which agreements shall not place any restrictions
upon the sale or transfer of the Registered Securities not
otherwise placed on all other shareholders whose shares are
registered in such registration statement. Optionee agrees that
if, in spite of the best efforts of the Optionor (which the
Optionor agrees to use), the inclusion of all of the Registered
Securities which he may desire to include in any such registration
statement shall not be acceptable to the managing underwriter or
underwriters of the offering (acting reasonably and in good
faith), some or all or his Registered Securities may be excluded
or withdrawn from such registration statement in accordance with
the following provision: Optionee shall have the right to include
in such registration statement such number (but only such number)
of shares, as applicable, as shall bear the same relationship to
the total number of Units, Warrants, or shares, as applicable,
which the managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities who wish to register securities in such registration
statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving
-5-
<PAGE>
compensation therefor in money, services or property, the number of Shares of
common stock subject to the options hereby granted shall (a) if a net
increase shall have been effected in the number of outstanding shares of
Optionor's common stock, be proportionately increased and the cash
consideration payable per Share shall be proportionately reduced; and (b) if
a net reduction shall have been effected in the number of outstanding Shares
of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Christopher S. Hervey
------------------------------ ----------------------------
CHRISTOPHER S. HERVEY
Its: PRESIDENT
------------------------------
-7-
<PAGE>
EXERCISE FORM
Dated:___________________
The undersigned hereby irrevocably elects to exercise the within Option to
the extent of purchasing _________ shares of Common Stock and hereby makes
payment of $ __________ in payment of the actual exercise price thereof.
The undersigned hereby certifies that either (i) the undersigned is not a
U.S. Person (as such term is defined in Regulation S promulgated under the
Securities Act of 1933, as amended (the "Act")), or (ii) the undersigned has
delivered to Optionor an opinion of counsel to the effect that the Option and
the shares of common stock to be delivered upon exercise thereof have been
registered under the Act or are exempt from registration thereunder.
The undersigned further certifies that the within Option is not being
exercised in the United States and the shares of common stock underlying the
Option may not be delivered to the United States absent registration under the
Act or an available exemption from registration.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name
---------------------------------------------------------------------------
(Please typewrite or print in block letters)
Address
------------------------------------------------------------------------
------------------------------------------------------------------------
Signature
----------------------------------------------------------------------
INSTRUCTIONS FOR DELIVERY OF STOCK
Name
--------------------------------------------------------------------------
(Please typewrite or print in block letters)
Address
------------------------------------------------------------------------
------------------------------------------------------------------------
-8-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between
Chris Hervey (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $4.00 per share,
and Optionor shall have the obligation to issue to Optionee, 30,750 shares of
the authorized but unissued common shares of Optionor. Notwithstanding the
foregoing, this Option shall terminate 60 days after Optionee's termination from
the employment with Optionor (or the applicable subsidiary of Optionor), whether
such termination is voluntary or involuntary.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
<PAGE>
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
-2-
<PAGE>
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with
the following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock split-ups, stock dividends, or
other increases or reductions of the number of Shares of its common stock
outstanding without receiving compensation therefor in money, services or
property, the number of Shares of common stock subject to the options hereby
granted shall (a) if a net increase shall have been effected in the number of
outstanding shares of Optionor's common stock, be proportionately increased and
the cash consideration payable per Share shall be proportionately reduced; and
(b) if a net reduction shall have been effected in the number of outstanding
Shares of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
9. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
10. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all
-3-
<PAGE>
documents, certificates, notices, filings and the like and performing all
acts reasonably necessary to carry out the intent of this agreement.
11. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
12. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
13. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Chris Hervey
------------------------------- --------------------------
CHRIS HERVEY
Its: CHAIRMAN & CEO
-------------------------------
-4-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 3, 1994 by and between
Chris Hervey (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $4.00 per share,
and Optionor shall have the obligation to issue to Optionee, 7,800 shares of the
authorized but unissued common shares of Optionor. Notwithstanding the
foregoing, this Option shall terminate 60 days after Optionee's termination from
the employment with Optionor (or the applicable subsidiary of Optionor), whether
such termination is voluntary or involuntary.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good
<PAGE>
and marketable title to the shares of Optionor underlying the options being
granted hereby, free of all pledges, liens and encumbrances, except as stated in
paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the
-2-
<PAGE>
shares, each certificate representing such shares shall be
endorsed on its face with the following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock split-ups, stock dividends, or
other increases or reductions of the number of Shares of its common stock
outstanding without receiving compensation therefor in money, services or
property, the number of Shares of common stock subject to the options hereby
granted shall (a) if a net increase shall have been effected in the number of
outstanding shares of Optionor's common stock, be proportionately increased and
the cash consideration payable per Share shall be proportionately reduced; and
(b) if a net reduction shall have been effected in the number of outstanding
Shares of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
9. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
10. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and
-3-
<PAGE>
performing all acts reasonably necessary to carry out the intent of this
agreement.
11. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
12. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
13. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Chris Hervey
------------------------------- --------------------------
CHRIS HERVEY
Its: CHAIRMAN & CEO
-------------------------------
-4-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of March 1, 1997 by and between
Philip Mendonca (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
three years Optionee shall have the right and option to purchase, at $5.75
per share, and Optionor shall have the obligation to issue to Optionee,
10,000 shares of the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to
this Agreement shall bear whatever legends are required by
federal or state law or by any governmental agency. In
particular, unless an appropriate registration statement is
filed pursuant to the Securities Act with respect to the
shares, each certificate representing such shares shall be
endorsed on its face with the following legend or its
equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF
-2-
<PAGE>
1933. THE SECURITIES MAY BE SOLD OR TRANSFERRED ONLY IF THEY
HAVE BEEN REGISTERED UNDER SAID ACT OR THERE EXISTS AN
EXEMPTION FROM REGISTRATION UNDER SAID ACT OR THE RULES AND
REGULATIONS THEREUNDER EVIDENCED BY A NO-ACTION LETTER OR AN
OPINION OF COUNSEL TO THE ISSUER OR TO THE HOLDER HEREOF
REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in
any registration of securities of the Optionor (other than
shares of Common Stock pursuant to the Optionor's stock option
plan or stock purchase plan) under a registration statement
filed by the Optionor under the Securities Act. The Optionor
shall provide written notice to the Optionee at least 30 days
prior to the filing of any such registration statement sent by
registered mail to the address of record of the Optionee. If
Optionee shall deliver a written request to the Optionor
within ten (10) business days after the mailing of such
notice, setting forth the number of securities which he
intends to sell in the public offering (the "Registered
Securities"), and requesting inclusion of such Registered
Securities therein, the Optionor agrees to include the
Registered Securities in such registration statement and
related underwriting agreements (if any) or if the Optionor
eligible to use Form S-3 permit Optionee to utilize a selling
shareholders Registration Statement on Form S-3. Notwithstanding
the above, the Optionee may only have option shares subject to
this agreement so registered one time.
