EXHIBIT 2(c)
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER ANY APPLICABLE STATE SECURITIES LAW
AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION UNDER THE ACT OR AN OPINION OF COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.
OPTION CERTIFICATE
To Purchase 1,579,000 Shares of Common Stock of:
A.S.V., INC.
THIS IS TO CERTIFY THAT CATERPILLAR INC. (the "Holder"), or Holder's
registered assigns, is entitled to purchase from A.S.V., Inc., a Minnesota
corporation (the "Company"), up to 1,579,000 shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), on the terms and
conditions hereinafter set forth. This option is being issued in connection with
a Securities Purchase Agreement between the Company and the Holder dated October
14, 1998 (the "Purchase Agreement"). Capitalized terms used but not defined
herein shall have the meanings set forth in the Purchase Agreement.
I. GRANT OF OPTION
1.1 GRANT. The Company hereby grants the Holder an option to purchase 1,579,000
shares of Common Stock at a purchase price of $18.00 per share, exercisable in
whole or in part at any time and from time to time from the date hereof until
6:00 p.m. on the first anniversary of the date hereof, subject to earlier
termination, if any, as provided in Article V (the "Option" and the shares to be
issued upon the exercise thereof, the "Option Shares").
1.2 SHARES TO BE ISSUED; RESERVATION OF SHARES. The Company covenants and agrees
that (1) all Option Shares will upon issuance in accordance with the terms
thereof be duly authorized, validly issued and outstanding, fully paid and
non-assessable, and free from all taxes, liens and charges with respect to the
issuance thereof, (2) the Company will from time to time take all actions
necessary to assure that the par value per share of the Common Stock is at all
times equal to or less than the applicable purchase price per Option Share, and
(3) the Company will at all times during the exercise period have authorized and
reserved sufficient shares of Common Stock to provide for the exercise of the
Option in full.
II. ADJUSTMENTS TO OPTION RIGHTS
2.1 STOCK SPLITS AND COMBINATIONS. If the Company shall combine all of the
outstanding Common Stock proportionately into a smaller number of shares, the
number of Option Shares issuable to the Holder upon exercise of the Option shall
be proportionately decreased and the purchase price per Option Share hereunder
in effect immediately prior to such combination shall be proportionately
increased, as of the effective date of such combination, as follows: (a) the
number of Option Shares purchasable upon the exercise of the Option immediately
prior to the effective date of such combination shall be adjusted so that the
Holder of the Option exercised on or after that date shall be entitled to
receive the number and kind of Option Shares which the Holder of the Option
would have owned and been entitled to receive as a result of the combination had
the Option been exercised immediately prior to that date, and (b) the purchase
price per Option Share in effect immediately prior to such adjustment shall be
adjusted by multiplying such purchase price by a fraction, the numerator of
which is the aggregate number of shares of Common Stock purchasable upon
exercise of the Option immediately prior to such adjustment, and the denominator
of which is the aggregate number of shares of Common Stock purchasable upon
exercise of the Option immediately thereafter. If the Company shall effect a
subdivision of the outstanding Common Stock, the number of Option Shares
issuable to the Holder upon exercise of the Option shall be proportionally
increased and the purchase price per Option Share hereunder in effect prior to
such subdivision shall be proportionately decreased, as of the effective date of
such subdivision, as follows: (a) the number of Option Shares purchasable upon
the exercise of the Option immediately prior to the effective date of such
subdivision, shall be adjusted so that the Holder of the Option exercised on or
after that date shall be entitled to receive the number and kind of Option
Shares which the Holder of the Option would have owned and been entitled to
receive as a result of the subdivision had the Option been exercised immediately
prior to that date (pro rated in the case of any partial exercise), and (b) the
purchase price per Option Share in effect immediately prior to such adjustment
shall be adjusted by multiplying the purchase price by a fraction, the numerator
of which is the aggregate number of shares of Common Stock purchasable upon
exercise of the Option immediately prior to such adjustment, and the denominator
of which is the aggregate number of shares of Common Stock purchasable upon
exercise of the Option immediately thereafter.
