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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20544
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 5, 2025
SPARTA
COMMERCIAL SERVICES, INC.
(Exact
name of Company as specified in its charter)
Nevada |
|
000-09483 |
|
30-0298178 |
(State
or other jurisdiction |
|
(Commission
|
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
Number) |
555
Fifth Avenue, 14th Floor
New
York, New York 10017
(Address
of principal executive offices)
(212)
239-2666
(Registrant’s
Telephone Number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common
stock, $0.01 par value |
|
SRCO |
|
Pink
Open Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On
February 5, 2025, Sparta Commercial Services, Inc. (the “Company”) granted its CEO, Anthony L Havens and Vice President of
Operations, Sandra L Ahman, five year options to purchase an aggregate of 3,000,000 shares of the Company’s common stock at $0.18
per share. The options vest in three equal tranches over three years.
On
February 5, 2025, the Company granted to each of its two independent Directors five year options to purchase 300,000 shares of the Company’s
common stock at $0.18 per share. The options vest in three equal tranches over three years. These options represent compensation for
past service on the board.
On
February 5, 2025, five year non-qualified stock options in an aggregate of 220,000 shares of the Company’s common stock at $0.18
per share were issued by the Company to employees. The options vest in three equal tranches over three years.
The
stock options granted pursuant to the Stock Option Agreements have five year terms, vest in three equal tranches over three years, and
have an exercise price of $0.18 which was 110% of the closing price of the Company’s common stock for the thirty consecutive trading
days immediately preceding the date of the option (for a day to be included in the calculation, there must have been at least 100 shares
traded on that day). The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance
on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients of the securities
in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to, or for
sale in connection with, any distribution thereof. All recipients had adequate access, through their relationships with the Company,
to information about the Company.
The
foregoing disclosure of the Stock Option Agreements set forth in this Section 3.02 does not purport to be complete and is qualified in
its entirety by reference to the Stock Option Agreements, which are filed as Exhibits 4.1, 4.2, 4.3, and 4.4 of this Current Report and
incorporated by reference herein.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
SPARTA
COMMERCIAL SERVICES, INC. |
|
|
|
|
Dated:
February 7, 2025 |
/s/
Anthony L. Havens |
Exhibit 4.1
SPARTA
COMMERCIAL SERVICES, INC.
STOCK
OPTION AGREEMENT
FOR
Anthony
L. Havens
Agreement
1. Grant
of Option. Sparta Commercial Services, Inc., a Nevada corporation (the “Company”), hereby grants, as of the effective
date of this Agreement specified on Schedule I hereof beside the caption “Date of Grant” (“Date of Grant”),
to Anthony L. Havens (the “Optionee”) an option (the “Option”) to purchase an aggregate number of shares set
forth on Schedule I hereof beside the caption “Number of Optioned Shares” (such number being subject to adjustment
as provided below) of the Company’s common stock, $0.001 par value per share (the “Shares”), at an exercise price per
share set forth on Schedule I hereof beside the caption “Exercise Price” (such exercise price being subject to adjustment
as provided below) (the “Exercise Price”). The Option shall be subject to the terms and conditions set forth herein. This
Option is designated on Schedule I as either an Incentive Stock Option or a Non-Qualified Stock Option.
2. Definitions.
(a) “Affiliate”
means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common
control with, the Company.
(b) “Applicable
Laws” means the requirements related to or implicated by the applicable state corporate law, United States federal and state
securities laws, the Code, any stock exchange or quotation system on which the shares of Common Stock are listed or quoted, and the applicable
laws of any foreign country or jurisdiction where Awards are granted under.
(c) “Award”
means any right granted under this Agreement, including an Incentive Stock Option or a Non-qualified Stock Option.
(d) “Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular Person, such Person shall be deemed to have beneficial ownership of all securities that such
Person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.
(e) “Board”
means the Board of Directors of the Company, as constituted at any time.
(f) “Change
in Control” means:
(i) the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole,
to any Person that is not a subsidiary of the Company;
(ii) a
majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed
by a majority of the Board before the date of appointment or election;
(iii) the
date which is 10 business days prior to the consummation of a complete liquidation or dissolution of the Company;
(iv) the
acquisition by any Person of Beneficial Ownership of 50% or more (on a fully diluted basis) of either (a) the then outstanding shares
of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options
or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding
Company Common Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that
for purposes of this Agreement, the following acquisitions shall not constitute a Change in Control: (1) any acquisition by the Company
or any Affiliate, (2) any acquisition by any employee benefit plan sponsored or maintained by the Company or any subsidiary, (3) any
acquisition which complies with clauses, (a), (b) and (c) of subsection (v) of this definition or (4) in respect of an Award held by
a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled
by the Participant or any group of persons including the Participant); or
(v) the
consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving
the Company that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities
in the transaction (a “Business Combination”), unless immediately following such Business Combination: (a) more than 50%
of the total voting power of (A) the entity resulting from such Business Combination (the “Surviving Company”), or (B) if
applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible
to elect a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (the “Parent
Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant
to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting
power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination; (b) no Person
(other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the Beneficial
Owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect members
of the board of directors of the Parent Company (or the analogous governing body) (or, if there is no Parent Company, the Surviving Company);
and (c) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if
there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members at the time
of the Board’s approval of the execution of the initial agreement providing for such Business Combination.
(g) “Code”
means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed
to include a reference to any regulations promulgated thereunder.
(h) “Common
Stock” means common stock, $0.001 par value per share, of the Company, or such other securities of the Company as may be designated
by the Company from time to time in substitution thereof.
(i) “Consultant”
means any individual or entity which performs bona fide services to the Company or an Affiliate, other than as an Employee or Director,
and who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act.