-3-
<PAGE>
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the
preceding sentence underwritten by the same underwriter or
underwriters on terms no less favorable than those applicable
to the shares offered by the Optionor or other stockholders
pursuant to such registration statement, and agree, at the
request of the Optionor or such other stockholders, to join
with the Optionor or such other stockholders in executing
appropriate underwriting agreements with such underwriter or
underwriters and to execute appropriate powers of attorney and
custodian agreements in forms acceptable to the underwriter or
underwriters, which agreements shall not place any
restrictions upon the sale or transfer of the Registered
Securities not otherwise placed on all other shareholders
whose shares are registered in such registration statement.
Optionee agrees that if, in spite of the best efforts of the
Optionor (which the Optionor agrees to use), the inclusion of
all of the registration statement. Optionee agrees that if,
in spite of the best efforts of the Optionor (which the
Optionor agrees to use), the inclusion of all of the
Registered Securities which he may desire to include in any
such registration statement shall not be acceptable to the
managing underwriter or underwriters of the offering (acting
reasonably and in good faith), some or all or his Registered
Securities may be excluded or withdrawn from such registration
statement in accordance with the following provision:
Optionee shall have the right to include in such registration
statement such number (but only such number) of shares, as
applicable, as shall bear the same relationship to the total
number of Units, Warrants, or shares, as applicable, which the
managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities who wish to register securities in such
registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and
with maintaining its effectiveness excepting only (i) the
underwriting discounts and commissions incurred directly on
the sale of any of Optionee's Registered Securities included
therein, and (ii) legal expense individually incurred by
Optionee, said discounts, commissions and legal expenses with
respect to the sale of Optionee's shares to be borne by
Optionee.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock
-4-
<PAGE>
split-ups, stock dividends, or other increases or reductions of the number of
Shares of its common stock outstanding without receiving compensation
therefor in money, services or property, the number of Shares of common stock
subject to the options hereby granted shall (a) if a net increase shall have
been effected in the number of outstanding shares of Optionor's common stock,
be proportionately increased and the cash consideration payable per Share
shall be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys fees and costs, and the same shall be included in the
award and any judgment.
-5-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Philip Mendonca
------------------------------- --------------------------
Its: PRESIDENT
-------------------------------
-6-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between
Mark Ellis (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $4.00
per share, and Optionor shall have the obligation to issue to Optionee,
150,000 shares of the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to
this Agreement shall bear whatever legends are required by
federal or state law or by any governmental agency. In
particular, unless an appropriate registration statement is
filed pursuant to the Securities Act with respect to the
shares, each certificate representing such shares shall be
endorsed on its face with the following legend or its
equivalent:
-2-
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES
MAY BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED
UNDER SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION
UNDER SAID ACT OR THE RULES AND REGULATIONS THEREUNDER
EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF COUNSEL TO
THE ISSUER OR TO THE HOLDER HEREOF REASONABLY SATISFACTORY TO
THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected
in the number of outstanding shares of Optionor's common stock, be
proportionately increased and the cash consideration payable per Share shall
be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
agreement to be included, at the request of the Optionee in
any registration of securities of the Optionor (other than
shares of Common Stock pursuant to the Optionor's stock option
plan or stock purchase plan) under a registration statement
filed by the Optionor under the Securities Act. The Optionor
shall provide written notice to the Optionee at least 30 days
prior to the filing of any such registration statement sent by
registered mail to the address of record of the Optionee. If
Optionee shall deliver a written request to the
-3-
<PAGE>
Optionor within ten (10) business days after the mailing of
such notice, setting forth the number of securities which he
intends to sell in the public offering (the "Registered
Securities"), and requesting inclusion of such Registered
Securities therein, the Optionor agrees to include the
Registered Securities in such registration statement and
related underwriting agreements (if any) or if the Optionor
eligible to use Form S-3 permit Optionee to utilize a selling
shareholders Registration Statement on Form S-3. Notwithstanding
the above, the Optionee may only have option shares subject to
this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the
preceding sentence underwritten by the same underwriter or
underwriters on terms no less favorable than those applicable
to the shares offered by the Optionor or other stockholders
pursuant to such registration statement, and agree, at the
request of the Optionor or such other stockholders, to join
with the Optionor or such other stockholders in executing
appropriate underwriting agreements with such underwriter or
underwriters and to execute appropriate powers of attorney and
custodian agreements in forms acceptable to the underwriter or
underwriters, which agreements shall not place any
restrictions upon the sale or transfer of the Registered
Securities not otherwise placed on all other shareholders
whose shares are registered in such registration statement.
Optionee agrees that if, in spite of the best efforts of the
Optionor (which the Optionor agrees to use), the inclusion of
all of the Registered Securities which he may desire to include
in any such registration statement shall not be acceptable to the
managing underwriter or underwriters of the offering (acting
reasonably and in good faith), some or all or his Registered
Securities may be excluded or withdrawn from such registration
statement in accordance with the following provision:
Optionee shall have the right to include in such registration
statement such number (but only such number) of shares, as
applicable, as shall bear the same relationship to the total
number of Units, Warrants, or shares, as applicable, which the
managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities
-4-
<PAGE>
who wish to register securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and
with maintaining its effectiveness excepting only (i) the
underwriting discounts and commissions incurred directly on
the sale of any of Optionee's Registered Securities included
therein, and (ii) legal expense individually incurred by
Optionee, said discounts, commissions and legal expenses with
respect to the sale of Optionee's shares to be borne by
Optionee.
