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Exhibit 10.2
OPTION TO ACQUIRE SHARES
OF COMMON STOCK OF NATIONAL HEALTH PARTNERS, INC.
WHEREAS, National Health Partners, Inc., an Indiana corporation
(the
"Company") wishes to grant this option to Alex Soufflas ("Holder")
the Holder.
NOW, THEREFORE, in consideration of the foregoing, the agreement
set
forth below and other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, and intending to be
legally bound
hereby, the parties hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Holder on
this
12th day of December, 2006 (the "Grant Date") an option (this
"Option") to
purchase 150,000 shares ("Shares") of the Company's common stock,
$.001 par
value per share ("Common Stock"), on the terms and subject to the
conditions set
forth herein.
2. Term of Option. This option shall have a maximum term of ten
(10)
years measured from the Grant Date (the "Expiration Date") and
shall accordingly
expire at 5:00 p.m. eastern standard time on the Expiration
Date.
3. Right to Exercise. This Option may be exercised in whole or in
part
at any time after the Grant Date.
4. Exercise Price. The exercise price per Share ("Exercise Price")
at
which this Option may be exercised shall be eighty-eight cents
($0.88) per
Share.
5. Method of Exercise.
(a) This Option shall be exercised by execution and delivery
of the Notice of Exercise attached hereto as Appendix A ("Notice of
Exercise")
or any other written notice approved for such purpose by the
Company that shall
state the election of the Holder to exercise this Option, the
number of Shares
in respect of which this Option is being exercised, and such
other
representations and agreements as to the holder's investment intent
with respect
to such Shares as may be required by the Company. The Notice of
Exercise shall
be accompanied by payment of the Exercise Price. This Option shall
be deemed to
be exercised upon receipt by the Company of the Notice of Exercise
accompanied
by payment of the Exercise Price.
(b) No Shares shall be issued pursuant to the exercise of this
Option unless such issuance and such exercise shall comply with all
relevant
provisions of applicable law, including the requirements of any
stock exchange
upon which the Shares may then be listed. Assuming such compliance,
for income
tax purposes the Shares shall be considered transferred to the
Holder on the
date on which this Option is exercised with respect to such
Shares.
(c) This Option may not be exercised for a fractional Share or
scrip representing a fractional Share. In lieu of any fractional
Share to which
the Holder would otherwise be entitled, the Company shall make a
cash payment
equal to the Exercise Price multiplied by such fraction.
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(d) In no event may this Option be exercised after the
Expiration Date.
6. Methods of Payment. Shares of Common Stock purchased upon
the
exercise of this Option may be paid for as follows:
(a) in cash or by check, payable to the order of the Company;
(b) if the shares of Common Stock underlying the Option are
registered under the Securities Act of 1933, as amended (the
"Securities Act"),
by: (i) delivery by the Holder to the Company of an irrevocable
and
unconditional undertaking by a creditworthy broker to deliver
promptly to the
Company sufficient funds to pay the exercise price and any required
tax
withholding, or (ii) delivery by the Holder to the Company of a
copy of
irrevocable and unconditional instructions to a creditworthy broker
to deliver
promptly to the Company the exercise price and any required tax
withholding;
(c) if the shares of Common Stock underlying the Option are
registered under the Securities Act, by delivery of such shares of
Common Stock
owned by the Holder valued at their Fair Market Value (as defined
below),
provided: (i) such method of payment is then permitted under
applicable law,
(ii) such shares of Common Stock have been owned by the Holder at
least six
months prior to the date of such delivery, and (iii) such shares of
Common Stock
are not subject to any repurchase, forfeiture, unfulfilled vesting
or other
similar requirements or restrictions;
(d) by reducing the number of shares of Common Stock otherwise
issuable under this Option to the Holder upon the exercise of this
Option by a
number of shares of Common Stock having a Fair Market Value equal
to such
aggregated exercise price; provided, however, that such method of
payment is
then permitted under applicable law;
(e) to the extent permitted 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 the Holder to the Company on terms
determined
by the Board, or (ii) payment of such other lawful consideration as
the Board
may determine; or
(f) by any combination of the above permitted forms of
payment.