2.2 STOCK DIVIDENDS AND DISTRIBUTIONS. If the Company shall make or fix a record
date for the holders of Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock, then the number of
Option Shares issuable to the Holder upon exercise of the Option shall be
proportionately increased and the purchase price per Option Share hereunder in
effect prior to the time of such issuance or the close of business on such
record date shall be proportionately decreased, as of the time of such issuance,
or in the event such record date is fixed, as of the close of business on such
record date, as follows: (a) the number of Option Shares purchasable upon the
exercise of the Option immediately prior to the time of such issuance or the
close of business on such record date shall be adjusted so that the Holder of
the Option exercised after that date shall be entitled to receive the number and
kind of Option Shares which the Holder of the Option would have owned and been
entitled to receive as a result of the dividend or distribution had the Option
been exercised immediately prior to that date (pro rated in the case of any
partial exercise), and (b) the purchase price in effect immediately prior to
such adjustment shall be adjusted by multiplying such purchase price by a
fraction, the numerator of which is the aggregate
2
number of shares of Common Stock purchasable upon exercise of the Option
immediately prior to such adjustment, and the denominator of which is the
aggregate number of shares of Common Stock purchasable upon exercise of the
Option immediately thereafter.
2.3 OTHER DIVIDENDS AND DISTRIBUTIONS. If the Company shall make or fix a record
date for the holders of Common Stock entitled to receive a dividend or other
distribution payable in securities of the Company other than shares of Common
Stock, then lawful and adequate provision shall be made so that the Holder of
the Option shall be entitled to receive upon exercise of the Option, for the
aggregate purchase price in effect prior thereto, in addition to the number of
Option Shares immediately theretofore issuable upon exercise of the Option, the
kind and number of securities of the Company which the Holder would have owned
and been entitled to receive had the Option been exercised immediately prior to
that date (pro rated in the case of any partial exercise).
2.4 RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If the Common Stock is changed
into the same or a different number of shares of any class or classes of stock,
whether by recapitalization, reclassification or otherwise (other than a
subdivision or combination of shares or stock dividend or a reorganization,
merger, consolidation or sale of assets, provided for elsewhere in this Article
II), then the Holder of the Option shall be entitled to receive upon exercise of
the Option, in lieu of the Option Shares immediately theretofore issuable upon
exercise of the Option, for the aggregate purchase price in effect prior
thereto, the kind and amount of stock and other securities and property
receivable upon such recapitalization, reclassification or other change, by the
holders of the number of shares of Common Stock for which such Option could have
been exercised immediately prior to such recapitalization, reclassification or
change (pro rated in the case of any partial exercise).
2.5 REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If any of the
following transactions (each, a "Special Transaction") shall become effective:
(i) a capital reorganization (other than a recapitalization, subdivision,
combination, reclassification or exchange of shares provided for elsewhere in
this Article II), (ii) a consolidation or merger of the Company with and into
another entity, or (iii) a sale or conveyance of all or substantially all of the
Company's assets, then as a condition of any such Special Transaction, lawful
and adequate provision shall be made so that the Holder of the Option shall
thereafter have the right to purchase and receive upon exercise of the Option,
in lieu of the Option Shares immediately theretofore issuable upon exercise of
the Option, for the aggregate purchase price in effect immediately prior to such
consummation, such shares of stock, other securities, cash or other assets as
may be issued or payable in and pursuant to the terms of such Special
Transaction to the holders of shares of Common Stock for which such Option could
have been exercised immediately prior to such Special Transaction (pro rated in
the case of any partial exercises). In connection with any Special Transaction,
appropriate provision shall be made with respect to the rights and interests of
the Holder of the Option to the end that the provisions of the Option (including
without limitation provisions for adjustment of the purchase price and the
number of Option Shares issuable upon the exercise of the Option), shall
thereafter be applicable, as nearly as may be practicable, to any shares of
stock, other securities, cash or other assets thereafter deliverable upon the
exercise of the Option. The Company shall not effect
3
any Special Transaction unless prior to or simultaneously with the closing, the
successor entity (if other than the Company), if any, resulting from such
consolidation or merger or the entity acquiring such assets shall assume by a
written instrument executed and mailed by certified mail or delivered to the
Holder of the Option at the address of the Holder appearing on the books of the
Company, the obligation of the Company or such successor corporation to deliver
to the Holder such shares of stock, securities, cash or other assets, as in
accordance with the foregoing provisions, which the Holder shall have the right
to purchase.