10. WAIVER. Optionee acknowledges that Optionor has an inadequate
number of shares to allow immediate exercise of the Option. Optionee agrees
that if there is any exercise of the option hereunder prior to an increase in
the Optionor's authorized number of shares, Optionee will not receive his
shares until authorized but unissued shares are available.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any
-5-
<PAGE>
legal conclusions on which the decision is based. Judgment upon any award
rendered by the Arbitrator(s) may be entered in any court having jurisdiction
thereof. In any such proceeding, the prevailing party shall be entitled, in
addition to any other relief awarded or adjudged, such sum as the
Arbitrator(s) may fix as and for reasonable attorneys' fees and costs, and the
same shall be included in the award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Mark Ellis
------------------------------- --------------------------
MARK ELLIS
Its: CHAIRMAN
-------------------------------
-6-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between
Stuart Doshi (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $4.00
per share, and Optionor shall have the obligation to issue to Optionee,
40,000 shares of the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to
this Agreement shall bear whatever legends are required by
federal or state law or by any governmental agency. In
particular, unless an appropriate registration statement is
filed pursuant to the Securities Act with respect to the
shares, each certificate representing such shares shall be
endorsed on its face with the following legend or its
equivalent:
-2-
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES
MAY BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED
UNDER SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION
UNDER SAID ACT OR THE RULES AND REGULATIONS THEREUNDER
EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF COUNSEL TO
THE ISSUER OR TO THE HOLDER HEREOF REASONABLY SATISFACTORY TO
THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock
split-ups, stock dividends, or other increases or reductions of the number of
Shares of its common stock outstanding without receiving compensation
therefor in money, services or property, the number of Shares of common stock
subject to the options hereby granted shall (a) if a net increase shall have
been effected in the number of outstanding shares of Optionor's common stock,
be proportionately increased and the cash consideration payable per Share
shall be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
agreement to be included, at the request of the Optionee in
any registration of securities of the Optionor (other than
shares of Common Stock pursuant to the Optionor's stock option
plan or stock purchase plan) under a registration statement
filed by the Optionor under the Securities Act. The Optionor
shall provide written notice to the Optionee at least 30 days
prior to the filing of any such registration statement sent by
registered mail to the address of record of the Optionee. If
Optionee shall deliver a written request to the
-3-
<PAGE>
Optionor within ten (10) business days after the mailing of
such notice, setting forth the number of securities which he
intends to sell in the public offering (the "Registered
Securities"), and requesting inclusion of such Registered
Securities therein, the Optionor agrees to include the
Registered Securities in such registration statement and
related underwriting agreements (if any) or if the Optionor
eligible to use Form S-3 permit Optionee to utilize a selling
shareholders Registration Statement on Form S-3. Notwithstanding
the above, the Optionee may only have option shares subject to
this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the
preceding sentence underwritten by the same underwriter or
underwriters on terms no less favorable than those applicable
to the shares offered by the Optionor or other stockholders
pursuant to such registration statement, and agree, at the
request of the Optionor or such other stockholders, to join
with the Optionor or such other stockholders in executing
appropriate underwriting agreements with such underwriter or
underwriters and to execute appropriate powers of attorney and
custodian agreements in forms acceptable to the underwriter or
underwriters, which agreements shall not place any
restrictions upon the sale or transfer of the Registered
Securities not otherwise placed on all other shareholders
whose shares are registered in such registration statement.
Optionee agrees that if, in spite of the best efforts of the
Optionor (which the Optionor agrees to use), the inclusion of
all of the Registered Securities which he may desire to include
in any such registration statement shall not be acceptable to the
managing underwriter or underwriters of the offering (acting
reasonably and in good faith), some or all or his Registered
Securities may be excluded or withdrawn from such registration
statement in accordance with the following provision:
Optionee shall have the right to include in such registration
statement such number (but only such number) of shares, as
applicable, as shall bear the same relationship to the total
number of Units, Warrants, or shares, as applicable, which the
managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities
-4-
<PAGE>
who wish to register securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and
with maintaining its effectiveness excepting only (i) the
underwriting discounts and commissions incurred directly on
the sale of any of Optionee's Registered Securities included
therein, and (ii) legal expense individually incurred by
Optionee, said discounts, commissions and legal expenses with
respect to the sale of Optionee's shares to be borne by
Optionee.
10. WAIVER. Optionee acknowledges that Optionor has an inadequate
number of shares to allow immediate exercise of the Option. Optionee agrees
that if there is any exercise of the option hereunder prior to an increase in
the Optionor's authorized number of shares, Optionee will not receive his
shares until authorized but unissued shares are available.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any
-5-
<PAGE>
legal conclusions on which the decision is based. Judgment upon any award
rendered by the Arbitrator(s) may be entered in any court having jurisdiction
thereof. In any such proceeding, the prevailing party shall be entitled, in
addition to any other relief awarded or adjudged, such sum as the
Arbitrator(s) may fix as and for reasonable attorneys' fees and costs, and the
same shall be included in the award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Stuart Doshi
------------------------------- --------------------------
STUART DOSHI
Its: PRESIDENT
-------------------------------
-6-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 3, 1994 by and between
Terry Burt (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $4.00 per share,
and Optionor shall have the obligation to issue to Optionee, 14,950 shares of
the authorized but unissued common shares of Optionor. Notwithstanding the
foregoing, this Option shall terminate 60 days after Optionee's termination
from the employment with Optionor (or the applicable subsidiary of Optionor),
whether such termination is voluntary or involuntary.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
<PAGE>
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
-2-
<PAGE>
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock split-ups, stock dividends, or
other increases or reductions of the number of Shares of its common stock
outstanding without receiving compensation therefor in money, services or
property, the number of Shares of common stock subject to the options hereby
granted shall (a) if a net increase shall have been effected in the number of
outstanding shares of Optionor's common stock, be proportionately increased and
the cash consideration payable per Share shall be proportionately reduced; and
(b) if a net reduction shall have been effected in the number of outstanding
Shares of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
9. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
10. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all
-3-
<PAGE>
documents, certificates, notices, filings and the like and performing all
acts reasonably necessary to carry out the intent of this agreement.
11. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
12. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
13. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Terry Burt
------------------------------- --------------------------
TERRY BURT
Its: PRESIDENT
-------------------------------
-4-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between
Terry Burt (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $4.00 per
share, and Optionor shall have the obligation to issue to Optionee, 52,000
shares of the authorized but unissued common shares of Optionor.