(j) “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, consultant or
Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant
or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or
termination of the Participant’s Continuous Service; provided further that if any Award is subject to Section 409A of the
Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change in status
from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of Continuous Service. The Company
or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence. The Company
or its delegate, in its sole discretion, may determine whether a Company transaction, such as a sale or spin-off of a division or subsidiary
that employs a Participant, shall be deemed to result in a termination of Continuous Service for purposes of affected Awards, and such
decision shall be final, conclusive and binding.
(k) “Director”
means a member of the Board.
(l) “Effective
Date” shall mean the date as of which this Agreement is adopted by the Board.
(m) “Employee”
means any person, including an Officer or Director, employed by the Company or an Affiliate; provided that for purposes of determining
eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary corporation
within the meaning of Section 424 of the Code. Mere service as a Director or payment of a Director’s fee by the Company or an Affiliate
shall not be sufficient to constitute “employment” by the Company or an Affiliate.
(n) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
(o) “Disability”
means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option, the term Disability shall
have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability shall
be determined under procedures established by the Company. Except in situations where the Company is determining Disability for purposes
of the term of an Incentive Stock Option within the meaning of Section 22(e)(3) of the Code, the Company may rely on any determination
that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate
in which a Participant participates.
(p) “Fair
Market Value” means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed on any
established stock exchange or a national market, including without limitation, the New York Stock Exchange or the Nasdaq Stock Market,
the Fair Market Value shall be the weighted average closing price as quoted on such exchange or system for the thirty consecutive trading
days immediately preceding the date of the option (for a day to be included in the calculation, there must have been at least 100 shares
traded on that day). In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good
faith by the Company and such determination shall be conclusive and binding on all persons.
(q)
“Incentive Stock Option” means an Option that is designated by the Company as an incentive stock option within the
meaning of Section 422 of the Code and that meets the requirements set out in this Agreement, if applicable.
(r) “Incumbent
Directors” means individuals who, on the Effective Date, constitute the Board; provided that any individual becoming
a Director subsequent to the Effective Date whose election or nomination for election to the Board was approved by a vote of at least
two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for Director without objection to such nomination) shall be an Incumbent Director. No individual
initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to Directors
or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be
an Incumbent Director.
(s) “Non-employee
Director” means a Director who is a “non-employee director” within meaning of Rule 16b-3.
(t) “Non-qualified
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.
(u) “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.
(v) “Participant”
means an eligible person to whom an Award is granted pursuant to this Agreement or, if applicable, such other person who holds an outstanding
Award.
(w) “Person”
means a person defined in Section 13(d)(3) of the Exchange Act.
(x) “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.
(y) “Securities
Act” means the Securities Act of 1933, as amended.
3. Exercise
Schedule. Except as otherwise provided in Sections 6 or 10 of this Agreement, the Option is exercisable in installments
as specified on Schedule I hereof beside the caption “Vesting”, which shall be cumulative. To the extent that the
Option has become exercisable with respect to a percentage of Shares as provided on Schedule I hereof beside the caption “Vesting”
on each date (each date being, a “Vesting Date”) upon which the Optionee shall be entitled to exercise the Option with respect
to the percentage of Shares granted as indicated for each Vesting Date (provided that the Continuous Service of the Optionee continues
through and on the applicable Vesting Date), the Option may thereafter be exercised by the Optionee, in whole or in part, at any time
or from time to time prior to the expiration of the Option as provided herein. Except as otherwise specifically provided herein, there
shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the appropriate
Vesting Date. Upon the termination of the Optionee’ s Continuous Service, any unvested portion of the Option shall terminate and
be null and void.
4. Method
of Exercise. The vested portion of this Option shall be exercisable in whole or in part, in accordance with the Vesting of such
Options provided in Schedule I and as set forth in Section 3 hereof, by written notice which shall state the election to
exercise the Option, the number of Shares in respect of which the 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 pursuant to the provisions of
this Agreement. Such written notice shall be signed by the Optionee or if someone other than the Optionee exercises the Option, by such
other person who provides documentation acceptable to the Company, or Committee, verifying that such person has the legal right to exercise
such Option, and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied
by payment of the Exercise Price. This Option shall be deemed to be exercised after both (a) receipt by the Company of such written notice
accompanied by the Exercise Price and (b) arrangements that are satisfactory to the Committee, in its sole discretion, have been made
for Optionee’ s payment to the Company of the amount, if any, that is necessary to be withheld in accordance with applicable Federal
or state withholding requirements. No Shares shall be issued pursuant to the Option unless and until 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 then
may be traded.
5. Method
of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the
Optionee:
(a) in
cash or by certified or bank check at the time the Option is exercised;
(b) to
the extent permitted by the Committee, or as provided on Schedule I hereof beside the caption “Permission to Pay with Shares”,
and if there is a public market available for the Shares at the time of such exercise: (i) with Shares owned by the Optionee, duly endorsed
for transfer to the Company, with a fair market value on the date of delivery equal to the Exercise Price (or portion thereof) due for
the number of shares being acquired; (ii) by withholding or reducing the number of Shares otherwise deliverable to the Optionee upon
exercise of such Option by a number of Shares with an aggregate fair market value equal to the aggregate Exercise Price at the time of
exercise; or (iii) pursuant to a “cashless exercise” procedure established with a broker; provided that such payment
by this method requires delivery of a properly executed exercise notice together with such other documentation, and subject to such guidelines,
as the Committee or Company shall require to effect an exercise of the Option and delivery to the Company by a licensed broker acceptable
to the Company of proceeds from the sale of Shares sufficient to pay the Exercise Price and any applicable income or employment taxes;
provided further that the Optionee shall provide irrevocable written instructions (x) to such designated brokerage firm to effect
the immediate sale of a portion of the purchased Shares and remit to the Company, out of the sale proceeds available on the settlement
date, an amount sufficient to cover the aggregate Exercise Price payable for the purchased Shares plus all applicable state and federal
income and employment taxes required to be withheld by the Company by reason of such purchase and/or sale and (y) to the Company to deliver
the certificates for the purchase Shares directly to such brokerage firm to effect the sale transaction; or
(c) in
any other consideration or in such other manner as may be determined by the Committee, in its absolute discretion.