2.6 SALES BELOW OPTION EXERCISE PRICE.
(a) In the event the Company shall sell and issue shares of Common
Stock, or rights, options, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of Common Stock
(excluding (i) shares, rights, options, warrants or convertible or exchangeable
securities issued in any of the transactions described in Sections 2.1, 2.2,
2.3, 2.4 or 2.5 above, (ii) shares issuable upon exercise of currently
outstanding options, warrants and convertible securities and (iii) options
issued to employees or directors of the Company or shares issued upon exercise
thereof, provided the exercise price of any such options on the date of grant
shall be equal to or greater than the fair market value as of such date) at a
price per share less than the purchase price per Option Share in effect as of
the date the Company fixes the offering price of such shares, rights, options,
warrants or convertible or exchangeable securities, then the purchase price per
Option Share shall immediately be reduced to a price determined by multiplying
the then current purchase price per Option Share by a fraction (i) the numerator
of which shall be the number of shares of Common Stock outstanding at the close
of business on the date next preceding the date of such issue or sale, plus the
number of shares of Common Stock which the aggregate consideration received by
the Company for the total number of shares of Common Stock, or rights, options,
warrants or convertible or exchangeable securities so issued would purchase at
the then current purchase price per Option Share, and (ii) the denominator of
which shall be the number of shares of Common Stock outstanding at the close of
business on the date of such issuance after giving effect to such issuance.
(b) For the purpose of making any adjustment required under this Section 2.6,
the consideration received by the Company for any issue or sale of securities
shall (A) to the extent it consists of cash be computed at the gross amount of
cash received by the Company before deduction of any expenses payable by the
Company and any underwriting or similar commissions, compensation or concession
in connection with such issue or sale, (B) to the extent it consists of property
other than cash, be computed at the fair value of that property as determined by
the Company's Board of Directors in good faith, (C) if such shares of Common
Stock or rights, options, warrants or convertible securities are issued or sold
together with other stock or securities or other assets of the Company for a
consideration which covers both, be computed as that portion of the
consideration so received that may be reasonably determined by the Board of
Directors of the Company in good faith to be allocated to such shares of Common
Stock, or rights, options, warrants or convertible or exchangeable securities,
and (D) if the issuance shall be of such rights, options, warrants or
convertible or exchangeable securities, be determined by dividing (X) the total
amount receivable
4
by the Company in consideration of the sale and issuance of such rights,
options, warrants or convertible or exchangeable securities, plus the total
consideration payable to the Company upon exercise, conversion or exchange
thereof by (Y) the total number of shares of Common Stock covered by such
rights, options, warrants or convertible or exchangeable securities.
(c) Upon each adjustment of the purchase price per Option Share pursuant to
Section 2.6 hereof, the Option shall thereupon evidence the right to purchase
that number of shares of Common Stock (calculated to the nearest hundredth of a
share) obtained by multiplying the number of shares of Common Stock purchasable
upon exercise immediately prior to such adjustment by the purchase price per
Option Share in effect immediately prior to such adjustment and dividing the
product so obtained by the purchase price per Option Share in effect immediately
after such adjustment. The adjustment pursuant to this Section 2.6 to the number
of shares of Common Stock purchasable upon exercise of a Option shall be made
each time an adjustment of the purchase price is made pursuant to Section 2.6
hereof.