Notwithstanding the foregoing, this Option shall terminate 60 days after
Optionee's termination from the employment with Optionor (or the applicable
subsidiary of Optionor), whether such termination is voluntary or involuntary.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
<PAGE>
4. REPRESENTATIONS. Optionor represents and warrants to Optionee
that Optionee, upon proper exercise, shall receive good and marketable title
to the shares of Optionor underlying the options being granted hereby, free
of all pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
-2-
<PAGE>
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock split-ups, stock dividends, or
other increases or reductions of the number of Shares of its common stock
outstanding without receiving compensation therefor in money, services or
property, the number of Shares of common stock subject to the options hereby
granted shall (a) if a net increase shall have been effected in the number of
outstanding shares of Optionor's common stock, be proportionately increased and
the cash consideration payable per Share shall be proportionately reduced; and
(b) if a net reduction shall have been effected in the number of outstanding
Shares of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
9. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
10. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all
-3-
<PAGE>
documents, certificates, notices, filings and the like and performing all
acts reasonably necessary to carry out the intent of this agreement.
11. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
12. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
13. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Terry Burt
------------------------------- --------------------------
TERRY BURT
Its: PRESIDENT
-------------------------------
-4-
<PAGE>
THE OPTIONS AND OPTION SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND (i) THE OPTIONS AND THE OPTION SHARES MAY NOT
BE EXERCISED, OFFERED OR SOLD BY OR ON BEHALF OF U.S. PERSONS, (ii) THE
OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES AND (iii) THE OPTION
SHARES MAY NOT BE DELIVERED IN THE UNITED STATES UNLESS, IN EACH CASE,
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE OPTIONS AND OPTION
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
OPTION AGREEMENT
THIS AGREEMENT is made effective as of August 1, 1995 by and between
Simon J. Andrews (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $5.00 per share,
and Optionor shall have the obligation to issue to Optionee, 5,000 shares of
the authorized but unissued common shares of Optionor.
<PAGE>
3. EXERCISE OF OPTION. Optionee may exercise any option granted
hereunder by notifying Optionor in writing of its intention to exercise such
option. A closing date shall then be agreed to in good faith no later than 30
days after the notice, at which time Optionee shall pay the purchase price of
the Shares being purchased, and Optionor shall deliver to Optionee the
certificates for shares duly endorsed. Optionee may purchase all or any part
of the Shares subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to the
shares of Optionor underlying the options being granted hereby, free of all
pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise
of any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities
-2-
<PAGE>
laws of any state, or any other applicable law, regulation, or
rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency.
C. The offer and sale of this Option has been made by the Company
pursuant to an exemption available from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated under such Act, and the holder of
this Option has executed and delivered to the Company a
Subscription Agreement containing certain representations and
warranties of the holder which are incorporated herein by
reference. It shall be a condition to the exercise of the Option
that the holder of this Option certify to the Company, at the
time of exercise, either that he or it is not a U.S. Person and
that the Options are not being exercised on behalf of a U.S.
Person, or to provide an opinion of counsel that such securities
have been registered under the Act or that an exemption from the
registration requirements of the Act is available. It shall be a
further condition to the exercise of the Option that the Option
may not be exercised in the United States and the shares
underlying the Option may not be delivered to the United States
absent registration under the Act or an available exemption from
registration.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. TERMINATION OF EMPLOYMENT.
A. If Optionee shall cease to be employed by Optionor for any reason
other than Optionee's death, then at any time within 3 years
after the date Optionee ceases to be employed by Optionor, and
prior to the
-3-
<PAGE>
expiration of this Option pursuant to Paragraph 2 hereof,
Optionee may exercise this option to the extent that Optionee was
entitled to exercise it at the date Optionee ceased to be
employed by Optionor.
B. If Optionee shall die while in the employ of Optionor, his
personal representative or the person entitled to succeed to his
rights hereunder shall have the right, at any time within 180
days after the date of Optionee's death, and prior to the
expiration of this option pursuant to Paragraph 2 hereof, to
exercise this option to the extent that Optionee was entitled to
exercise this option at the date of Optionee's death.
C. For purposes of this Paragraph only, Optionee shall deemed to be
employed by Optionor for so long as Optionee serves as an
employee, officer or director of Optionor.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares of
Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the Optionor within ten (10)
business days after the mailing of such notice, setting forth the
number of securities which he intends to sell in the public
offering (the "Registration Securities"), and requesting
inclusion of such Registered Securities therein, the Optionor
agrees to include the Registered Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3 permit
Optionee to utilize a selling shareholders Registration Statement
on Form S-3. Notwithstanding the above, the Optionee may only
have option shares subject to this agreement so registered one
time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be
-4-
<PAGE>
for purposes of the preceding sentence underwritten by the same
underwriter or underwriters on terms no less favorable than those
applicable to the shares offered by the Optionor or other
stockholders pursuant to such registration statement, and agree,
at the request of the Optionor or such other stockholders, to
join with the Optionor or such other stockholders in executing
appropriate underwriting agreements with such underwriter or
underwriters and to execute appropriate powers of attorney and
custodian agreements in forms acceptable to the underwriter or
underwriters, which agreements shall not place any restrictions
upon the sale or transfer of the Registered Securities not
otherwise placed on all other shareholders whose shares are
registered in such registration statement. Optionee agrees that
if, in spite of the best efforts of the Optionor (which the
Optionor agrees to use), the inclusion of all of the Registered
Securities which he may desire to include in any such registration
statement shall not be acceptable to the managing underwriter or
underwriters of the offering (acting reasonably and in good
faith), some or all of his Registered Securities may be excluded
or withdrawn from such registration statement in accordance with
the following provision: Optionee shall have the right to include
in such registration statement such number (but only such number)
of shares, as applicable, as shall bear the same relationship to
the total number of Units, Warrants, or shares, as applicable,
which the managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities who wish to register securities in such registration
statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving
-5-
<PAGE>
compensation therefor in money, services or property, the number of Shares of
common stock subject to the options hereby granted shall (a) if a net
increase shall have been effected in the number of outstanding shares of
Optionor's common stock, be proportionately increased and the cash
consideration payable per Share shall be proportionately reduced; and (b) if
a net reduction shall have been effected in the number of outstanding Shares
of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
11. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
12. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
13. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
14. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
15. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Simon J. Andrews
------------------------------ ----------------------------
SIMON J. ANDREWS
Its: PRESIDENT
------------------------------
-7-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 1, 1994 by and between
Simon Andrews (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $4.00 per
share, and Optionor shall have the obligation to issue to Optionee, 30,000
shares of the authorized but unissued common shares of Optionor.
