THIS OPTION AND THE UNDERLYING COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. THIS OPTION HAS
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND
THIS OPTION AND THE UNDERLYING COMMON STOCK MAY NOT BE SOLD, MORTGAGED, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS,
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT OR LAWS.
MYO DIAGNOSTICS, INC.
STOCK OPTION AGREEMENT
OPTION AGREEMENT made as of the 23rd day of March, 1995 between Myo
Diagnostics, Inc, a California corporation (hereafter called the "Company"), and
Steve Nelson (hereafter called the "Optionee").
1. GRANT OF OPTION.
The Company hereby irrevocably grants to the Optionee the right and option
to purchase all or any part of an aggregate of Fifteen Thousand (15,000) shares
of its common stock, $ .01 par value (the "Shares"), on the terms and conditions
herein set forth.
2. EXERCISE PRICE.
The exercise price of each of the Shares covered by the Option shall be $
.10 representing the fair market value as of the date hereof.
3. TIME AND MANNER OF EXERCISE OF OPTION.
(a) This Option shall be exercisable in accordance with the schedule
attached hereto as Schedule A and immediately prior to the acceptance of an
offer made to acquire all or a majority of the shares of the company.
(b) To the extent that the right to exercise this Option has accrued and
is in effect, this Option may be exercised by giving written notice, signed by
the person or persons exercising the Option, to the Company, stating the number
of Shares with respect to which the Option is being exercised, accompanied by
payment in full by cash or certified check for such Shares, provided, however,
that no less than One Thousand (1,000) Shares may be purchased upon any one
exercise of this Option unless the number of Shares purchased at such time is
the total number of Shares in respect of which this Option is then exercisable.
Upon such exercise, instructions shall be given to issue and deliver to the
Optionee a certificate for paid-up non-assessable Shares.
4. TERM OF OPTION.
This Option shall expire the earlier of either i) one year from the date of
an Initial Public Offering of the Company's shares, or ii) upon acceptance of an
offer made to acquire all or a majority of the shares of the Company.
5. ADJUSTMENTS
In the event of any change in the outstanding Common Stock of the Company
by reason of stock dividends, split-ups, consolidations, recapitalizations, or
reorganizations, an appropriate and proportionate adjustment shall be made by
the Company in the number of shares subject to this Option and in the exercise
price per share with respect to any unpurchased shares hereunder. Any such
adjustment hereto shall be made without a change in the total exercise price
applicable to such unpurchased shares but with a corresponding adjustment in the
per share exercise price. No fractional shares of Common Stock shall be issued
under this Option on account of under this Section 5.
6. TRANSFERABILITY OF THE OPTION
The Optionee may transfer the Shares to or for the benefit of any spouse,
child or grandchild, or to a trust for their benefit, or by the will or the laws
of descent and distribution.
7. RESTRICTIONS
(a) In the event the Optionee owns more than 5% of, becomes employed by or
associated with or is in any fiduciary relationship with a competitor of the
Company, the options shall be exercised and transferred to the Company at a
value of $.10 per share.
(b) In the event that more than 6% of the outstanding shares of the Company
are purchased by an individual or entity, these options shall be exercised and
transferred, upon the Company's request, to the purchaser at a value equal to
the value received by the shareholders
8. PURCHASE FOR INVESTMENT
The Shares to be issued upon exercise of this Option are unregistered
shares and are subject to Rule 144 under the Securities Act of 1933 as now in
force or hereafter amended. The person who exercises this option is acquiring
the Shares as an investment and not with the view to, or for sale in connection
with, the distribution of any such Shares, and that he will make no transfer of
the same except in compliance with any rules and regulations in force at the
time of transfer under the Securities Act of 1933, or any other applicable law,
and a legend to this effect will be endorsed upon the securities so issued.
IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement to
be duly executed by its officer thereunto duly authorized, and the Optionee has
hereunto set his hand and seal as of the date and year first above written.
MYO DIAGNOSTICS INC.
By /s/ Gerald D. Appel
-----------------------------
Gerald D. Appel, President
Attest:
/s/
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Optionee:
/s/
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Bearer
Address:
444 31st Street
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Manhattan Beach, CA 90266
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MYO DIAGNOSTICS, INC.
STOCK OPTION AGREEMENT
SCHEDULE A
Name of Optionee Steve Nelson
Date of Grant March 23, 1995
Number of Options 15,000
Shares: 15,000
Vested: March 23, 1995