Serial Number [ ]
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Void after 5:00 p.m., New York Time, on May 15, 2001(unless extended as
provided below)
Option to Purchase certain
Shares of Common Stock,
dated May 16, 1996.
CERTIFICATE OF
OPTION TO PURCHASE COMMON STOCK
OF
CHEUNG LABORATORIES, INC.
This Is To Certify That, FOR VALUE RECEIVED, _______________________________,
his/her nominees, or assigns (hereinafter, the "Holder(s)") are entitled to
purchase, subject to the provisions of this Option (its successors, divisions or
additions), from Cheung Laboratories, Inc., a corporation duly organized, in
good standing within its domicile, and whose offices as of the date hereof are
at 10220-I Old Columbia Road, Columbia, MD 21046 (hereinafter, the "Company"),
________________________________( )shares of restricted and legended common
stock of the Company ("Common Stock") at a purchase price (the "Stock Purchase
Price") equal to Thirty Five Cents ($00.35 U.S.)per share in such amounts and at
such times as are provided herein. The Stock Purchase Price and, in some cases,
the number of shares purchasable hereunder are subject to adjustment as provided
in Section 3 of this Option. This Option shall be exercisable in whole or in
part at any time after May 16, 1996 (the " Commencement Date"), unless extended
in accordance with Section 9, not later than 5:00 P.M. (New York Time) on the
Expiration Date (as defined below), upon surrender to the Company at its
principle office at 10220-I Old Columbia Road, Columbia, Maryland 21046-1705,
Attention: Chairman of the Board of Directors (or at such other location as the
Company may advise Holder(s) in writing) of this Option properly endorsed with
the form of Subscription Agreement attached hereto duly filled in and signed and
upon payment in cash or cashier's check of the aggregate Stock Purchase Price
for the number of shares for which this Option is being exercised determined in
accordance with the provisions hereof. Unless extended in accordance with
Section 9, this Option and all rights hereunder, to the extent not exercised in
the manner set forth herein shall terminate and become null and void on the
Expiration Date."Expiration Date" means 5:00 P.M. (New York Time) on the fifth
anniversary of the Commencement Date. In the event that the Holder(s) does not
exercise this Option pursuant to the terms of this Option, then this Option
shall expire, be canceled, and be null and void.
This Option is subject to the following terms and conditions:
1. Exercise: Issuance of Certificates; Payment for Shares; Conversion
Right.
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1.1 Duration of Exercise of Option. This Option is exercisable
at the option of the Holder(s) at any time or from time to time after
the Commencement Date but not later than 5:00 P.M. (New York Time) on
the Expiration Date(unless extended in accordance with Section 9), for
all or a portion of the shares of Stock which may be purchased
hereunder. The Company agrees that the shares of Stock purchased under
this Option shall be and are deemed to be issued to Holder(s) as the
record owner of such shares at the close of business on the date on
which this Option shall have been surrendered and payment made for such
shares. Subject to the provisions of Section 2, certificates for the
shares of Stock so purchased, together with any other securities or
property to which Holder(s) is entitled upon such exercise, shall be
delivered to Holder(s) by the Company or its transfer agent at the
Company's expense within a reasonable time after the rights represented
by this Option have been exercised. Each stock certificate so delivered
shall be in such denominations of Stock as may be requested by
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Holder(s) and shall be registered in the name of Holder(s) or such
other name as shall be designated by Holder(s). If, upon exercise of
this Option, fewer than all of the shares of Stock evidenced by this
Option are purchased prior to the Expiration Date of this Option, one
or more new options substantially in the form of, and on the terms in,
this Option will be issued for the remaining number of shares of Stock
not purchased upon exercise of this Option.
2. Shares to Be Fully Paid: Reservation of Shares. The Company
covenants and agrees that all shares of Stock which may be issued upon the
exercise of this Option (the "Option Shares") shall, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable and free from all
preemptive rights of any stockholder and free of all taxes, liens, and charges
with respect to the issuance thereof. The Company will take all such reasonable
actions as may be necessary to assure that such shares of Stock may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange or automated quotation system
upon which the Stock may be listed.