Notwithstanding the foregoing, this Option shall terminate 3 years after
Optionee's termination from the employment with Optionor (or the applicable
subsidiary of Optionor), whether such termination is voluntary or involuntary.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
<PAGE>
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
-2-
<PAGE>
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock split-ups, stock dividends, or
other increases or reductions of the number of Shares of its common stock
outstanding without receiving compensation therefor in money, services or
property, the number of Shares of common stock subject to the options hereby
granted shall (a) if a net increase shall have been effected in the number of
outstanding shares of Optionor's common stock, be proportionately increased and
the cash consideration payable per Share shall be proportionately reduced; and
(b) if a net reduction shall have been effected in the number of outstanding
Shares of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
9. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
10. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all
-3-
<PAGE>
documents, certificates, notices, filings and the like and performing all
acts reasonably necessary to carry out the intent of this agreement.
11. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
12. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
13. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Simon Andrews
------------------------------- --------------------------
SIMON ANDREWS
Its: CHAIRMAN & CEO
-------------------------------
-4-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of November 3, 1994 by and between
Simon Andrews (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of five
years Optionee shall have the right and option to purchase, at $4.00 per share,
and Optionor shall have the obligation to issue to Optionee, 9,500 shares of the
authorized but unissued common shares of Optionor. Notwithstanding the
foregoing, this Option shall terminate 3 years after Optionee's termination from
the employment with Optionor (or the applicable subsidiary of Optionor), whether
such termination is voluntary or involuntary.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good
<PAGE>
and marketable title to the shares of Optionor underlying the options being
granted hereby, free of all pledges, liens and encumbrances, except as stated in
paragraph 5.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the
-2-
<PAGE>
shares, each certificate representing such shares shall be
endorsed on its face with the following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock split-ups, stock dividends, or
other increases or reductions of the number of Shares of its common stock
outstanding without receiving compensation therefor in money, services or
property, the number of Shares of common stock subject to the options hereby
granted shall (a) if a net increase shall have been effected in the number of
outstanding shares of Optionor's common stock, be proportionately increased and
the cash consideration payable per Share shall be proportionately reduced; and
(b) if a net reduction shall have been effected in the number of outstanding
Shares of Optionor's common stock, be proportionately reduced and the cash
consideration payable per Share be proportionately increased.
9. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
10. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and
-3-
<PAGE>
performing all acts reasonably necessary to carry out the intent of this
agreement.
11. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
12. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
13. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys fees and costs, and the same shall be included in the
award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Simon Andrews
------------------------------- --------------------------
SIMON ANDREWS
Its: CHAIRMAN & CEO
-------------------------------
-4-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of March 1st 1997 by and between
RICHARD SHARPE (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
3 years Optionee shall have the right and option to purchase, at $5.75
per share, and Optionor shall have the obligation to issue to Optionee,
12,000 shares of the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to
this Agreement shall bear whatever legends are required by
federal or state law or by any governmental agency. In
particular, unless an appropriate registration statement is
filed pursuant to the Securities Act with respect to the
shares, each certificate representing such shares shall be
endorsed on its face with the following legend or its
equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF
-2-
<PAGE>
1933. THE SECURITIES MAY BE SOLD OR TRANSFERRED ONLY IF THEY
HAVE BEEN REGISTERED UNDER SAID ACT OR THERE EXISTS AN
EXEMPTION FROM REGISTRATION UNDER SAID ACT OR THE RULES AND
REGULATIONS THEREUNDER EVIDENCED BY A NO-ACTION LETTER OR AN
OPINION OF COUNSEL TO THE ISSUER OR TO THE HOLDER HEREOF
REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in
any registration of securities of the Optionor (other than
shares of Common Stock pursuant to the Optionor's stock option
plan or stock purchase plan) under a registration statement
filed by the Optionor under the Securities Act. The Optionor
shall provide written notice to the Optionee at least 30 days
prior to the filing of any such registration statement sent by
registered mail to the address of record of the Optionee. If
Optionee shall deliver a written request to the Optionor
within ten (10) business days after the mailing of such
notice, setting forth the number of securities which he
intends to sell in the public offering (the "Registered
Securities"), and requesting inclusion of such Registered
Securities therein, the Optionor agrees to include the
Registered Securities in such registration statement and
related underwriting agreements (if any) or if the Optionor
eligible to use Form S-3 permit Optionee to utilize a selling
shareholders Registration Statement on Form S-3. Notwithstanding
the above, the Optionee may only have option shares subject to
this agreement so registered one time.
-3-
<PAGE>
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the
preceding sentence underwritten by the same underwriter or
underwriters on terms no less favorable than those applicable
to the shares offered by the Optionor or other stockholders
pursuant to such registration statement, and agree, at the
request of the Optionor or such other stockholders, to join
with the Optionor or such other stockholders in executing
appropriate underwriting agreements with such underwriter or
underwriters and to execute appropriate powers of attorney and
custodian agreements in forms acceptable to the underwriter or
underwriters, which agreements shall not place any
restrictions upon the sale or transfer of the Registered
Securities not otherwise placed on all other shareholders
whose shares are registered in such registration statement.
Optionee agrees that if, in spite of the best efforts of the
Optionor (which the Optionor agrees to use), the inclusion of
all of the Registered Securities which he may desire to include
in any such registration statement shall not be acceptable to the
managing underwriter or underwriters of the offering (acting
reasonably and in good faith), some or all or his Registered
Securities may be excluded or withdrawn from such registration
statement in accordance with the following provision:
Optionee shall have the right to include in such registration
statement such number (but only such number) of shares, as
applicable, as shall bear the same relationship to the total
number of Units, Warrants, or shares, as applicable, which the
managing underwriter or underwriters will permit to be
included in such registration statement by all holders of
securities who wish to register securities in such
registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and
with maintaining its effectiveness excepting only (i) the
underwriting discounts and commissions incurred directly on
the sale of any of Optionee's Registered Securities included
therein, and (ii) legal expense individually incurred by
Optionee, said discounts, commissions and legal expenses with
respect to the sale of Optionee's shares to be borne by
Optionee.
9. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock
-4-
<PAGE>
split-ups, stock dividends, or other increases or reductions of the number of
Shares of its common stock outstanding without receiving compensation
therefor in money, services or property, the number of Shares of common stock
subject to the options hereby granted shall (a) if a net increase shall have
been effected in the number of outstanding shares of Optionor's common stock,
be proportionately increased and the cash consideration payable per Share
shall be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
-5-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Richard Sharpe
------------------------------- --------------------------
RICHARD SHARPE
Its: PRESIDENT
-------------------------------
-6-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of March 1, 1997 by and between
Peter Bolton (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
three years Optionee shall have the right and option to purchase, at $5.75
per share, and Optionor shall have the obligation to issue to Optionee, 7,000
shares of the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF
-2-
<PAGE>
1933. THE SECURITIES MAY BE SOLD OR TRANSFERRED ONLY IF THEY
HAVE BEEN REGISTERED UNDER SAID ACT OR THERE EXISTS AN EXEMPTION
FROM REGISTRATION UNDER SAID ACT OR THE RULES AND REGULATIONS
THEREUNDER EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF
COUNSEL TO THE ISSUER OR TO THE HOLDER HEREOF REASONABLY
SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares
of Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the Optionor within ten (10)
business days after the mailing of such notice, setting forth the
number of securities which he intends to sell in the public
offering (the "Registered Securities"), and requesting inclusion
of such Registered Securities therein, the Optionor agrees to
include the Registered Securities in such registration statement
and related underwriting agreements (if any) or if the Optionor
eligible to use Form S-3 permit Optionee to utilize a selling
shareholders Registration Statement on Form S-3. Notwithstanding
the above, the Optionee may only have option shares subject to
this agreement so registered one time.
-3-
<PAGE>
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the preceding
sentence underwritten by the same underwriter or underwriters on
terms no less favorable than those applicable to the shares
offered by the Optionor or other stockholders pursuant to such
registration statement, and agree, at the request of the Optionor
or such other stockholders, to join with the Optionor or such
other stockholders in executing appropriate underwriting
agreements with such underwriter or underwriters and to execute
appropriate powers of attorney and custodian agreements in forms
acceptable to the underwriter or underwriters, which agreements
shall not place any restrictions upon the sale or transfer of the
Registered Securities not otherwise placed on all other
shareholders whose shares are registered in such registration
statement. Optionee agrees that if, in spite of the best efforts
of the Optionor (which the Optionor agrees to use), the inclusion
of all of the Registered Securities which he may desire to include
in any such registration statement shall not be acceptable to the
managing underwriter or underwriters of the offering (acting
reasonably and in good faith), some or all of his Registered
Securities may be excluded or withdrawn from such registration
statement in accordance with the following provision: Optionee
shall have the right to include in such registration statement
such number (but only such number) of shares, as applicable, as
shall bear the same relationship to the total number of Units,
Warrants, or shares, as applicable, which the managing underwriter
or underwriters will permit to be included in such registration
statement by all holders of securities who wish to register
securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
9. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock
-4-
<PAGE>
split-ups, stock dividends, or other increases or reductions of the number of
Shares of its common stock outstanding without receiving compensation
therefor in money, services or property, the number of Shares of common stock
subject to the options hereby granted shall (a) if a net increase shall have
been effected in the number of outstanding shares of Optionor's common stock,
be proportionately increased and the cash consideration payable per Share
shall be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys' fees and costs, and the same shall be included in the
award and any judgment.
-5-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ Peter Bolton
------------------------------- --------------------------
Its: President
-------------------------------
-6-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of October 1, 1994 by and between
Anthony Malpas (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $4.00 per
share, and Optionor shall have the obligation to issue to Optionee, 100,000
shares of the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
-2-
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected
in the number of outstanding shares of Optionor's common stock, be
proportionately increased and the cash consideration payable per Share shall
be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares
of Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the
-3-
<PAGE>
Optionor within ten (10) business days after the mailing of such
notice, setting forth the number of securities which he intends to
sell in the public offering (the "Registered Securities"), and
requesting inclusion of such Registered Securities therein, the
Optionor agrees to include the Registered Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3 permit Optionee
to utilize a selling shareholders Registration Statement on Form
S-3. Notwithstanding the above, the Optionee may only have option
shares subject to this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the preceding
sentence underwritten by the same underwriter or underwriters on
terms no less favorable than those applicable to the shares
offered by the Optionor or other stockholders pursuant to such
registration statement, and agree, at the request of the Optionor
or such other stockholders, to join with the Optionor or such
other stockholders in executing appropriate underwriting
agreements with such underwriter or underwriters and to execute
appropriate powers of attorney and custodian agreements in forms
acceptable to the underwriter or underwriters, which agreements
shall not place any restrictions upon the sale or transfer of the
Registered Securities not otherwise placed on all other
shareholders whose shares are registered in such registration
statement. Optionee agrees that if, in spite of the best efforts
of the Optionor (which the Optionor agrees to use), the inclusion
of all of the Registered Securities which he may desire to include
in any such registration statement shall not be acceptable to the
managing underwriter or underwriters of the offering (acting
reasonably and in good faith), some or all of his Registered
Securities may be excluded or withdrawn from such registration
statement in accordance with the following provision: Optionee
shall have the right to include in such registration statement
such number (but only such number) of shares, as applicable, as
shall bear the same relationship to the total number of Units,
Warrants, or shares, as applicable, which the managing underwriter
or underwriters will permit to be included in such registration
statement by all holders of securities
-4-
<PAGE>
who wish to register securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any
-5-
<PAGE>
legal conclusions on which the decision is based. Judgment upon any award
rendered by the Arbitrator(s) may be entered in any court having jurisdiction
thereof. In any such proceeding, the prevailing party shall be entitled, in
addition to any other relief awarded or adjudged, such sum as the
Arbitrator(s) may fix as and for reasonable attorneys fees and costs, and the
same shall be included in the award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Anthony Malpas
------------------------------- --------------------------
ANTHONY MALPAS
Its: Chairman & CEO
-------------------------------
-6-
<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of March 1, 1997 by and between David
Bampton (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee has performed services for the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of 3
years Optionee shall have the right and option to purchase, at $5.75 per
share, and Optionor shall have the obligation to issue to Optionee, 12,000
shares of the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF
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<PAGE>
1933. THE SECURITIES MAY BE SOLD OR TRANSFERRED ONLY IF THEY
HAVE BEEN REGISTERED UNDER SAID ACT OR THERE EXISTS AN EXEMPTION
FROM REGISTRATION UNDER SAID ACT OR THE RULES AND REGULATIONS
THEREUNDER EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF
COUNSEL TO THE ISSUER OR TO THE HOLDER HEREOF REASONABLY
SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
Agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares
of Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the Optionor within ten (10)
business days after the mailing of such notice, setting forth the
number of securities which he intends to sell in the public
offering (the "Registered Securities"), and requesting inclusion
of such Registered Securities therein, the Optionor agrees to
include the Registered Securities in such registration statement
and related underwriting agreements (if any) or if the Optionor
eligible to use Form S-3 permit Optionee to utilize a selling
shareholders Registration Statement on Form S-3. Notwithstanding
the above, the Optionee may only have option shares subject to
this agreement so registered one time.