Notwithstanding
anything contained herein to the contrary, no exercise shall become effective until the Company determines that the issuance and delivery
of the Shares pursuant to such exercise is in compliance with all applicable laws, regulations and requirements of any securities exchange
on which the Shares may be traded.
6. Termination
of Option
(a) General.
Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the fifth anniversary
of the date as of which the Option is granted (or, if a different date is shown on Schedule I hereof beside the caption “Termination
Date”, such date).
(b) Cancellation.
To the extent not previously exercised:
(i) the
Option shall terminate immediately in the event of (a) the liquidation or dissolution of the Company, or (b) any reorganization, merger,
consolidation or other form of corporate transaction in which the Company does not survive or the Shares are exchanged for or converted
into securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor or acquiring entity,
or an Affiliate thereof, assumes the Option or substitutes an equivalent option or right; and
(ii) the
Committee in its sole discretion may by written notice cancel (“cancellation notice”), effective upon the consummation of
any transaction that constitutes a Change in Control, the Option (or portion thereof) that remains unexercised on such date.
The
Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time prior
to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that
the Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if
and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date
of such transaction). The Optionee may condition their exercise of the Option upon the consummation of a transaction referred to in this
Section 6(b).
7. Transferability.
Unless (i) transfers are expressly permitted in the language appearing beside the caption “Expanded Rights to Transfer Option”
on Schedule I hereof or (ii) otherwise determined by the Company or Committee, the Option granted hereby is not transferable otherwise
than by will or under the applicable laws of descent and distribution, and during the lifetime of the Optionee the Option shall be exercisable
only by the Optionee, or the Optionee’ s guardian or legal representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall not be subject to execution, attachment
or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Option, or in the event of any levy upon
the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, the Option shall immediately
become null and void. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.
8. No
Rights of Stockholders. Neither the Optionee nor any personal representative (or beneficiary) shall be, or shall have any of
the rights and privileges of, a stockholder of the Company with respect to any Shares purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date on which the Shares are issued.
9. Acceleration
of Exercisability of Option.
(a) Acceleration
Upon Certain Terminations or Cancellations of Option. This Option shall become immediately fully exercisable in the event that, prior
to the termination of the Option pursuant to Section 6 hereof, (i) the Option is terminated pursuant to Section 6(b)(i)
hereof, or (ii) the Company exercises its discretion to provide a cancellation notice with respect to the Option pursuant to Section
6(b)(ii) hereof.
(b) Acceleration
Upon Change in Control. This Option shall become immediately fully exercisable in the event that, prior to the termination of the
Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.
10. No
Right to Continuous Service. Neither the Option nor this Agreement shall confer upon the Optionee any right to Continuous Service
with the Company or any Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company
or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without Cause or (b) the service of
a Director pursuant to the By-laws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in
which the Company or the Affiliate is incorporated, as the case may be.
11. Information
Confidential. As partial consideration for the granting of the Option, the Optionee agrees with the Company to keep confidential
all information and knowledge that the Optionee has relating to the manner and amount of the Optionee’ s participation; provided,
however, that such information may be disclosed as required by law and may be given in confidence to the Optionee’ s spouse,
the Optionee’ s tax and financial advisors, or financial institutions to the extent that such information is necessary to secure
a loan.
12. Notices.
All notices, requests, demands, and other communications hereunder shall be in writing and shall be personally delivered, delivered by
facsimile or courier service, or mailed, certified with first class postage prepaid to the address specified by the person who is to
receive the same. Each such notice, request, demand, or other communication hereunder shall be deemed to have been given (whether actually
received or not) on the date of actual delivery thereof, if personally delivered or delivered by facsimile transmission (if receipt is
confirmed at the time of such transmission by telephone or facsimile-machine-generated confirmation), or on the third day following the
date of mailing, if mailed in accordance with this Section, or on the day specified for delivery to the courier service (if such day
is one on which the courier service will give normal assurances that such specified delivery will be made). Any notice, request, demand,
or other communication given otherwise than in accordance with this Section shall be deemed to have been given on the date actually received.
Each such notice, request, demand, or other communication hereunder shall be addressed, in the case of the Company, to the Company’s
Secretary at Sparta Commercial Services, Inc. 555 Fifth Avenue, 14th Floor, New York, NY 10017, or if the Company should move
its principal office, to such principal office, and, in the case of the Optionee, to the Optionee’ s last permanent address as
shown on the Company’s records, subject to the right of either party to designate some other address at any time hereafter in a
notice satisfying the requirements of this Section. Any person entitled to any notice, request, demand, or other communication hereunder
may waive the notice, request, demand, or other communication.
13. Section
409A.
(a) It
is intended that the Option awarded pursuant to this Agreement be exempt from Section 409A of the Code (“Section 409A”) because
it is believed that (i) the Exercise Price may never be less than the Fair Market Value of a Share on the Date of Grant and the number
of Shares subject to the Option is fixed on the original Date of Grant, (ii) the transfer or exercise of the Option is subject to taxation
under Section 83 of the Code and Treas. Reg. 1.83-7, and (iii) the Option does not include any feature for the deferral of compensation
other than the deferral of recognition of income until the exercise of the Option. The provisions of this Agreement shall be interpreted
in a manner consistent with this intention, and the provisions of this Agreement may not be amended, adjusted, assumed or substituted
for, converted or otherwise modified without the Optionee’ s prior written consent if and to the extent that the Company believes
or reasonably should believe that such amendment, adjustment, assumption or substitution, conversion or modification would cause the
Award to violate the requirements of Section 409A. In the event that either the Company or the Optionee believes, at any time, that any
benefit or right under this Agreement is subject to Section 409A, then the Committee may (acting alone and without any required consent
of the Optionee) amend this Agreement in such manner as the Committee deems necessary or appropriate to be exempt from or otherwise comply
with the requirements of Section 409A (including without limitation, amending the Agreement to increase the Exercise Price to such amount
as may be required in order for the Option to be exempt from Section 409A).
