**Exhibit 10.1**

 

OPTION TO ACQUIRESHARES

OF COMMON STOCK OFNATIONAL HEALTH PARTNERS, INC.

 

WHEREAS, National HealthPartners, Inc., an Indiana corporation (the “Company”) wishes to grantthis option to Patricia S. Bathurst (the “Holder”).

 

NOW, THEREFORE, inconsideration of the foregoing, the agreement set forth below and other goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, and intending to be legally bound hereby, the parties herebyagree as follows:

 

1.                                       Grant of Option. The Company hereby grants to the Holder on this 15th day of June,2009 (the “Grant Date”) an option (this “Option”) to purchase 225,000 shares (“Shares”)of the Company’s common stock, $.001 par value per share (“Common Stock”), onthe terms and subject to the conditions set forth herein.

 

2.                                       Term of Option. This option shall have a maximum term of ten (10) years measuredfrom the Grant Date (the “Expiration Date”) and shall accordingly expire at5:00 p.m. eastern standard time on the Expiration Date.

 

3.                                       Right to Exercise. This Option may be exercised in whole or in part commencing on the GrantDate.

 

4.                                       Exercise Price.  The exercise price per Share (“Exercise Price”)at which this Option may be exercised shall be nine cents ($0.09) per Share.

 

5.                                       Method of Exercise.

 

(a)                                  This Option shall be exercised byexecution and delivery of the Notice of Exercise attached hereto as AppendixA (“Notice of Exercise”) or any other written notice approved for suchpurpose by the Company that shall state the election of the Holder to exercisethis Option, the number of Shares in respect of which this Option is beingexercised, and such other representations and agreements as to the holder’sinvestment intent with respect to such Shares as may be required by theCompany.  The Notice of Exercise shall beaccompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Companyof the Notice of Exercise accompanied by payment of the Exercise Price.

 

(b)                                 No Shares shall be issued pursuant to theexercise of this Option unless such issuance and such exercise shall complywith all relevant provisions of applicable law, including the requirements ofany stock exchange upon which the Shares may then be listed.  Assuming such compliance, for income taxpurposes the Shares shall be considered transferred to the Holder on the dateon which this Option is exercised with respect to such Shares.

 

(c)                                  This Option may not be exercised for afractional Share or scrip representing a fractional Share.  In lieu of any fractional Share to which theHolder would

 

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otherwise be entitled,the Company shall make a cash payment equal to the Exercise Price multiplied bysuch fraction.

 

(d)                                 In no event may this Option be exercisedafter the Expiration Date.

 

6.                                       Methods of Payment. Shares of Common Stock purchased upon the exercise of this Option may bepaid for as follows:

 

### **(a)**                                  in cash or by check,payable to the order of the Company;

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### **(b)**                                 if the shares ofCommon Stock underlying the Option are registered under the Securities Act of1933, as amended (the “Securities Act”), by: (i) delivery by the Holder tothe Company of an irrevocable and unconditional undertaking by a creditworthybroker to deliver promptly to the Company sufficient funds to pay the exerciseprice and any required tax withholding, or (ii) delivery by the Holder tothe Company of a copy of irrevocable and unconditional instructions to acreditworthy broker to deliver promptly to the Company the exercise price andany required tax withholding;

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### **(c)**                                  if the shares ofCommon Stock underlying the Option are registered under the Securities Act, bydelivery of such shares of Common Stock owned by the Holder valued at theirFair Market Value (as defined below), provided: (i) such method of paymentis then permitted under applicable law, (ii) such shares of Common Stockhave been owned by the Holder at least six months prior to the date of suchdelivery, and (iii) such shares of Common Stock are not subject to anyrepurchase, forfeiture, unfulfilled vesting or other similar requirements orrestrictions;

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### **(d)**                                  by reducing thenumber of shares of Common Stock otherwise issuable under this Option to theHolder upon the exercise of this Option by a number of shares of Common Stockhaving a Fair Market Value equal to such aggregated exercise price; provided,however, that such method of payment is then permitted under applicable law;

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### **(e)**                                  to the extentpermitted by applicable law and by the board of directors of the Company (the “Board”),in its sole discretion, by: (i) delivery of a promissory note of theHolder to the Company on terms determined by the Board, or (ii) payment ofsuch other lawful consideration as the Board may determine; or

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### **(f)**                                    by any combination ofthe above permitted forms of payment.

