EXHIBIT C
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT is made as of the _______ day of __________,
1999, by and between Spectrum Information Technologies, Inc. a Delaware
Corporation (the "Company") and Powers & Co. (the "Optionee").
WHEREAS, the Company and the Optionee have entered into a Stock Purchase
Agreement dated July 26, 1999, providing for the sale to the Optionee of shares
of common stock, par value $0.001 per share, of The Company (the "Common
Stock"), and the stock option described herein for an aggregate purchase price
of $1,250,000, subject to conditions precedent set forth therein; and
WHEREAS, the conditions precedent set forth in such Stock Purchase
Agreement have been satisfied;
NOW, THEREFORE, in consideration of the payment described, the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the parties hereto agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (hereafter called this "Option"), to purchase all or any part of an
aggregate of 500,000 shares of Common Stock on the terms and conditions set
forth herein.
2. EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration
dates as to the share underlying this Option shall be as follows:
Number of Share Exercise Price Expiration Date
- --------------- --------------- ----------------
500,000 $2.50 per share ______________, 2004
3. DURATION. This Option shall become exercisable upon issuance of this
Agreement and shall remain exercisable at the stated price through the
expiration date set forth above. To facilitate partial transfer, exercise or
sale, this Option may be subdivided into options in smaller denominations upon
the Optionee's request in writing from time to time.
4. LIMITATION ON DISPOSITION. This Option and shares of Common Stock
underlying this Option have not been registered under the Securities Act of 1933
(the "Act") or under applicable state securities laws and, therefore, cannot be
sold, assigned, or otherwise transferred unless subsequently registered under
the Act and under applicable state securities laws or an exemption from such
registration is then available. The Optionee hereby agrees that it will not
sell, assign, or transfer this Option or the shares of Common Stock underlying
this Option unless they are registered under the Act and under applicable state
securities laws or an exemption from such registration is then available,
according to a legal opinion reasonably acceptable to the Company.
5. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivering written notice to the
Chief Executive Officer or Treasurer of the Company at its principal office no
less than three days in advance of the proposed exercise date. Such notice shall
specify the number of shares of Common Stock with respect to which this Option
is being exercised and the effective date of the proposed exercise and shall be
signed by the Optionee. The notice shall be accompanied by a certified check or
cash in the amount of the aggregate option exercise price for such number of
shares. In no event shall stock be issued or certificates be delivered until
full payment shall have been received by the Company as to such exercise or
partial exercise, nor shall the Optionee have any right or status as a
shareholder of such underlying shares prior to such exercise. Certificates for
shares of Common Stock purchased upon the exercise of this Option shall be
delivered to the Optionee as soon as practicable following the effective date on
which this Option is exercised.
6. ADJUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the Common Stock of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Common Stock as a dividend or upon a stock split,
then the number of shares subject to the unexercised portion of this Option
shall be appropriately adjusted by the Board of Directors of the Company. Any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of this Option. If, in the event of a
merger or consolidation, the Company is not the surviving corporation, and the
event that the agreement of merger or consolidation does not provide for the
substitution of a new option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of the Company, the Optionee shall have the right immediately prior
to the effective date of such merger, consolidation, dissolution or liquidation,
to exercise this Option in whole or in part, provided, however, that this Option
shall not be exercisable in whole or in part later than the date noted in
paragraph 2 above. Any adjustments made pursuant to this paragraph shall be made
by the Board of Directors of the Company, whose good faith determination in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof, shall be final, binding and conclusive. In computing any adjustment
hereunder, any fractional share which might otherwise become subject to this
Option shall be eliminated.
SPECTRUM INFORMATION TECHNOLOGIES, INC
By:__________________________________________________
OPTIONEE
POWERS & CO.
By:__________________________________________________
Lawrence M. Powers, Owner/Sole Proprietor
-2-