(b) Notwithstanding
the foregoing, the Company does not make any representation to the Optionee that the Option awarded pursuant to this Agreement is exempt
from, or satisfies, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold
harmless the Optionee or any Beneficiary for any tax, additional tax, interest or penalties that the Optionee or any Beneficiary may
incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect
thereto, that either is consented to by the Optionee or that the Company reasonably believes should not result in a violation of Section
409A, is deemed to violate any of the requirements of Section 409A.
14. Incentive
Stock Option Treatment. If designated on Schedule I hereof as an Incentive Stock Option: (a) the terms of this Option
shall be interpreted in a manner consistent with the intent of the Company and the Optionee that the Option qualify as an Incentive Stock
Option under Section 422 of the Code; (b) if any provision of the this Agreement shall be impermissible in order for the Option to qualify
as an Incentive Stock Option, then the Option shall be construed and enforced as if such provision had never been included in the Option;
and (c) if and to the extent that the number of Options granted pursuant to this Agreement exceeds the limitations contained in Section
422 of the Code on the value of Shares with respect to which this Option may qualify as an Incentive Stock Option, this Option shall
be a Non-Qualified Stock Option. If designated on Schedule I hereof as an Incentive Stock Option, this Option is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the Code, and this Agreement shall be interpreted accordingly. Notwithstanding
the foregoing, the Company shall have no liability to the Optionee, any Option Holder or any other person if the Option designated as
an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section
409A of the Code.
15. Optionee
Representations.
(a) Entirely
for Own Account. This Agreement is made with the Optionee in reliance upon the Optionee’ s representation to the Company, which
by the Optionee’ s execution of this Agreement, the Optionee hereby confirms, that the Common Stock to be acquired by the Optionee
will be acquired for investment for the Optionee’ s own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise
distributing the same. By executing this Agreement, the Optionee further represents that the Optionee does not presently have any contract,
undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person,
with respect to any of the Shares. The Optionee has not been formed for the specific purpose of acquiring the Shares.
(b) Disclosure
of Information. The Optionee has had an opportunity to discuss the Company’s business, management, financial affairs
and the terms and conditions of the issuance of the shares with the Company’s management and has had an opportunity to review
the Company’s facilities.
(d) Legends.
The Optionee understands that the Shares and any securities issued in respect of or exchange for the Shares, may be notated with any
legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate,
instrument, or book entry so legended.
(e) Accredited
Investors. The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
(f) Foreign
Investors. If the Optionee is not a United States person (as defined by Section 7701(a)(30) of the Code), the Optionee hereby represents
that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares,
(ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained,
and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer
of the Shares. The Optionee’ s subscription and payment for and continued beneficial ownership of the Shares will not violate any
applicable securities or other laws of the Optionee’ s jurisdiction.
16. Section
Headings. The Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
17. Use
of Proceeds from Stock. Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise thereof, shall constitute
general funds of the Company.
18. Adjustments
Upon Changes in Stock. In the event of changes in the outstanding Common Stock or in the capital structure of the Company by
reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as
any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring
after the Grant Date of any Award, Awards granted under the any Award Agreements, the exercise price of Options, the maximum number of
shares of Common Stock subject to all Awards will be equitably adjusted or substituted, as to the number, price or kind of a share of
Common Stock or other consideration subject to such Awards to the extent necessary to preserve the economic intent of such Award. In
the case of adjustments made pursuant to this Section 19, unless the Company or Committee, as applicable, specifically determines
that such adjustment is in the best interests of the Company or its Affiliates, the Company or Committee, as applicable, shall, in the
case of Incentive Stock Options, ensure that any adjustments under this Section 19 will not constitute a modification, extension
or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified Stock
Options, ensure that any adjustments under this Section 19 will not constitute a modification of such Non-qualified Stock Options
within the meaning of Section 409A of the Code. Any adjustments made under this Section 19 shall be made in a manner which does
not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice
of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.
19. No
Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to this Agreement. The Company
or Committee, as applicable, shall determine whether cash, additional Awards or other securities or property shall be issued or paid
in lieu of fractional shares of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.
20. Governing
Law and Venue. THIS AGREEMENT SHALL AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION
OF THE COURTS LOCATED IN THE STATE OF NEW YORK AND AGREES THAT ANY LITIGATION BETWEEN THE PARTIES WILL BE FILED IN COURTS LOCATED IN
NEW YORK, NEW YORK.
21. Arbitration.
By execution hereof, the parties hereto expressly agree that upon the request of any party, whether made before or after the institution
of any legal proceeding, any action, dispute, claim or controversy of any kind, whether in contract or in tort, statutory or common law,
legal or equitable, arising between the parties in any way arising out of any of the provisions contained in this Agreement shall be
resolved by binding arbitration administered by the American Arbitration Association (the “AAA”) and in New York, NY. Such
arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the AAA and, to the maximum extent applicable,
the Federal Arbitration Act (Title 9 of the United States Code) except as otherwise specified herein. Judgment upon the award rendered
by the arbitrator may be entered in any court having competent jurisdiction. The arbitrator shall resolve all disputes in accordance
with the applicable substantive law. A single arbitrator shall be chosen and shall decide the dispute, unless the amount sought in the
dispute exceeds $100,000, in which case a panel of three arbitrators shall decide the dispute. In all arbitration proceedings in which
the amount of any award exceeds $100,000, in the aggregate, the arbitrator(s) shall make specific, written findings of fact and conclusions
of law. In all arbitration proceedings in which the amount of any award exceeds $100,000, in the aggregate, the parties shall have, in
addition to the limited statutory right to seek a vacation or modification of an award pursuant to applicable law, the right to vacation
or modification of any award that is based, in whole or in part, on an incorrect or erroneous ruling of law by appeal to an appropriate
court having jurisdiction; provided, however, that any such application for a vacation or modification of such an award
based on an incorrect ruling of law must be filed in a court having jurisdiction over the dispute within 15 days from the date the award
is rendered. The findings of fact of the arbitrator(s) shall be binding on all parties and shall not be subject to further review except
as otherwise allowed by applicable law. No provision of this Agreement nor the exercise of any rights hereunder shall limit the right
of any party, and any party shall have the right during any dispute, to seek, use, and employ ancillary or preliminary remedies, such
as injunctive relief (including, without limitation, specific performance), from a court having jurisdiction before, during, or after
the pendency of any arbitration. The institution and maintenance of any action for judicial relief or pursuit of provisional or ancillary
remedies shall not constitute a waiver of the right of any party to submit any dispute to arbitration nor render inapplicable the compulsory
arbitration provisions hereof.