For the purpose of this Agreement, "Fair Market Value" shall
mean:
(i) If the Common Stock is admitted to quotation on
the National Association of Securities Dealers Automated Quotation
System
("NASDAQ"), the Fair Market Value on any given date shall be the
average of the
highest bid and lowest ask prices of the Common Stock as reported
for such date
or, if no bid and ask prices were reported for such date, for the
last day
preceding such date for which such prices were reported;
(ii) If the Common Stock is admitted to trading on a
United States national securities exchange or the NASDAQ National
Market System,
the Fair Market Value on any given date shall be the closing price
reported for
the Common Stock on such exchange or system for such date or, if no
sales were
reported for such date, for the last day preceding such date for
which a sale
was reported;
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(iii) If the Common Stock is traded in the
over-the-counter market and not on NASDAQ, the NASDAQ National
Market System or
any United States national securities exchange, the Fair Market
Value on any
given date shall be the average of the mean between the last bid
and ask prices
per share as reported by the National Quotation Bureau, Inc. or an
equivalent
generally accepted reporting service for such date or, or if not so
reported,
the average of the closing bid and ask prices of the Common Stock
for such date
as furnished to the Company by any member of the National
Association of
Securities Dealers, Inc. selected by the Company for that purpose;
or
(iv) If the Fair Market Value of the Common Stock
cannot be determined on the basis previously set forth in this
definition on the
date that the Fair Market Value is to be determined, the Board
shall in good
faith determine the Fair Market Value of the Common Stock on such
date.
The delivery of certificates representing the shares of Common
Stock to
be purchased pursuant to the exercise of this Option will be
contingent upon
receipt from the Holder (or a purchaser 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 of any 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 any Shares until such Holder shall have
exercised this
Option, paid the Exercise Price and become a holder of record of
the purchased
Shares.
8. Adjustment of Exercise Price and Number of Shares. The number
and
kind of securities purchasable upon exercise of this Option and the
Exercise
Price shall be subject to adjustment from time to time as
follows:
(a) Subdivisions, Combinations and Other Issuances. If the
Company shall at any time prior to the expiration 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 or any preferred stock as a
dividend with
respect to any shares of its Common Stock, then the number of
Shares issuable on
the exercise of this Option shall forthwith be proportionately
increased in the
case of a subdivision or stock dividend, or proportionately
decreased in the
case of a combination. Appropriate adjustments shall also be made
to the
Exercise Price, but the aggregate purchase price payable for the
total number of
Shares purchasable under this Option (as adjusted) shall remain the
same. Any
adjustment under this Section 8(a) shall become effective at the
close of
business on the date the subdivision or combination becomes
effective, or as of
the record date of such dividend, or in the event that no record
date is fixed,
upon the making of such dividend.
(b) Reclassification, Reorganization and Consolidation. In the
case of any reclassification, capital reorganization or change in
the Common
Stock of the Company (other than as a result of a subdivision,
combination or
stock dividend provided for in Section 8(a) above), then, as a
condition of such
reclassification, reorganization or change, lawful provision shall
be made, and
duly executed documents evidencing the same from the Company or its
successor
shall be delivered to the Holder, so that the Holder shall have the
right at any
time prior to the expiration of this Option to purchase, at a total
price equal
to that payable upon the exercise of this Option, the kind and
amount of shares
of stock and other securities and property receivable in connection
with such
reclassification, reorganization or change by a holder of the same
number of
shares of Common Stock as were purchasable by the Holder
immediately prior to
such reclassification, reorganization or change. In any such case,
appropriate
provisions shall be made with respect to the rights and interest of
the Holder
so that the provisions hereof shall thereafter be applicable with
respect to any
shares of stock or other securities and property deliverable upon
exercise
hereof, and appropriate adjustments shall be made to the Exercise
Price payable
hereunder, provided the aggregate purchase price shall remain the
same.
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(c) Notice of Adjustment. When any adjustment is required to
be mad