3. Adjustment of Stock Purchase Price and Number of Shares. The Stock
Purchase Price and, in some cases, the number of shares purchasable upon the
exercise of this Option shall be subject to adjustment from time to time upon
the occurrence of certain events described in this Section 3.
3.1 Split or Combination of Stock and Stock Dividend: In case
the Company shall at any time subdivide its outstanding shares of Stock
into a greater number of shares or declare a dividend upon its Stock
payable solely in shares of Stock, the Stock Purchase Price in effect
immediately prior to such subdivision or declaration shall be
proportionally reduced, and the number of shares issuable upon exercise
of the Option shall be proportionately increased. Conversely, in case
the outstanding shares of Stock of the Company shall be combined into a
smaller number of shares (such as a reverse stock split, but not to
include the anticipated redemption of 20,000,000 shares of stock from
Mr. Gao Yu Wen) the Stock Purchase Price in effect immediately prior to
such combination shall be proportionately increased, and the number of
shares issuable upon exercise of the Option shall be proportionately
reduced.
3.2 Dilutive Issuances. If prior to completion of the
Company's Next Public Offering, the Company shall sell or issue at any
time after the Commencement Date of this Option and prior to its
termination, shares of Common Stock at a consideration per share less
than $00.35, or convertible securities with conversion rate less than
$00.35 per share, or Warrants or Options with strike price less than
$00.35 per share, then, upon such sale or issuance, the Stock Purchase
Price shall be reduced to the lowest of the above.
3.3 Notice of Adjustment. Promptly after adjustment of the
Stock Purchase Price or any increase or decrease in the number of
shares purchasable upon the exercise of this Option, the Company shall
give written notice thereof, by first-class mail, postage prepaid,
addressed to the registered Holder(s) of this Option at the address of
such Holder(s) as shown on the books of the Company. The notice shall
be signed by the Company's President or Chief Executive Officer and
shall state the effective date of the adjustment and the Stock Purchase
Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the
exercise of this Option, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based.
3.4 Notices. If at any time:
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3.4.1 the Company shall declare any cash dividend
upon its Stock;
3.4.2 the Company shall declare any dividend upon its
Stock payable in stock (other than a dividend payable solely
in shares of Stock) or make any special dividend or other
distribution to the Holder of its Stock;
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3.4.3 there shall be any consolidation or merger of
the Company with another corporation, or a sale of all or
substantially all of the Company's assets to another
corporation; or
3.4.4 there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Company
then, in any one or more of said cases, the Company shall give, by
certified or registered mail, postage prepaid, addressed to the
registered Holder(s) of this Option at the address of such Holder(s) as
shown on the books of the Company, (i) at least 30 days prior written
notice of the date on which the books of the Company shall close or a
record shall be taken for such dividend, distribution or subscription
rights or for determining rights to vote in respect of any such
dissolution, liquidation or winding-up; (ii) at least 10 days prior
written notice of the date on which the books of the Company shall
close or a record shall be taken for determining rights to vote in
respect of any such reorganization, reclassification, consolidation,
merger or sale, and (iii) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation
or winding-up, at least 30 days written notice of the date when the
same shall take place. Any notice given in accordance with clause (i)
above shall also specify, in the case of any such dividend,
distribution or option rights, the date on which the Holder of Stock
shall be entitled thereto. Any notice given in accordance with clause
(iii) above shall also specify the date on which the Holder(s) of Stock
shall be entitled to exchange their Stock for securities or other
property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, as
the case may be. If the Holder(s) of the Option does not exercise this
Option prior to the occurrence of an event described above, except as
provided in Sections 3.1 and 3.5, the Holder(s) shall not be entitled
to receive the benefits accruing to existing holders of the Stock in
such event. Notwithstanding anything herein to the contrary, if and to
the extent the Holder(s) chooses to exercise this Option within the
10-day period following receipt of the notice specified in clause (ii)
above, the Holder(s) may elect to pay the aggregate Stock Purchase
Price by delivering to the Company cash or a cashier's check in the
amount of the aggregate par value of the shares of Stock to be
purchased and the Holder's full recourse Promissory Note in the amount
of the balance of the aggregate Stock Purchase Price, which Note shall
be payable to the order of the Company in a single sum on the 30th day
following the date of receipt of such notice and shall bear interest at
the lowest applicable federal short-term rate (using monthly
compounding) as established pursuant to Section 1274(d) of the Internal
Revenue Code of 1986, as amended, or any successor provision; provided,
however, that if the Holder(s) elects to deliver such a Promissory Note
to the Company, the Holder(s) will pledge to the Company all Stock
issued in connection with the exercise of this Option, and the Company
shall retain possession of the certificates evidencing such Stock,
until such time as the Note is paid in full.