22. Attorney’s
Fees. If any action is brought to enforce or interpret the terms of this Agreement (including through arbitration), the prevailing
party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which
such party may be entitled.
23. Counterparts.
This Agreement may be executed in any number of counterparts and shall be effective when each party hereto has executed at least one
counterpart, with the same effect as if all signing parties had signed the same document. All counterparts will be construed together
and evidence only one agreement, which, notwithstanding the actual date of execution of any counterpart, shall be deemed to be dated
the day and year first written above. In making proof of this Agreement, it shall not be necessary to account for a counterpart executed
by any party other than the party against whom enforcement is sought or to account for more than one counterpart executed by the party
against whom enforcement is sought.
24. Execution
by Facsimile. The manual signature of any party hereto that is transmitted to any other party by facsimile or in portable document
format (PDF) shall be deemed for all purposes to be an original signature.
Remainder
of page intentionally left blank; signature page follows.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the 5th day of February, 2025.
|
COMPANY: |
|
|
|
Sparta
Commercial Services, Inc. |
|
|
|
By: |
|
|
Name: |
Sandra
L. Ahman |
|
Title: |
Vice
President, Operations |
The
Optionee acknowledges receipt of a copy of the Agreement and represents that he or she has reviewed the provisions of this Agreement
in their entirety, is familiar with and understands their terms and provisions, and hereby accepts this Option subject to all of the
terms and provisions of this Agreement. The Optionee further represents that he or she has had an opportunity to obtain the advice of
counsel prior to executing this Agreement.
Dated:
February 5, 2025 |
OPTIONEE: |
|
|
|
|
|
|
Name: |
Anthony
L. Havens |
|
|
|
|
Address: |
|
[Signature Page to Option Agreement]
SCHEDULE
I
NAME
OF OPTIONEE: |
Anthony
L. Havens |
|
|
DATE
OF GRANT: |
February
5, 2025 |
|
|
TYPE
OF OPTION: |
Incentive Stock Option |
No |
|
|
|
|
Non-Qualified Stock Option |
Yes |
|
|
NUMBER
OF OPTIONED SHARES: |
2,100,000 |
|
|
OPTION
PRICE: |
$0.16
per Share |
|
|
EXERCISE
PRICE: |
$0.18
per Share |
|
|
TERMINATION
DATE: |
Fifth
year anniversary of Date of Grant, subject to the other terms of the Option. |
|
|
VESTING: |
Vesting shall take place as follows: (1)
700,000 options vest immediately; (2)
700,000 options vest one year from the date
of grant; and (3) 700,000 options vest two
years from the date of grant. |
|
|
PERMISSION
TO PAY WITH SHARES: |
X
Granted ___Denied |
|
|
EXPANDED
RIGHTS TO TRANSFER OPTION: |
None |
[Schedule
I to Option Agreement]
Exhibit 4.2
SPARTA
COMMERCIAL SERVICES, INC.
STOCK OPTION AGREEMENT
FOR
Sandra
L. Ahman
Agreement
1. Grant
of Option. Sparta Commercial Services, Inc., a Nevada corporation (the “Company”), hereby grants, as of the effective
date of this Agreement specified on Schedule I hereof beside the caption “Date of Grant” (“Date of Grant”),
to Sandra L. Ahman (the “Optionee”) an option (the “Option”) to purchase an aggregate number of shares set forth
on Schedule I hereof beside the caption “Number of Optioned Shares” (such number being subject to adjustment as provided
below) of the Company’s common stock, $0.001 par value per share (the “Shares”), at an exercise price per share set
forth on Schedule I hereof beside the caption “Exercise Price” (such exercise price being subject to adjustment as
provided below) (the “Exercise Price”). The Option shall be subject to the terms and conditions set forth herein. This Option
is designated on Schedule I as either an Incentive Stock Option or a Non-Qualified Stock Option.
2. Definitions.
(a) “Affiliate”
means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common
control with, the Company.
(b) “Applicable
Laws” means the requirements related to or implicated by the applicable state corporate law, United States federal and state
securities laws, the Code, any stock exchange or quotation system on which the shares of Common Stock are listed or quoted, and the applicable
laws of any foreign country or jurisdiction where Awards are granted under.
(c) “Award”
means any right granted under this Agreement, including an Incentive Stock Option or a Non-qualified Stock Option.
(d) “Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular Person, such Person shall be deemed to have beneficial ownership of all securities that such
Person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.
(e) “Board”
means the Board of Directors of the Company, as constituted at any time.