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<PAGE>
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the preceding
sentence underwritten by the same underwriter or underwriters on
terms no less favorable than those applicable to the shares
offered by the Optionor or other stockholders pursuant to such
registration statement, and agree, at the request of the Optionor
or such other stockholders, to join with the Optionor or such
other stockholders in executing appropriate underwriting
agreements with such underwriter or underwriters and to execute
appropriate powers of attorney and custodian agreements in forms
acceptable to the underwriter or underwriters, which agreements
shall not place any restrictions upon the sale or transfer of the
Registered Securities not otherwise placed on all other
shareholders whose shares are registered in such registration
statement. Optionee agrees that if, in spite of the best efforts
of the Optionor (which the Optionor agrees to use), the inclusion
of all of the Registered Securities which he may desire to include
in any such registration statement shall not be acceptable to the
managing underwriter or underwriters of the offering (acting
reasonably and in good faith), some or all of his Registered
Securities may be excluded or withdrawn from such registration
statement in accordance with the following provision: Optionee
shall have the right to include in such registration statement
such number (but only such number) of shares, as applicable, as
shall bear the same relationship to the total number of Units,
Warrants, or shares, as applicable, which the managing underwriter
or underwriters will permit to be included in such registration
statement by all holders of securities who wish to register
securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
9. ANTI-DILUTION. If prior to the exercise of any option granted hereunder
Optionor shall have effected one or more stock
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<PAGE>
split-ups, stock dividends, or other increases or reductions of the number of
Shares of its common stock outstanding without receiving compensation
therefor in money, services or property, the number of Shares of common stock
subject to the options hereby granted shall (a) if a net increase shall have
been effected in the number of outstanding shares of Optionor's common stock,
be proportionately increased and the cash consideration payable per Share
shall be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any legal conclusions
on which the decision is based. Judgment upon any award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. In any
such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the Arbitrator(s) may fix as and
for reasonable attorneys fees and costs, and the same shall be included in the
award and any judgment.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Mark Ellis By: /s/ David Bampton
------------------------------- --------------------------
Its: President
-------------------------------
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<PAGE>
OPTION AGREEMENT
THIS AGREEMENT is made effective as of October 1, 1994 by and between
Keith Shipton (hereinafter referred to as "Optionee"), and 4Front Software
International, Inc., a Colorado corporation (hereinafter referred to as
"Optionor").
RECITALS:
WHEREAS, Optionee is employed by the Optionor; and
WHEREAS, to compensate Optionee for its services to Optionor, Optionor
desires to grant to Optionee and Optionee is desirous of acquiring an option to
purchase shares of the common stock of Optionor, subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. INCORPORATION OF RECITALS. The parties hereby incorporate by this
reference the recitals set forth above.
2. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, Optionor hereby gives and grants to Optionee the right and option to
purchase theretofore authorized but unissued common shares of Optionor at such
time and for the purchase price specified below.
A. From the date hereof and up until and including a period of
five years Optionee shall have the right and option to purchase, at $4.00 per
share, and Optionor shall have the obligation to issue to Optionee, 100,000
shares of the authorized but unissued common shares of Optionor.
3. EXERCISE OF OPTION. Optionee may exercise any option granted hereunder
by notifying Optionor in writing of its intention to exercise such option. A
closing date shall then be agreed to in good faith no later than 30 days after
the notice, at which time Optionee shall pay the purchase price of the Shares
being purchased, and Optionor shall deliver to Optionee the certificates for
shares duly endorsed. Optionee may purchase all or any part of the Shares
subject to options granted hereby.
4. REPRESENTATIONS. Optionor represents and warrants to Optionee that
Optionee, upon proper exercise, shall receive good and marketable title to
the shares of Optionor underlying the options being granted hereby, free of
all pledges, liens and encumbrances, except as stated in paragraph 5.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby represents
and warrants that:
A. The options granted hereby and the Shares which will be purchased
by and delivered to Optionee upon exercise of such options are
being acquired by Optionee for his own account and not with a
view to resale or other disposition thereof.
B. Optionee will not sell, transfer, or make any other disposition
of any option or the shares to be purchased and delivered to
Optionee hereunder upon the exercise of such option unless and
until (a) such option or shares, as applicable, are included in a
registration statement or a post-effective amendment under the
Securities Act which has been filed by the Optionor and declared
effective by the Securities and Exchange Commission (the "SEC"),
or (b) in the opinion of counsel for the Optionor, no such
registration statement or post-effective amendment is required,
or (c) the SEC has first issued a "no action" letter regarding
any such proposed disposition of any option or the shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the
Optionor to deliver and transfer the shares to the Optionee upon any exercise of
any option shall be subject to the following:
A. Optionor may require Optionee, as an additional condition of its
obligation to deliver the shares upon exercise of any option
hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect
to the shares as may, in the opinion of counsel to Optionor, be
required to ensure compliance with the Securities Act, the
securities laws of any state, or any other applicable law,
regulation, or rule of any governmental agency.
B. Each certificate representing the shares issued pursuant to this
Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the
Securities Act with respect to the shares, each certificate
representing such shares shall be endorsed on its face with the
following legend or its equivalent:
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<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY
BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER
SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE
HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.
7. RESTRICTIONS. Optionee:
A. Shall not be entitled to any type of dividend declared by
Optionor, unless and until an option is exercised; and
B. Shall not be entitled to any voting rights by virtue of an
option; and
C. Acknowledges that the options granted hereby are personal to
Optionee and that Optionee may not sell, assign, transfer or
otherwise dispose of such options to any other person.