3.5 Changes in Stock. In case at any time following the
Commencement Date hereof, the Company shall be a party to any
transaction (including, without limitation, a merger, consolidation,
sale of all or substantially all of the Company's assets or
recapitalization of the Stock) in which the previously outstanding
Stock shall be changed into or exchanged for different securities of
the Company or common stock or other securities of another corporation
or interests in a noncorporate entity or other property (including
cash) or any combination of any of the foregoing (each such transaction
being herein called the "Transaction" and the date of consummation of
the Transaction being herein called the "Consummation Date"), then as a
condition of the consummation of the Transaction, lawful and adequate
provisions shall be made so that each Holder, upon the exercise hereof
on or before the Consummation Date, shall be entitled to receive, and
this Option shall thereafter represent the right to receive, in lieu of
the Stock issuable upon such exercise prior to the Consummation Date,
the highest amount of securities or other property to which such Holder
would actually have been entitled as a stockholder upon the
consummation of the Transaction if such Holder had exercised such
Option immediately prior thereto. The provisions of this Section 3.5
shall similarly apply to successive Transactions.
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4. Issue Tax. The issuance of certificates for shares of Stock upon the
exercise of the Option shall be made without charge to the Holder(s) of the
Option for any issue tax in respect thereof, provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any certificates in a name
other than that of the then Holder(s) of the Option being exercised.
5. No Voting or Dividend Rights; Limitation of Liability. Nothing
contained in this Option shall be construed as conferring upon the Holder(s)
hereof the right to vote or to consent or to receive notice as a stockholder in
respect of meetings of stockholders for the election of directors of the Company
or any other matters or any rights whatsoever as a stockholder of the Company.
Except for the adjustment to the Stock Purchase Price pursuant to Section 3.1 in
the event of a dividend on the Stock payable in shares of Stock, no dividends or
interest shall be payable or accrued in respect of this Option or the interest
represented hereby or the shares purchasable hereunder until, and only to the
extent that, this Option shall have been exercised. No provisions hereof, in the
absence of affirmative action by the Holder(s) to purchase shares of Stock, and
no mere enumeration herein of the rights or privileges of the Holder(s) hereof,
shall give rise to any liability of such Holder(s) for the Stock Purchase Price
or as a stockholder of the Company whether such liability is asserted by the
Company or by its creditors.
6. Exchange, Assignment or Loss of Option. Subject to applicable
securities laws and the terms of the legend set forth in Section 7.2 hereof,
this Option certificate is fully exchangeable and (by definition) assignable,
without expense, at the option of the Holder(s), upon presentation and surrender
hereof to the Company or at the office of its stock transfer agent, if any, for
other Option certificates of different denominations entitling the Holder(s)
hereof to purchase in the aggregate the same number of shares of Common Stock
purchasable hereunder.