(f) “Change
in Control” means:
(i) the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole,
to any Person that is not a subsidiary of the Company;
(ii) a
majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed
by a majority of the Board before the date of appointment or election;
(iii) the
date which is 10 business days prior to the consummation of a complete liquidation or dissolution of the Company;
(iv) the
acquisition by any Person of Beneficial Ownership of 50% or more (on a fully diluted basis) of either (a) the then outstanding shares
of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options
or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding
Company Common Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that
for purposes of this Agreement, the following acquisitions shall not constitute a Change in Control: (1) any acquisition by the Company
or any Affiliate, (2) any acquisition by any employee benefit plan sponsored or maintained by the Company or any subsidiary, (3) any
acquisition which complies with clauses, (a), (b) and (c) of subsection (v) of this definition or (4) in respect of an Award held by
a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled
by the Participant or any group of persons including the Participant); or
(v) the
consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving
the Company that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities
in the transaction (a “Business Combination”), unless immediately following such Business Combination: (a) more than 50%
of the total voting power of (A) the entity resulting from such Business Combination (the “Surviving Company”), or (B) if
applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible
to elect a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (the “Parent
Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant
to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting
power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination; (b) no Person
(other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the Beneficial
Owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect members
of the board of directors of the Parent Company (or the analogous governing body) (or, if there is no Parent Company, the Surviving Company);
and (c) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if
there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members at the time
of the Board’s approval of the execution of the initial agreement providing for such Business Combination.
(g) “Code”
means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed
to include a reference to any regulations promulgated thereunder.
(h) “Common
Stock” means common stock, $0.001 par value per share, of the Company, or such other securities of the Company as may be designated
by the Company from time to time in substitution thereof.
(i) “Consultant”
means any individual or entity which performs bona fide services to the Company or an Affiliate, other than as an Employee or Director,
and who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act.
(j) “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, consultant or
Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant
or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or
termination of the Participant’s Continuous Service; provided further that if any Award is subject to Section 409A of the
Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change in status
from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of Continuous Service. The Company
or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence. The Company
or its delegate, in its sole discretion, may determine whether a Company transaction, such as a sale or spin-off of a division or subsidiary
that employs a Participant, shall be deemed to result in a termination of Continuous Service for purposes of affected Awards, and such
decision shall be final, conclusive and binding.
(k) “Director”
means a member of the Board.
(l) “Effective
Date” shall mean the date as of which this Agreement is adopted by the Board.
(m) “Employee”
means any person, including an Officer or Director, employed by the Company or an Affiliate; provided that for purposes of determining
eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary corporation
within the meaning of Section 424 of the Code. Mere service as a Director or payment of a Director’s fee by the Company or an Affiliate
shall not be sufficient to constitute “employment” by the Company or an Affiliate.
(n) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
(o) “Disability”
means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option, the term Disability shall
have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability shall
be determined under procedures established by the Company. Except in situations where the Company is determining Disability for purposes
of the term of an Incentive Stock Option within the meaning of Section 22(e)(3) of the Code, the Company may rely on any determination
that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate
in which a Participant participates.
(p) “Fair
Market Value” means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed on any
established stock exchange or a national market, including without limitation, the New York Stock Exchange or the Nasdaq Stock Market,
the Fair Market Value shall be the weighted average closing price as quoted on such exchange or system for the thirty consecutive trading
days immediately preceding the date of the option (for a day to be included in the calculation, there must have been at least 100 shares
traded on that day). In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good
faith by the Company and such determination shall be conclusive and binding on all persons.
(q)
“Incentive Stock Option” means an Option that is designated by the Company as an incentive stock option within the
meaning of Section 422 of the Code and that meets the requirements set out in this Agreement, if applicable.
(r) “Incumbent
Directors” means individuals who, on the Effective Date, constitute the Board; provided that any individual becoming
a Director subsequent to the Effective Date whose election or nomination for election to the Board was approved by a vote of at least
two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for Director without objection to such nomination) shall be an Incumbent Director. No individual
initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to Directors
or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be
an Incumbent Director.
(s) “Non-employee
Director” means a Director who is a “non-employee director” within meaning of Rule 16b-3.
(t) “Non-qualified
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.
(u) “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.
(v) “Participant”
means an eligible person to whom an Award is granted pursuant to this Agreement or, if applicable, such other person who holds an outstanding
Award.
(w) “Person”
means a person defined in Section 13(d)(3) of the Exchange Act.
(x) “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.
(y) “Securities
Act” means the Securities Act of 1933, as amended.
3. Exercise
Schedule. Except as otherwise provided in Sections 6 or 10 of this Agreement, the Option is exercisable in installments
as specified on Schedule I hereof beside the caption “Vesting”, which shall be cumulative. To the extent that the
Option has become exercisable with respect to a percentage of Shares as provided on Schedule I hereof beside the caption “Vesting”
on each date (each date being, a “Vesting Date”) upon which the Optionee shall be entitled to exercise the Option with respect
to the percentage of Shares granted as indicated for each Vesting Date (provided that the Continuous Service of the Optionee continues
through and on the applicable Vesting Date), the Option may thereafter be exercised by the Optionee, in whole or in part, at any time
or from time to time prior to the expiration of the Option as provided herein. Except as otherwise specifically provided herein, there
shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the appropriate
Vesting Date. Upon the termination of the Optionee’ s Continuous Service, any unvested portion of the Option shall terminate and
be null and void.
4. Method
of Exercise. The vested portion of this Option shall be exercisable in whole or in part, in accordance with the Vesting of such
Options provided in Schedule I and as set forth in Section 3 hereof, by written notice which shall state the election to
exercise the Option, the number of Shares in respect of which the 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 pursuant to the provisions of
this Agreement. Such written notice shall be signed by the Optionee or if someone other than the Optionee exercises the Option, by such
other person who provides documentation acceptable to the Company, or Committee, verifying that such person has the legal right to exercise
such Option, and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied
by payment of the Exercise Price. This Option shall be deemed to be exercised after both (a) receipt by the Company of such written notice
accompanied by the Exercise Price and (b) arrangements that are satisfactory to the Committee, in its sole discretion, have been made
for Optionee’ s payment to the Company of the amount, if any, that is necessary to be withheld in accordance with applicable Federal
or state withholding requirements. No Shares shall be issued pursuant to the Option unless and until 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 then
may be traded.