2.7 LIQUIDATION. If the Company shall, at any time prior to the expiration of
this Option, dissolve, liquidate or wind up its affairs, the Holder shall have
the right, but not the obligation, to exercise this Option. Upon such exercise,
the Holder shall have the right to receive, in lieu of the shares of Common
Stock that the Holder otherwise would have been entitled to receive upon such
exercise, the same kind and amount of assets as would have been issued,
distributed or paid to the Holder upon any such dissolution, liquidation or
winding up with respect to such shares of Common Stock had the Holder been the
holder of record of such shares of Common Stock receivable upon exercise of this
Option on the date for determining those entitled to receive any such
distribution. If any such dissolution, liquidation or winding up results in any
cash distribution in excess of the applicable purchase price per Option Share
provided for by this Option, the Holder may, at the Holder's option, exercise
this Option without making payment of the applicable purchase price per Option
Share and, in such case, the Company shall, upon distribution to the Holder,
consider the applicable purchase price per Option Share to have been paid in
full, and in making settlement to the Holder shall deduct an amount equal to the
applicable purchase price per Option Share from the amount payable to the
Holder.
2.8 NOTICE. Whenever a Option or the number of Option Shares issuable hereunder
is to be adjusted as provided herein or a dividend or distribution (in cash,
stock or otherwise and including, without limitation, any liquidating
distributions) is to be declared by the Company, or a definitive agreement with
respect to a Special Transaction has been entered into, the Company shall
forthwith cause to be sent to the Holder at the last address of the Holder shown
on the books of the Company, by first-class mail, postage prepaid, at least ten
(10) days prior to the record date specified in (a) below or at least twenty
(20) days before the date specified in (b) below, a notice stating in reasonable
detail the relevant facts and any resulting adjustments and the calculation
thereof, if applicable, and stating (if applicable):
(a) the date to be used to determine (i) which holders of Common Stock will be
entitled to receive notice of such dividend, distribution, subdivision or
combination (the "Record Date"), and
5
(ii) the date as of which such dividend distribution, subdivision or combination
shall be made; or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution,
subdivision or combination are to be determined (provided, that in the event the
Company institutes a policy of declaring cash dividends on a periodic basis, the
Company need only provide the relevant information called for in this clause (a)
with respect to the first cash dividend payment to be made pursuant to such
policy and thereafter provide only notice of any changes in the amount or the
frequency of any subsequent dividend payments), or
(b) the date on which a Special Transaction is expected to become effective, and
the date as of which it is expected that holders of Common Stock of record shall
be entitled to exchange their shares of Common Stock for securities or other
property deliverable upon consummation of the Special Transaction (the "Exchange
Date").
2.9 FRACTIONAL INTERESTS. The Company shall not be required to issue
fractions of shares of Common Stock on the exercise of the Option. If any
fraction of a share of Common Stock would be issuable upon the exercise of the
Option, the Company shall, upon such issuance, purchase such fraction for an
amount in cash equal to the current value of such fraction, computed on the
basis of the last reported closing price of the Common Stock on Nasdaq on the
last business day prior to the date of exercise upon which such a sale shall
have been effected, or, if the Common Stock is not so quoted on Nasdaq, as the
Board of Directors of the Company may in good faith determine.
2.10 EFFECT OF ALTERNATE SECURITIES. If at any time, as a result of an
adjustment made pursuant to this Article II, the Holder of the Option shall
thereafter become entitled to receive any securities of the Company other than
shares of Common Stock, then the number of such other securities receivable upon
exercise of the Option shall be subject to adjustment from time to time on terms
as nearly equivalent as practicable to the provisions with respect to shares of
Common Stock contained in this Article II.
2.11 SUCCESSIVE APPLICATION. The provisions of this Article II shall similarly
apply from time to time to successive events covered by this Article II.
III. EXERCISE
3.1 EXERCISE OF OPTION.
(a) The Holder may exercise this Option by (i) surrendering this Option
Certificate, with the form of exercise notice attached hereto as Exhibit A duly
executed by Holder, and (ii) making payment to the Company of the aggregate
purchase price for the applicable Option Shares in cash, by certified check,
bank check or wire transfer to an account designated by the Company. Upon any
partial exercise of the Option, the Company, at its expense, shall promptly
issue to the Holder for its surrendered Option Certificate a replacement Option
Certificate identical in all respects to this Option Certificate, except that
the number of Option Shares shall be reduced accordingly.