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For the purpose of thisAgreement, “Fair Market Value” shall mean:

 

(i)                               If the Common Stock is admitted toquotation on the National Association of Securities Dealers Automated QuotationSystem (“NASDAQ”), the Fair Market Value on any given date shall be the averageof the highest bid and lowest ask prices of the Common Stock as reported forsuch date or, if no bid and ask prices were reported for such date, for thelast day preceding such date for which such prices were reported;

 

(ii)                            If the Common Stock is admitted totrading on a United States national securities exchange or the NASDAQ NationalMarket System, the Fair Market Value on

 

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any given dateshall be the closing price reported for the Common Stock on such exchangeor system for such date or, if no sales were reported for such date, for thelast day preceding such date for which a sale was reported;

 

(iii)                         If the CommonStock is traded in the over-the-counter market and not on NASDAQ, the NASDAQNational Market System or any United States national securities exchange, theFair Market Value on any given date shall be the average of the mean betweenthe last bid and ask prices per share as reported by the National QuotationBureau, Inc. or an equivalent generally accepted reporting service forsuch date or, or if not so reported, the average of the closing bid and askprices of the Common Stock for such date as furnished to the Company by anymember of the National Association of Securities Dealers, Inc. selected bythe Company for that purpose; or

 

(iv)                              If the FairMarket Value of the Common Stock cannot be determined on the basis previouslyset forth in this definition on the date that the Fair Market Value is to bedetermined, the Board shall in good faith determine the Fair Market Value ofthe Common Stock on such date.

 

The delivery of certificatesrepresenting the shares of Common Stock to be purchased pursuant to theexercise of this Option will be contingent upon receipt from the Holder (or apurchaser acting in his stead in accordance with the provisions of this Option)by the Company of the full purchase price for the Shares and the fulfillment ofany other requirements contained in this Option or imposed by applicable law.

 

7.                                       Rights of Stockholder. The Holder shall not have any stockholder rights with respect to anyShares until such Holder shall have exercised this Option, paid the ExercisePrice and become a holder of record of the purchased Shares.

 

8.                                       Adjustment of Exercise Price and Numberof Shares.  The number and kind of securities purchasableupon exercise of this Option and the Exercise Price shall be subject toadjustment from time to time as follows:

 

(a)                                  Subdivisions,Combinations and Other Issuances.  If the Company shall at any time prior to theexpiration of this Option subdivide its Common Stock, by split-up or otherwise,or combine its Common Stock, or issue additional shares of its Common Stock orany preferred stock as a dividend with respect to any shares of its CommonStock, then the number of Shares issuable on the exercise of this Option shallforthwith be proportionately increased in the case of a subdivision or stockdividend, or proportionately decreased in the case of a combination.  Appropriate adjustments shall also be made tothe Exercise Price, but the aggregate purchase price payable for the totalnumber of Shares purchasable under this Option (as adjusted) shall remain thesame.  Any adjustment under this Section 8(a) shallbecome effective at the close of business on the date the subdivision orcombination becomes effective, or as of the record date of such dividend, or inthe event that no record date is fixed, upon the making of such dividend.

 

(b)                                 Reclassification,Reorganization and Consolidation.  In the case of any reclassification, capitalreorganization or change in the Common Stock of the Company (other

 

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than as a result of a subdivision, combination or stock dividendprovided for in Section 8(a) above or as a result of any “FundamentalTransaction” described in Section 8(c) below), then, as a conditionof such reclassification, reorganization or change, lawful provision shall bemade, and duly executed documents evidencing the same from the Company or itssuccessor shall be delivered to the Holder, so that the Holder shall have theright at any time prior to the expiration of this Option to purchase, at atotal price equal to that payable upon the exercise of this Option, the kindand amount of shares of stock and other securities and property receivable inconnection with such reclassification, reorganization or change by a holder ofthe same number of shares of Common Stock as were purchasable by the Holderimmediately prior to such reclassification, reorganization or change.  In any such case, appropriate provisionsshall be made with respect to the rights and interest of the Holder so that theprovisions hereof shall thereafter be applicable with respect to any shares ofstock or other securities and property deliverable upon exercise hereof, andappropriate adjustments shall be made to the Exercise Price payable hereunder,provided the aggregate purchase price shall remain the same.