5. Method
of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the
Optionee:
(a) in
cash or by certified or bank check at the time the Option is exercised;
(b) to
the extent permitted by the Committee, or as provided on Schedule I hereof beside the caption “Permission to Pay with Shares”,
and if there is a public market available for the Shares at the time of such exercise: (i) with Shares owned by the Optionee, duly endorsed
for transfer to the Company, with a fair market value on the date of delivery equal to the Exercise Price (or portion thereof) due for
the number of shares being acquired; (ii) by withholding or reducing the number of Shares otherwise deliverable to the Optionee upon
exercise of such Option by a number of Shares with an aggregate fair market value equal to the aggregate Exercise Price at the time of
exercise; or (iii) pursuant to a “cashless exercise” procedure established with a broker; provided that such payment
by this method requires delivery of a properly executed exercise notice together with such other documentation, and subject to such guidelines,
as the Committee or Company shall require to effect an exercise of the Option and delivery to the Company by a licensed broker acceptable
to the Company of proceeds from the sale of Shares sufficient to pay the Exercise Price and any applicable income or employment taxes;
provided further that the Optionee shall provide irrevocable written instructions (x) to such designated brokerage firm to effect
the immediate sale of a portion of the purchased Shares and remit to the Company, out of the sale proceeds available on the settlement
date, an amount sufficient to cover the aggregate Exercise Price payable for the purchased Shares plus all applicable state and federal
income and employment taxes required to be withheld by the Company by reason of such purchase and/or sale and (y) to the Company to deliver
the certificates for the purchase Shares directly to such brokerage firm to effect the sale transaction; or
(c) in
any other consideration or in such other manner as may be determined by the Committee, in its absolute discretion.
Notwithstanding
anything contained herein to the contrary, no exercise shall become effective until the Company determines that the issuance and delivery
of the Shares pursuant to such exercise is in compliance with all applicable laws, regulations and requirements of any securities exchange
on which the Shares may be traded.
6. Termination
of Option
(a) General.
Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the fifth anniversary
of the date as of which the Option is granted (or, if a different date is shown on Schedule I hereof beside the caption “Termination
Date”, such date).
(b) Cancellation.
To the extent not previously exercised:
(i) the
Option shall terminate immediately in the event of (a) the liquidation or dissolution of the Company, or (b) any reorganization, merger,
consolidation or other form of corporate transaction in which the Company does not survive or the Shares are exchanged for or converted
into securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor or acquiring entity,
or an Affiliate thereof, assumes the Option or substitutes an equivalent option or right; and
(ii) the
Committee in its sole discretion may by written notice cancel (“cancellation notice”), effective upon the consummation of
any transaction that constitutes a Change in Control, the Option (or portion thereof) that remains unexercised on such date.
The
Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time prior
to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that
the Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if
and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date
of such transaction). The Optionee may condition their exercise of the Option upon the consummation of a transaction referred to in this
Section 6(b).
7. Transferability.
Unless (i) transfers are expressly permitted in the language appearing beside the caption “Expanded Rights to Transfer Option”
on Schedule I hereof or (ii) otherwise determined by the Company or Committee, the Option granted hereby is not transferable otherwise
than by will or under the applicable laws of descent and distribution, and during the lifetime of the Optionee the Option shall be exercisable
only by the Optionee, or the Optionee’ s guardian or legal representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall not be subject to execution, attachment
or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Option, or in the event of any levy upon
the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, the Option shall immediately
become null and void. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.
8. No
Rights of Stockholders. Neither the Optionee nor any personal representative (or beneficiary) shall be, or shall have any of
the rights and privileges of, a stockholder of the Company with respect to any Shares purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date on which the Shares are issued.
9. Acceleration
of Exercisability of Option.
(a) Acceleration
Upon Certain Terminations or Cancellations of Option. This Option shall become immediately fully exercisable in the event that, prior
to the termination of the Option pursuant to Section 6 hereof, (i) the Option is terminated pursuant to Section 6(b)(i)
hereof, or (ii) the Company exercises its discretion to provide a cancellation notice with respect to the Option pursuant to Section
6(b)(ii) hereof.
(b) Acceleration
Upon Change in Control. This Option shall become immediately fully exercisable in the event that, prior to the termination of the
Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.
10. No
Right to Continuous Service. Neither the Option nor this Agreement shall confer upon the Optionee any right to Continuous Service
with the Company or any Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company
or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without Cause or (b) the service of
a Director pursuant to the By-laws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in
which the Company or the Affiliate is incorporated, as the case may be.
11. Information
Confidential. As partial consideration for the granting of the Option, the Optionee agrees with the Company to keep confidential
all information and knowledge that the Optionee has relating to the manner and amount of the Optionee’ s participation; provided,
however, that such information may be disclosed as required by law and may be given in confidence to the Optionee’ s spouse,
the Optionee’ s tax and financial advisors, or financial institutions to the extent that such information is necessary to secure
a loan.
12. Notices.
All notices, requests, demands, and other communications hereunder shall be in writing and shall be personally delivered, delivered by
facsimile or courier service, or mailed, certified with first class postage prepaid to the address specified by the person who is to
receive the same. Each such notice, request, demand, or other communication hereunder shall be deemed to have been given (whether actually
received or not) on the date of actual delivery thereof, if personally delivered or delivered by facsimile transmission (if receipt is
confirmed at the time of such transmission by telephone or facsimile-machine-generated confirmation), or on the third day following the
date of mailing, if mailed in accordance with this Section, or on the day specified for delivery to the courier service (if such day
is one on which the courier service will give normal assurances that such specified delivery will be made). Any notice, request, demand,
or other communication given otherwise than in accordance with this Section shall be deemed to have been given on the date actually received.