Any assignment hereof shall be made by surrender of this Option to the Company
or at the office of its stock transfer agent, if any, with a written, executed
assignment, instructions and funds sufficient to pay transfer tax (if any);
whereupon the Company shall, without charge, execute and deliver a new Option
certificate in the name of the assignee(s) named in such instrument of
assignment and this Option certificate shall promptly be canceled. This Option
may be divided upon presentation hereof at the office of the Company or at the
office of its stock transfer agent, if any, together with a written notice,
specifying the names and denominations in which new Options are to be issued,
and signed by the Holder hereof. The terms "Option" and "Options" as used herein
include any Options issued in substitution for or replacement of this Option, or
into which this Option may be divided or exchanged.
Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Option, and, in the case of loss,
theft or destruction, of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Option, if mutilated, the Company will
execute and deliver a new Option of like tenure and date. Any such new Option
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Option so lost, stolen, destroyed
or mutilated shall be at any time enforceable by anyone. Nevertheless, neither
the Company or the Holder(s) anticipate that this Option or any successor Option
shall itself be registered (rather that the underlying shares shall be
registered), the Company shall not impose unreasonable burdens on the Holder(s)
with respect to indemnification if same becomes necessary.
7. Restrictions on Transferability of Securities; Compliance with
Securities Act.
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7.1 Restrictions on Transferability. This Option or the Option
Stock or any other security issued or issuable upon exercise of this
Option may not be sold, transferred or otherwise disposed of except to
a person who, in the opinion of counsel reasonably satisfactory to the
Company, is a person to whom this Option or such Option Stock may
legally be transferred pursuant to this Section 6 hereof without
registration and without the delivery of a current prospectus under the
Securities Act with respect thereto; and then only against receipt by
the Company of an agreement from such person to comply with the
provisions of this Section 7 with respect to any resale or other
disposition of such securities.
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7.2 Restrictive Legend. Each certificate representing the
Securities or any other securities issued in respect of the Securities
upon any stock split, stock dividend, recapitalization, merger,
consolidation or similar event, shall be stamped or otherwise imprinted
with a legend substantially in the following form (in addition to any
legend required under applicable state securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE
OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY, IS AVAILABLE.
8. Registration Rights. The Holder(s) of this Option shall have the
registration rights set forth as follows:
8.1 Demand Registration. If at any time, after the Next
Public Offering of registered Common Shares of the Company the
Holder(s) shall decide to sell or otherwise dispose of Option Stock
then owned or to be owned upon intended exercise of this Option by the
Holder(s) , then the Holder(s) may give written notice to the Company
of the proposed disposition, specifying the number of shares of Option
Stock to be sold or disposed of and requesting that the Company prepare
and file a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), covering such Option Stock.
The Company shall within 10 days thereafter give written notice to the
other Holders of Option or Option Stock of such request and each of the
other Holders shall have the option for a period of 30 days after
receipt by it (them) of notice from the Company to include its (their)
Option Stock in such registration statement. The Company shall use its
best efforts to cause an appropriate registration statement (the
"Registration Statement") covering such Option Stock to be filed with
the Securities and Exchange Commission (the "Commission") and to become
effective as soon as reasonably practicable and to remain effective
until the completion of the distribution of the Option Stock to be
offered or sold; provided, however, that not more than once in any
twelve month period the Company shall have the right to postpone for a
period of up to 60 days any demand made pursuant to this Option if the
underwriters for such offering advise the Company in writing that
market conditions make such a postponement advisable to the Company.
The Holder(s) whose Option Stock is (are) included in a Registration
Statement is (are) hereinafter referred to as the "Selling
Shareholder(s)".
Each notice delivered by a Selling Shareholder(s) to the Company
pursuant to this Section 8.1 shall specify the Option Stock intended to
be offered and sold by such Selling Shareholder(s), express such
Selling Shareholder(s) present intent to offer such Common Shares for
distribution, and contain the undertaking of such Selling
Shareholder(s) to provide all information and materials and to take all
action as may be required in order to permit the Company to comply with
all applicable requirements of the Securities Act, and any rules and
regulations promulgated thereunder, and to obtain acceleration of the
effective date of such Registration Statement.