 

(c)                                  Corporate Reorganizations, Consolidationsor Mergers.  In the event of: (i) any reorganization,consolidation or merger of the Company with or into another entity (other thana merger in which the Company is the successor entity that does not result inany capital reclassification, reorganization or consolidation, or otherchange, in the Common Stock of the Company, or a consolidation or mergerbetween the Company and a wholly-owned subsidiary of the Company), (ii) any sale, lease, transfer orconveyance to another entity of all or substantially all of the stock, propertyand assets of the Company (other than a transfer to a wholly-owned subsidiaryof the Company), or (iii) a liquidation or dissolution of the Company (theevents in subsections (i), (ii) and (iii) collectively, a “FundamentalTransaction”), then, as a condition of such FundamentalTransaction, lawful provision shall be made by the Company and the successorentity in connectionwith such Fundamental Transaction for the assumption of this Option by thesuccessor entity or for the substitution of new like-kind options by thesuccessor entity as a result of such Fundamental Transaction, with appropriateadjustment as to the number and kind of shares issuable upon exercise of theOption, and, if appropriate, the per share exercise price, so as to enable theHolder after such Fundamental Transaction to purchase the kind and amount ofshares of stock and other securities and property (including cash) receivableupon such consolidation, merger, sale or conveyance by a holder of the numberof shares of Common Stock that would have been received upon the exercise orexchange of this Option immediately prior to such Fundamental Transaction.

 

(d)                                 Notice ofAdjustment.  When anyadjustment is required to be made in the number or kind of shares purchasableupon exercise of this Option or in the Exercise Price, the Company shallpromptly notify the Holder of such event and of the number of shares of CommonStock or other securities or property thereafter purchasable upon exercise ofthis Option.

 

(e)                              No Impairment.  The Company and the Holder will not, by anyvoluntary action, avoid or seek to avoid the observance or performance of anyof the terms to be observed or performed hereunder by the Company or theHolder, respectively, but will at all times in good faith assist in thecarrying out of all the provisions of this Section 8 and in the taking ofall such action as may be necessary or appropriate in order to protect therights or the Company and the Holder against impairment.

 

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# **9.**                                       Termination of Option.

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## **(a)**                                  Termination by Death.  If Holder’s employment by, or otherrelationship with, the Company terminates by reason of death, this Option maythereafter be exercised, in whole or in part to the extent exercisable on thedate of such termination of employment, by the legal representative or legateeof the Holder until the earlier of the date that is one year after the date ofsuch termination of employment or the Expiration Date.

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## **(b)**                             Termination by Reasonof Disability or Retirement.

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### **(i)**                                     Disability.   IfHolder’s employment by, or other relationship with, the Company terminates byreason of disability as set forth in Section 22(e)(3) of the InternalRevenue Code (“Disability”), this Option may thereafter be exercised, in wholeor in part to the extent exercisable on the date of such termination ofemployment, until the earlier of the date that is one year after the date ofsuch termination of employment or the Expiration Date.

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### **(ii)**                                  Retirement.   IfHolder retires in good standing from active employment or service with theCompany in accordance with the retirement policies of the Company then ineffect (“Retirement”), this Option may thereafter be exercised, in whole or inpart to the extent exercisable on the date of such termination of employment,until the earlier of the date that is 90 days after the date of suchtermination of employment or the Expiration Date

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### **(iii)**                               Disability andRetirement Determination.  The Boardshall have sole authority and discretion to determine whether the Holder’semployment or services has been terminated by reason of Disability orRetirement.

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## **(c)**                                  Termination for Cause.  If Holder’s employment by, or otherrelationship with, the Company terminates for “Cause,” this Option shallimmediately terminate and be of no further force and effect; provided, however,that the Board may, in its sole discretion, provide that this Option may beexercised until the earlier of the date that is 90 days after the date of suchtermination of employment or the Expiration Date.  Termination for “Cause” shall have themeaning ascribed to such term in the Employment Agreement dated May 13,2005 by and between the Company and Holder (the “Employment Agreement”).

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## **(d)**                                 Termination WithoutCause or Termination for Good Reason. If Holder’s employment by, or other relationship with, the Companyterminates for any reason other than death, Disability, Retirement or forCause, or if Holder’s employment by, or other relationship with, the Company isterminated by Holder for “Good Reason,” this Option shall vest in fullimmediately.  Termination for “GoodReason” shall have the meaning ascribed to such term in the EmploymentAgreement.

