To: RockyBalboa who wrote (2667 ) 7/18/1999 9:04:00 PM From: Rajiv Read Replies (1) | Respond to
ONT is the product of a reverse merger of the Duck Corporation into a shell Applied Capital Funding, Inc. Duck employee stock options to purchase an aggregate of 1,802,000 shares of duck Common Stock were converted into options to purchase 1,602,580 shares of the Company's Common Stock as follows: (i) 557,613 shares of Company Common Stock at an exercise price of $.88 per share; (ii) 570,952 shares of Company Common Stock at an exercise price of $1.12 per share; and (iii) 474,014 shares of Company Common Stock at an exercise price of $2.25 per share. In conjunction with the Merger, the Company granted 455,000 options to new employees, contingent upon their acceptance of employment, at an exercise price of $1.50 per share. Subject to the completion of an audit and the preparation and delivery of audited financial statements, the Parent shall file, within ninety (90) days after the Closing, a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to (i) any Parent Common Stock underlying the Series A Preferred Stock; (ii) any Parent Common Stock underlying the Parent Warrants and Parent Options; and (iii) the shares of Parent Common held pursuant to Section 2.04(b) that are not currently free trading; PROVIDED, HOWEVER, that for a period commencing as of the Closing Date and terminating on the earlier of (i) March 15, 2000 or (ii) six (6) months after the effective date of the Registration Statement, each of the Former Duck Stockholders shall not sell more than one-third (1/3) of their individual shares, pursuant to a Lock-Up Agreement (the "Lock-Up Agreement") substantially in the form attached hereto as EXHIBIT 2.06(a).