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The Company shall not be obligated to file more than three Registration
Statements pursuant to the foregoing provisions of this Section 8.1.
The Company shall bear all of the Costs and Expenses of the first such
registration. The Selling Shareholder(s) shall bear the costs and
expenses of all further registrations pursuant to this Section 8.1. A
demand for registration under this Section 8.1 will not count as such
until the Registration Statement has become effective.
8.2 Shelf Registration By Original Holder. At any time
and from time to time during the term of this Option or its successors,
the original Holder(s), and only the original Holder(s) may demand (and
actually expects) that the Company will file a Registration Statement
with the Commission for the registration of underlying shares issuable
upon exercise of this Option or any part thereof, whether or not said
Option has, in the interim been assigned or re-assigned to other
parties.
In this event, the Company shall pay all of the Costs and Expenses of
said Registration for each such demand except that the Holder(s) shall
be responsible, if such demand is made by the Holder(s) during a period
in which the Company is unable or unqualified to file a "short form"
S-3 Statement (or its then relevant equivalent) for paying all of the
Costs and Expenses of said Registration which are estimated to exceed
costs for a similar Registration assuming the Company had been, as of
the date of the demand, a reporting Company for three (3) years and
could file a "short form" statement. In this case, the costs payable by
the Holder(s) shall be determinable by securities counsel to the
Company and both the Company and the Holder(s) are entitled to rely on
such an estimate.
Once filed, the Company shall be obligated to continue this "shelf
registration" for the maximum time allowable under the then relevant
regulations, at its sole expense.
8.3 Incidental Registration. Other than as covering in
Section 8.2 hereof, if at any time the Company shall propose the filing
of a Registration Statement on an appropriate form under the Securities
Act for the registration of any securities of the Company, other than a
registration statement on Form S-4 or S-8 or any equivalent form of
registration statement then in effect, then the Company shall give the
Holder(s) notice of such proposed registration and shall include in any
Registration Statement relating to such securities all or a portion of
the Option Stock then owned or to be owned by such Holder(s), which
such Holder(s) shall request (such Holder(s) to be considered "Selling
Shareholder(s)"), by notice given by such Selling Shareholder(s) to the
Company within 15 business days after the giving of such notice by the
Company, to be so included. In the event of the inclusion of Option
Stock pursuant to this Section 8.3, the Company shall bear the Costs
and Expenses of such registration; provided, however that the Selling
Shareholder(s) shall pay the fees and disbursements of their own
counsel and, pro-rata based upon the number of shares of Option Stock
included therein as these relate to the total number of Common Shares
to be offered or sold, the Securities Act registration fees and
underwriters discounts and compensation attributable to the inclusion
of such Option Stock. Nothing in this Section 8.3 shall require the
registration of Option Stock in a Registration Statement relating
solely to (a) securities to be issued by the Company in connection with
the acquisition of the stock or the assets of another corporation, or
the merger or consolidation of any other corporation by or with the
Company or any of its subsidiaries, or an exchange offer with any
corporation, (b) securities to be offered to the then existing security
holders of the Company, or (c) securities to be offered to employees of
the Company. In the event the distribution of securities of the Company
covered by a Registration Statement referred to in this Section 8 is to
be underwritten, then the Company's obligation to include Option Stock
in such a Registration Statement shall be subject, at the option of the
Company, to the following further conditions:
(a) The distribution for the account of the Selling
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Shareholders shall be underwritten by the same underwriters who are
underwriting the distribution of the securities for the account of the
Company and/or any other persons whose securities are covered by such
Registration Statement and the Selling Shareholder(s) shall enter into
an agreement with such underwriters containing customary provisions.