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(e)                                  Transfer and Leave of Absence. For purposes of this Option, the following events shall not be deemed atermination of employment: (i) a transfer of employment between any of theCompany, a parent, a subsidiary or any other affiliate of the Company, and (ii) anapproved leave of absence for military service or sickness, or for any other purposeapproved by the Board, if the Holder’s right to re-employment is guaranteed bya statute, by contract or under the policy pursuant to which the leave ofabsence was granted, or if the Board otherwise so provides in writing.

 

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10.                                 Investment Intent.

 

(a)                                  The Holder of this Option, by acceptancehereof, acknowledges that this Option and the Shares to be issued upon exercisehereof (collectively, the “Securities”) are being acquired for the Holder’s ownaccount for investment purposes only and not with a view to, or with anypresent intention of, distributing or reselling any of such Securities.  The Holder acknowledges and agrees that theSecurities have not been registered under the Securities Act or under any statesecurities laws, and that the Securities may not be, directly or indirectly,sold, transferred, offered for sale, pledged, hypothecated or otherwisedisposed of without registration under the Securities Act and registration orqualification under applicable state securities laws, except pursuant to anavailable exemption from such registration. The Holder also acknowledges and agrees that neither the SecuritiesExchange Commission (“SEC”) nor any securities commission or other governmentalauthority has: (i) approved the transfer of the Securities or passed uponor endorsed the merits of the transfer of the Securities; or (ii) confirmedthe accuracy of, determined the adequacy of, or reviewed this Option.  The Holder has such knowledge, sophisticationand experience in financial, tax and business matters in general, andinvestments in securities in particular, that it is capable of evaluating themerits and risks of this investment in the Securities, and the Holder has madesuch investigations in connection herewith as it deemed necessary or desirableso as to make an informed investment decision without relying upon the Companyfor legal or tax advice related to this investment.

 

(b)                                 The certificates evidencing any Sharesissued upon the exercise of this Option shall have endorsed thereon (except tothe extent that the restrictions described in any such legend are no longerapplicable) the following legend, appropriate notations thereof will be made inthe Company’s stock transfer books, and stop transfer instructions reflectingthese restrictions on transfer will be placed with the transfer agent of theShares.

 

**THESECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIESLAWS.  THESE SECURITIES MAY NOT BESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATIONUNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLESTATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.  NO TRANSFER OF THE SECURITIES REPRESENTEDHEREBY MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATIONUNLESS THERE SHALL HAVE BEEN DELIVERED TO THE ISSUER A WRITTEN OPINION OFUNITED STATES COUNSEL OF RECOGNIZED STANDING, IN FORM AND SUBSTANCESATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER MAY BE MADEWITHOUT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT ANDREGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.**

 

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11.                                 Covenants of the Company. The Company covenants and agrees that the Shares have been dulyauthorized and, when issued and paid for in accordance with the terms of thisAgreement, will be validly issued, fully paid and non-assessable shares ofCommon Stock with no personal liability resulting solely from the ownership ofsuch shares and will be free and clear of all liens, charges, restrictions,claims and encumbrances imposed by or through the Company.

 

12.                                 Replacement of Option. On receipt of evidence reasonably satisfactory to the Company of theloss, theft, destruction or mutilation of this Option and, in the case of loss,theft or destruction, on delivery of an indemnity agreement reasonablysatisfactory in form and substance to the Company or, in the case ofmutilation, on surrender and cancellation of this Option, the Company at itsexpense shall execute and deliver, in lieu of this Option, a new Option of liketenor and amount.

 

### **13.**                                 Notices.  All notices hereunder shall be sufficientlygiven for all purposes hereunder if in writing and delivered personally, sentby documented overnight delivery service or, to the extent receipt isconfirmed, telecopy, telefax or other electronic transmission service to theappropriate address or number as set forth below:

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If to the Company:

 

National Health Partners, Inc.

120 Gibraltar Road

Suite 107

Horsham, PA 19044

Attention:  Chief Financial Officer

 

If to the Holder:

 

To the address specifiedfor Holder in the Company’s records.

 

14.                                 Amendment and Waiver. This Option may not be amended, modified or supplemented except by aninstrument or instruments in writing signed by the party against whomenforcement of any such amendment, modification or supplement is sought.  The parties hereto entitled to the benefitsof a term or provision may waive compliance with any obligation, covenant,agreement or condition contained herein. Any agreement on the part of a party to any such waiver shall be validonly if set forth in an instrument or instruments in writing signed by theparty against whom enforcement of any such waiver is sought.   No failure or delay on the part of any partyhereto in the exercise of any right hereunder shall impair such right or beconstrued to be a waiver of, or acquiescence in, any breach of anyrepresentation, warranty, covenant oragreement contained herein.

