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EXHIBIT 20. (b).
"THE OPTIONS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED MAY NOT BE OFFERED OR SOLD,
TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE
DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION
SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (iv) BY WILL OR OPERATION OF
LAW."
EXERCISABLE AT ANY TIME AFTER
AUGUST 20, 1999
Option No. EEI-1
OPTION CERTIFICATE
This Option Certificate certifies that Environmental Energy, Inc. is
the registered holder of Options to purchase, at any time from after August 20,
1999 and until the expiration date of August 19, 2004, up to 1,120,000 of fully
paid shares of common stock Shares (the "Shares") of Daugherty Resources, Inc.
(the "Company"), at the exercise price, subject to adjustment in the event of a
stock split or consolidation, of ONE DOLLAR AND N0/CENTS (US $1.00) per Share
(the "Exercise Price") upon surrender of this Option Certificate and payment of
the Exercise Price at the principal executive office of the Company, but subject
to the conditions set forth herein. This Option Certificate expires on August
19, 2004 at which time all rights hereunder to purchase the Shares of Daugherty
Resources, Inc. shall cease. Payment of the Exercise Price shall be made by
certified or official bank check or wire transfer in New York Clearing House
funds payable to the order of the Company.
The Options evidenced by this Option Certificate are part of a duly
authorized issue of Options.
Upon due presentment for transfer of this Option Certificate at the
principal executive office of the Company, a new Option Certificate or Option
Certificates of like tenor and evidencing in the aggregate a like number of
Options shall be issued to the transferee(s) in exchange for this Option
Certificate, subject to the limitations provided herein and in the Agreement,
without any charge except for any tax or other governmental charge imposed in
connection with such transfer.
Upon the exercise of less than all of the Options evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new Option
Certificate representing such numbered of unexercised Options.
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The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Option Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone or any attempt by the
registered owner to assign or transfer except in compliance with the conditions
contained above), for the purpose of any exercise hereof, and of any
distribution to the holder(s) hereof, and for all other purposes, and the
Company shall not be affected by any notice to the contrary.
This Option Certificate does not entitle any Option holder to any of
the rights of a shareholder of the Company.
IN WITNESS WHEREOF, the Company has caused this Option Certificate to be duly
executed under its corporate seal.
Dated as of AUGUST 20, 1999.
DAUGHERTY RESOURCES, INC.
By:/s/ William S. Daugherty
-------------------------
Williams S. Daugherty
President and CEO
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FORM OF ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise the right, represented by
Option Certificate No. EEI-____, to purchase Shares (as defined in the Agreement
described below) and herewith tenders in payment for such securities a certified
or official bank check or wire transfer payable in New York Clearing House
Funds, or a combination thereof to the order of Daugherty Resources, Inc., (the
"Company") in the amount of $____________, all in accordance with the terms of
the Option Agreement by and between Daugherty Resources, Inc. and Environmental
Energy, Inc. dated _______________, 1999. The undersigned Optionholder requests
that a certificate for such securities be registered in his/her name with the
following address: _____________________________________ and that such
certificate be delivered to _________________________whose address is
___________________________, and if said number of Shares shall not be all the
Shares purchasable hereunder, that a new Option Certificate for the balance of
the Shares purchasable under the within Option Certificate be registered in the
name of the undersigned Optionholder as below indicated and delivered to the
address stated below.
Dated:______________________
Signature:
---------------------------------
(Signature must conform in all respects to
name of holder as specified on the face of the
Option Certificate.)
Address:
---------------------------------
(Insert Social Security or Other Identifying
Number of Holder)
Signature Guaranteed:
(Signature must be guaranteed by a bank, savings and loan association,
stockbroker, or credit union with membership in an approved Signature Guaranty
Medallion Program pursuant to Securities Exchange Act Rule 17Ad-15.)
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FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder
desires to transfer the Option Certificate.)
FOR VALUE RECEIVED _______________________ here sells, assigns and
transfers unto _______________________________________[NAME OF TRANSFEREE]
Option Certificate No. _____, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
_________________________ Attorney, to transfer the within Option Certificate on
the books of the within-named Company, with full power of substitution.
Dated:________________
Signature:
---------------------------------
(Signature must conform in all respects to
name of holder as specified on the face of
the Option Certificate.)
Address:
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(Insert Social Security or Other
Identifying Number of Holder
Signature Guaranteed:
(Signature must be guaranteed by a bank, savings and loan association,
stockbroker, or credit union with membership in an approved signature guaranty
Medallion Program pursuant to Securities Exchange Act Rule 17Ad-15.) 2
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