6
(b) Each person in whose name any Option Share certificate is issued upon
exercise of a Option shall for all purposes been deemed to have become the
holder of record of the Option Shares for which such Option was exercised, and
such Option Share certificate shall be dated the date upon which the Option
exercise notice was duly surrendered and payment of the purchase price was
tendered to the Company.
3.2 ISSUANCE OF OPTION SHARES. The Option Shares purchased shall be issued to
the Holder exercising this Option as of the close of business on the date on
which all actions and payments required to be taken or made by the Holder,
pursuant to Section 3.1, shall have been so taken or made. Certificates for the
Option Shares so purchased shall be delivered to the Holder within three (3)
days after a Option is surrendered and payment therefore is made.
IV. RIGHTS OF HOLDER
4.1 OPTIONHOLDER RIGHTS. Holder shall not, solely by virtue of the Option and
prior to the issuance of the Option Shares upon due exercise thereof, be
entitled to any rights of a shareholder in the Company.
4.2 NO IMPAIRMENT. The Company shall not by any action including, without
limitation, amending its articles of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Option, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of the Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the exercise of this Option and
(b) use its best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the company to perform its obligations under this Option.
Upon the request of the Holder, the Company will at any time during the period
this Option is outstanding acknowledge in writing, in form satisfactory to the
Holder, the continuing validity of this Option and the obligations of the
Company hereunder.
V. TERMINATION OF OPTION
5.1 TERMINATION AND CLOSING. Upon the Closing (as defined in the
Purchase Agreement) the Option shall terminate and the Holder shall have no
further rights thereunder.
5.2 OTHER TERMINATIONS. The Option shall terminate and the Holder shall
have no further rights thereunder if the Purchase Agreement is terminated:
(a) by the Company pursuant to the provisions of Section 2.2(c)
thereof;
7
(b) by the Company or the Holder pursuant to the provisions of
Section 2.2(d) thereof, solely as a result of the result of the failure of the
conditions specified in Section 8.1(b) or (c) to be satisfied; or
(c) by the Company pursuant to the provisions of Section
2.2(d) thereof, solely as a result of the failure of the conditions specified in
Section 8.3 to be satisfied.
VI. TRANSFERABILITY
The Holder hereby represents and warrants that it is acquiring the Option and,
upon the exercise thereof, the Option Shares, for investment and not with a view
to resale or distribution thereof. Subject to compliance with federal and state
securities laws, the Holder may sell, assign, transfer or otherwise dispose of
all or any portion of the Option or the Option Shares acquired upon any exercise
hereof at any time and from time to time; provided however, that the Option may
only be transferred to an Affiliate of the Holder. Upon the sale, assignment,
transfer or other disposition of all or any portion of the Option, the Holder
shall deliver to Company a written notice of such in the form attached hereto as
Exhibit B duly executed by the Holder which includes the identity and address of
any purchaser, assignor, or transferee.
VII. LEGEND ON OPTION SHARES
Certificates evidencing the Option Shares shall bear the following legend:
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER ANY APPLICABLE STATE SECURITIES LAW
AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION UNDER THE ACT OR AN OPINION OF COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER OR SUCH STATE SECURITIES LAWS.
VIII. MISCELLANEOUS
8.1 NOTICES. All notices, requests, demands, claims, and other communications
hereunder shall be in writing and shall be delivered by certified or registered
mail (first class postage pre-paid), or guaranteed overnight delivery, to the
Company at the address at which its principal business office is located from
time to time, and the Holder at the address it advises the Company of.
8.2 EXPENSES; TAXES. Any sales tax, stamp duty, deed transfer or other tax
(except only taxes based on the income of Holder) arising out of the issuance
and sale of the Option
8
or the Option Shares issuable upon exercise of the Option and consummation of
the transactions contemplated by this Option Certificate shall be paid by the
Company.