8. ANTI-DILUTION. If prior to the exercise of any option granted
hereunder Optionor shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of Shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Shares of common stock subject to the
options hereby granted shall (a) if a net increase shall have been effected
in the number of outstanding shares of Optionor's common stock, be
proportionately increased and the cash consideration payable per Share shall
be proportionately reduced; and (b) if a net reduction shall have been
effected in the number of outstanding Shares of Optionor's common stock, be
proportionately reduced and the cash consideration payable per Share be
proportionately increased.
9. PIGGYBACK REGISTRATION RIGHTS.
A. The Optionor will permit any option shares subject to this
agreement to be included, at the request of the Optionee in any
registration of securities of the Optionor (other than shares
of Common Stock pursuant to the Optionor's stock option plan or
stock purchase plan) under a registration statement filed by the
Optionor under the Securities Act. The Optionor shall provide
written notice to the Optionee at least 30 days prior to the
filing of any such registration statement sent by registered mail
to the address of record of the Optionee. If Optionee shall
deliver a written request to the
-3-
<PAGE>
Optionor within ten (10) business days after the mailing of such
notice, setting forth the number of securities which he intends to
sell in the public offering (the "Registered Securities"), and
requesting inclusion of such Registered Securities therein, the
Optionor agrees to include the Registered Securities in such
registration statement and related underwriting agreements (if
any) or if the Optionor eligible to use Form S-3 permit Optionee
to utilize a selling shareholders Registration Statement on Form
S-3. Notwithstanding the above, the Optionee may only have option
shares subject to this agreement so registered one time.
B. The parties hereto agree that if the offering is underwritten,
the Registered Securities shall be for purposes of the preceding
sentence underwritten by the same underwriter or underwriters on
terms no less favorable than those applicable to the shares
offered by the Optionor or other stockholders pursuant to such
registration statement, and agree, at the request of the Optionor
or such other stockholders, to join with the Optionor or such
other stockholders in executing appropriate underwriting
agreements with such underwriter or underwriters and to execute
appropriate powers of attorney and custodian agreements in forms
acceptable to the underwriter or underwriters, which agreements
shall not place any restrictions upon the sale or transfer of the
Registered Securities not otherwise placed on all other
shareholders whose shares are registered in such registration
statement. Optionee agrees that if, in spite of the best efforts
of the Optionor (which the Optionor agrees to use), the inclusion
of all of the Registered Securities which he may desire to include
in any such registration statement shall not be acceptable to the
managing underwriter or underwriters of the offering (acting
reasonably and in good faith), some or all of his Registered
Securities may be excluded or withdrawn from such registration
statement in accordance with the following provision: Optionee
shall have the right to include in such registration statement
such number (but only such number) of shares, as applicable, as
shall bear the same relationship to the total number of Units,
Warrants, or shares, as applicable, which the managing underwriter
or underwriters will permit to be included in such registration
statement by all holders of securities
-4-
<PAGE>
who wish to register securities in such registration statement.
C. Optionor shall pay all expenses associated with filing and
causing to become effective any registration statement and with
maintaining its effectiveness excepting only (i) the underwriting
discounts and commissions incurred directly on the sale of any of
Optionee's Registered Securities included therein, and (ii) legal
expense individually incurred by Optionee, said discounts,
commissions and legal expenses with respect to the sale of
Optionee's shares to be borne by Optionee.
10. NOTICE AND OPPORTUNITY TO CURE DEFAULT. In the event of a perceived
default of the provisions of this agreement, Optionor agrees to provide Optionee
and his counsel written notice of any default and Optionor shall have 10 days
from receipt of said notice to cure the stated default.
11. AGREEMENT TO PERFORM NECESSARY ACTS. The parties hereto agree to
cooperate fully with one another in executing all documents, certificates,
notices, filings and the like and performing all acts reasonably necessary to
carry out the intent of this agreement.
12. ASSIGNMENT AND TRANSFER. No option granted hereby may be assigned by
Optionee without the prior written consent of Optionor.
13. AMENDMENTS. This agreement may not be modified, amended or changed
except by an instrument in writing signed by the parties hereto.
14. ARBITRATION AND ATTORNEYS' FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, including without
limitation claims against either party, its affiliates employees, professionals,
officers or directors shall be settled by binding arbitration in Los Angeles,
California, in accordance with the Commercial Rules of the American Arbitration
Association. The arbitrator shall be an active member of the California bar. In
the proceeding, the arbitrator shall apply California substantive law and the
California Evidence Code, except that the arbitrator's authority in awarding
damages shall be interpreted under New York law. The arbitrator shall prepare an
award in writing, which shall include factual findings and any
-5-
<PAGE>
legal conclusions on which the decision is based. Judgment upon any award
rendered by the Arbitrator(s) may be entered in any court having jurisdiction
thereof. In any such proceeding, the prevailing party shall be entitled, in
addition to any other relief awarded or adjudged, such sum as the
Arbitrator(s) may fix as and for reasonable attorneys fees and costs, and the
same shall be included in the award and any judgment.
IN WITNESS WHEREOF, the parties have executed this option Agreement as of
the day and year first above written.
OPTIONOR OPTIONEE
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi By: /s/ Keith Shipton
------------------------------- --------------------------
KEITH SHIPTON
Its: Chairman & CEO
-------------------------------
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<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As Independent certified public accountants, we hereby consent to the use of our
report dated April 24, 1995 on the financial statements of 4Front Software
International, Inc. and Subsidiaries, and to the reference made to our firm
under the caption "Experts" included in or made part of the Registration
Statement.
/s/ AJ. Robbins, P.C.
AJ. ROBBINS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
AND CONSULTANTS
Denver, Colorado
January 6, 1998
<PAGE>
[LETTERHEAD]
PRIVATE & CONFIDENTIAL
The Directors
4Front Technologies, Inc.
5650 Greenwood Plaza Boulevard
Suite 107, Englewood
Colorado, 80111
Ladies and Gentlemen
4FRONT TECHNOLOGIES INC. (FORMERLY 4FRONT SOFTWARE INTERNATIONAL, INC.)
We consent to incorporation by reference in the registration statement on
Form S-8 of 4Front Technologies Inc. of our report dated April 28, 1997,
relating to the consolidated balance sheets of 4Front Technologies Inc and
subsidiaries as of January 31, 1997, and 1996, and the related consolidated
statements of earnings, retained earnings, and cash flows for each of the
years in the three-year period ended January 31, 1997, and all related
schedules, which report appears in the January 31, 1997 annual report on Form
10-K of 4Front Technologies Inc.
KPMG
London, England
January 2, 1998