 

15.                                 Headings; Definitions. The section headings contained in this Option are inserted forconvenience of reference only and will not affect the meaning or interpretationof this Option.  All references tosections contained herein mean sections of this Option unless otherwisestated.  All capitalized terms definedherein are equally applicable to both the singular and plural forms of suchterms.

 

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16.                                 Successors and Assigns. This Option shall be binding upon and inure to the benefit of theparties hereto and their respective successors and assigns, provided, however,that no party hereto may assign its rights or delegate its obligations underthis Option without the express prior written consent of the other partyhereto.  Nothing in this Option isintended to confer upon any person not a party hereto (and their successors andassigns) any rights, remedies, obligations or liabilities under or by reason ofthis Option.

 

17.                                 Severability. If any provision of this Option or the application thereof to any personor circumstance is held to be invalid or unenforceable to any extent, theremainder of this Option shall remain in full force and effect and shall bereformed to render this Option valid and enforceable while reflecting to thegreatest extent permissible the intent of the parties.

 

18.                                 Governing Law. This Agreement shall be governed by and construed in accordance with thelaws of the Commonwealth of Pennsylvania, without regard to the laws that mightotherwise govern under applicable principles of conflicts of laws thereof.

 

19.                                 Counterparts. This Agreement may be executed and delivered by facsimile in two or morecounterparts, each of which shall be deemed to be an original, but all of whichtogether shall constitute one and the same agreement.

 

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IN WITNESS WHEREOF, the Company and Holder have causedthis Option to be executed as of the date set forth above in Section 1 ofthis Option.

 

 
|                  |                      | NATIONAL HEALTH  PARTNERS, INC. |
|-----------------------|---------------------------|---------------------------------|
|                  |                      |                            |
|                  |                      |                            |
|                  |                      | By:                             | /s/ David M.  Daniels |
|                  |                      |                            | David M. Daniels |
|                  |                      |                            | Chief Executive  Officer |
|                  |                      |                            |
| AGREED AND  ACCEPTED: |                      |                            |
|                  |                      |                            |
|                  |                      |                            |
| By:                   | /s/ Patricia S.  Bathurst |                            |   |
|                  | Patricia S. Bathurst      |                            |   |

 

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APPENDIX A

 

NOTICE OF EXERCISE

 

To:    National HealthPartners, Inc.

120 Gibraltar Road

Suite 107

Horsham, PA 19044

Attention: Chief FinancialOfficer

 

(1)           The undersigned hereby elects to purchase                         shares of Common Stock of the Company pursuant to the terms of the attachedOption, and tenders herewith payment of the purchase price for such shares infull in accordance with the terms of the Option in the following manner (pleasecheck one or more of the following choices):

 
| o      |   | in cash or by  check;                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| o      |   | an irrevocable  and unconditional undertaking by a creditworthy broker to deliver sufficient  funds to pay the exercise price and any required tax withholding;                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| o      |   | a copy of  irrevocable and unconditional instructions to a creditworthy broker to  deliver the exercise price and any required tax withholding;                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| o      |   | a promissory  note;                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| o      |   | a reduction of  the number of shares of Common Stock otherwise issuable under the Option by a  number of shares of Common Stock having a Fair Market Value equal to such  aggregated exercise price; or                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| o      |   | the following  consideration:                                                             . |

 

(2)           In exercising the Option, the undersignedhereby confirms and acknowledges that the shares of Common Stock to be issuedupon conversion thereof are being acquired solely for the account of theundersigned for investment purposes only (unless such shares are subject toresale pursuant to an effective registration statement or an exemption fromregistration under applicable federal and state securities laws), and that theundersigned will not offer, sell or otherwise dispose of any such shares ofCommon Stock except under circumstances that will not result in a violation ofthe Securities Act or any state securities laws.

 

(3)           Terms not otherwise defined in thisNotice of Exercise shall have the meanings ascribed to such terms in theattached Option.

 

(4)           Please issue a certificate orcertificates representing said shares of Common Stock in the name of theundersigned.

 

 
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| (Date) |   | (Signature) |

 

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