8.3 AMENDMENT; WAIVER. This Option Certificate may not be modified, amended,
supplemented, canceled or discharged, except by written instrument executed by
the Company and the Holder. No failure to exercise, and no delay in exercising,
any right, power or privilege under this Option Certificate shall operate as a
waiver, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude the exercise of any other right, power or
privilege. No waiver of any breach of any provision shall be deemed to be a
waiver of any preceding or succeeding breach of the same or any other provision,
nor shall any waiver be implied from any course of dealing between the Company
and the Holder. No extension of time for performance of any obligations or other
acts hereunder or under any other agreement shall be deemed to be an extension
of the time for performance of any other obligations or any other acts.
8.4 HEADINGS. The headings contained in this Option Certificate are for
convenience of reference only and are not to be given any legal effect and shall
not affect the meaning or interpretation of this Option Certificate.
8.5 GOVERNING LAW; INTERPRETATION. This Option Certificate shall be construed in
accordance with and governed for all purposes by the laws of the State of
Minnesota.
* * *
9
IN WITNESS WHEREOF, the Company has caused this Option Certificate to be duly
executed and delivered as of the day and year first above written.
A.S.V., INC.
By: /s/ Gary D. Lemke
-------------------------------
Name: Gary D. Lemke
Title: President
10
EXHIBIT A
EXERCISE NOTICE
[To be executed only upon exercise of Option]
The undersigned registered owner of this Option irrevocably exercises this
Option for the purchase of the number of shares of Common Stock of A.S.V., Inc.
as is set forth below, and herewith makes payment therefor, all at the price and
on the terms and conditions specified in the attached Option Certificate and
requests that certificates for the shares of Common Stock hereby purchased (and
any securities or other property issuable upon such exercise) be issued in the
name of and delivered to the person specified below whose address is set forth
below, and, if such shares of Common Stock shall not include all of the shares
of Common Stock now and hereafter issuable as provided in the attached Option
Certificate, then A.S.V., Inc. shall, at its own expense, promptly issue to the
undersigned a new Option Certificate of like tenor and date for the balance of
the shares of Common Stock issuable thereunder.
Date: ____________________
Amount of Shares Purchased: ______________
Aggregate Purchase Price: $_____________
Printed Name of Registered Holder: ________________________________
Signature of Registered Holder: ________________________________
NOTICE: The signature on this Exercise Notice must correspond with the name as
written upon the face of the attached Option Certificate in every particular,
without alteration or enlargement or any change whatsoever.
Stock Certificates to be issued and registered in the following name, and
delivered to the following address:
-----------------------------------
(Name)
-----------------------------------
(Street Address)
-----------------------------------
(City) (State) (Zip Code)
-----------------------------------
(Tax identification or Social
Security Number)
11
EXHIBIT B
ASSIGNMENT NOTICE
[To be executed only upon transfer of Option]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the
person named below, whose address is set forth below, the rights represented by
the attached Option Certificate to purchase the number of shares of the Common
Stock of A.S.V., Inc. ("ASV") as is set forth below, to which the attached
Option Certificate relates, and appoints ____________________________ attorney
to transfer such rights on the books of ASV with full power of substitution in
the premises. If such shares of Common Stock of ASV shall not include all of the
shares of Common Stock now and hereafter issuable as provided in the attached
Option Certificate, then ASV, at its own expense, shall promptly issue to the
undersigned a new Option of like tenor and date for the balance of the Common
Stock issuable thereunder.
Date: ____________________
Amount of Option Transferred: ______________
Printed Name of Registered Holder: ________________________________
Signature of Registered Holder: ________________________________
NOTICE: The signature on this Assignment Notice must correspond with the name as
written upon the face of the attached Option Certificate in every particular,
without alteration or enlargement or any change whatsoever.
Option Certificate for transferred Option to be issued and registered in the
following name, and delivered to the following address:
-----------------------------------
(Name)
-----------------------------------
(Street Address)
-----------------------------------
(City) (State) (Zip Code)
12