(b) If the Selling Shareholders are included in the
Registration Statement and if the underwriting agreement entered into
with the aforesaid underwriters contains restrictions upon the sale of
securities of the Company, other than the securities which are to be
included in the proposed distribution, for a period not exceeding 90
days from the effective date of the Registration Statement, then such
restrictions shall be binding upon the Selling Shareholder(s) with
respect to any Option Stock not covered by the Registration Statement
and, if requested by the underwriter, the Selling Shareholder(s) shall
enter into a written agreement to that effect.
(c) If the underwriters shall state in writing that they
are unwilling to include any or all of the Selling Shareholder(s)'
Option Stock in the proposed underwriting because such inclusion would
materially interfere with the orderly sale and distribution of the
securities being offered by the Company, then the number of the Selling
Shareholder(s)' shares of Option Stock to be included shall be reduced
pro rata on the basis of the number of shares of Option Stock
originally requested to be included by such Selling Shareholder(s), or
there shall be no inclusion of the shares of the Selling Shareholder(s)
in the Registration Statement not proposed distribution, in accordance
with such statement by the underwriters.
However, if in such an event, the Holder(s) hereof shall not be able to
include at least fifty percent (50%) of the Option Stock originally
requested to be included, then the Company shall agree to pay all of
the Costs and Expenses of a Shelf Registration to be filed at a later
date.
9. Renewal of Exercise Rights. If, while this Option or any portion
of it remains in effect, Holder(s) wish to extend their rights to exercise all
or a portion of this Option which would otherwise expire and be lost to them,
they may do so by paying to the Company Five Cents($00.05) per common share
pertaining to that portion of the Option which would otherwise expire (the
"Renewal Fee") and the Company shall extend that portion of the Option for a
further period of five (5) years from the date of receipt of the Renewal Fee
but, in no case, beyond 5:00 p.m., New York Time, on May 15, 2006, and shall
issue a new Option, identical in every respect to this Option, except that such
new Option shall reflect the fact that Holder(s) shall have an additional five
(5) years to exercise their rights to purchase that portion of the Option Stock
for which they have paid a Renewal Fee. Payment of the Renewal Fee will confirm
no new rights upon the Holder(s) except to extend and renew the time period
during which Holder(s) may exercise existing rights under this Option. This
provision extends to this Option and all successor Option issuable hereunder.
10. Modification and Waiver. This Option and any provision hereof
may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of the same is sought.
11. Notices. Any notice, request or other document required or
permitted to be given or delivered to the Holder(s) hereof or the Company shall
be delivered or shall be sent by certified or registered mail, postage prepaid,
to each such Holder at its address as shown on the books of the Company or to
the Company at the address indicated therefor in the first paragraph of this
Option.
12. Fractional Shares. No fractional shares shall be issued upon
exercise of this Option. The Company shall, in lieu of issuing any fractional
share pay the Holder(s) entitled to such fraction a sum in cash equal to the
fair market value of any such fractional interest as it shall appear on the
public market, or if there is no public market for such shares, then as shall be
reasonably determined by the Company.
13. Description Headings and Governing Law. The descriptive headings
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of the several sections and paragraphs of this Option are inserted for
convenience only and do not constitute a part of this Option. This Option shall
be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the internal laws of the State of Maryland.
14. Validity. If any term, provision, covenant or restriction of
this Option is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the Company agrees that such term, provision, covenant or
restriction shall be reformed to the extent possible consistent with such
judicial holding to reflect the intent of the Company and the original Holder as
stated herein and the remainder of the terms, provisions, covenants and
restrictions of this Option shall remain in full force and effect and shall in
no way be affected, impaired or invalidated. It is hereby stipulated and
declared to be the intention of the Company that it would have executed this
Option including the remaining terms, provisions, covenants and restrictions
without including any of such provision of term which may be hereafter declared
invalid, void or unenforceable.
IN WITNESS WHEREOF, the Company has caused this Option(Serial
Number:_________) to be executed by its officer, thereunto duly authorized as of
this 16th day of May, 1996.
CHEUNG LABORATORIES, INC.
By:___________________________
Signature
By: Augustine Y. Cheung
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Print Name
Title: President and Chief Executive Officer
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