Each such notice, request, demand, or other communication hereunder shall be addressed, in the case of the Company, to the Company’s
Secretary at Sparta Commercial Services, Inc. 555 Fifth Avenue, 14th Floor, New York, NY 10017, or if the Company should move
its principal office, to such principal office, and, in the case of the Optionee, to the Optionee’ s last permanent address as
shown on the Company’s records, subject to the right of either party to designate some other address at any time hereafter in a
notice satisfying the requirements of this Section. Any person entitled to any notice, request, demand, or other communication hereunder
may waive the notice, request, demand, or other communication.
13. Section
409A.
(a) It
is intended that the Option awarded pursuant to this Agreement be exempt from Section 409A of the Code (“Section 409A”) because
it is believed that (i) the Exercise Price may never be less than the Fair Market Value of a Share on the Date of Grant and the number
of Shares subject to the Option is fixed on the original Date of Grant, (ii) the transfer or exercise of the Option is subject to taxation
under Section 83 of the Code and Treas. Reg. 1.83-7, and (iii) the Option does not include any feature for the deferral of compensation
other than the deferral of recognition of income until the exercise of the Option. The provisions of this Agreement shall be interpreted
in a manner consistent with this intention, and the provisions of this Agreement may not be amended, adjusted, assumed or substituted
for, converted or otherwise modified without the Optionee’ s prior written consent if and to the extent that the Company believes
or reasonably should believe that such amendment, adjustment, assumption or substitution, conversion or modification would cause the
Award to violate the requirements of Section 409A. In the event that either the Company or the Optionee believes, at any time, that any
benefit or right under this Agreement is subject to Section 409A, then the Committee may (acting alone and without any required consent
of the Optionee) amend this Agreement in such manner as the Committee deems necessary or appropriate to be exempt from or otherwise comply
with the requirements of Section 409A (including without limitation, amending the Agreement to increase the Exercise Price to such amount
as may be required in order for the Option to be exempt from Section 409A).
(b) Notwithstanding
the foregoing, the Company does not make any representation to the Optionee that the Option awarded pursuant to this Agreement is exempt
from, or satisfies, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold
harmless the Optionee or any Beneficiary for any tax, additional tax, interest or penalties that the Optionee or any Beneficiary may
incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect
thereto, that either is consented to by the Optionee or that the Company reasonably believes should not result in a violation of Section
409A, is deemed to violate any of the requirements of Section 409A.
14. Incentive
Stock Option Treatment. If designated on Schedule I hereof as an Incentive Stock Option: (a) the terms of this Option
shall be interpreted in a manner consistent with the intent of the Company and the Optionee that the Option qualify as an Incentive Stock
Option under Section 422 of the Code; (b) if any provision of the this Agreement shall be impermissible in order for the Option to qualify
as an Incentive Stock Option, then the Option shall be construed and enforced as if such provision had never been included in the Option;
and (c) if and to the extent that the number of Options granted pursuant to this Agreement exceeds the limitations contained in Section
422 of the Code on the value of Shares with respect to which this Option may qualify as an Incentive Stock Option, this Option shall
be a Non-Qualified Stock Option. If designated on Schedule I hereof as an Incentive Stock Option, this Option is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the Code, and this Agreement shall be interpreted accordingly. Notwithstanding
the foregoing, the Company shall have no liability to the Optionee, any Option Holder or any other person if the Option designated as
an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section
409A of the Code.
15. Optionee
Representations.
(a) Entirely
for Own Account. This Agreement is made with the Optionee in reliance upon the Optionee’ s representation to the Company, which
by the Optionee’ s execution of this Agreement, the Optionee hereby confirms, that the Common Stock to be acquired by the Optionee
will be acquired for investment for the Optionee’ s own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise
distributing the same. By executing this Agreement, the Optionee further represents that the Optionee does not presently have any contract,
undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person,
with respect to any of the Shares. The Optionee has not been formed for the specific purpose of acquiring the Shares.
(b) Disclosure
of Information. The Optionee has had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the issuance of the shares with the Company’s management and has had an opportunity to
review the Company’s facilities.
(d) Legends.
The Optionee understands that the Shares and any securities issued in respect of or exchange for the Shares, may be notated with any
legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate,
instrument, or book entry so legended.
(e) Accredited
Investors. The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
(f) Foreign
Investors. If the Optionee is not a United States person (as defined by Section 7701(a)(30) of the Code), the Optionee hereby represents
that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares,
(ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained,
and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer
of the Shares. The Optionee’ s subscription and payment for and continued beneficial ownership of the Shares will not violate any
applicable securities or other laws of the Optionee’ s jurisdiction.
16. Section
Headings. The Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
17. Use
of Proceeds from Stock. Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise thereof, shall constitute
general funds of the Company.
18. Adjustments
Upon Changes in Stock. In the event of changes in the outstanding Common Stock or in the capital structure of the Company by
reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as
any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring
after the Grant Date of any Award, Awards granted under the any Award Agreements, the exercise price of Options, the maximum number of
shares of Common Stock subject to all Awards will be equitably adjusted or substituted, as to the number, price or kind of a share of
Common Stock or other consideration subject to such Awards to the extent necessary to preserve the economic intent of such Award. In
the case of adjustments made pursuant to this Section 19, unless the Company or Committee, as applicable, specifically determines
that such adjustment is in the best interests of the Company or its Affiliates, the Company or Committee, as applicable, shall, in the
case of Incentive Stock Options, ensure that any adjustments under this Section 19 will not constitute a modification, extension
or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified Stock
Options, ensure that any adjustments under this Section 19 will not constitute a modification of such Non-qualified Stock Options
within the meaning of Section 409A of the Code. Any adjustments made under this Section 19 shall be made in a manner which does
not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice
of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.
19. No
Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to this Agreement. The Company
or Committee, as applicable, shall determine whether cash, additional Awards or other securities or property shall be issued or paid
in lieu of fractional shares of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.
20. Governing
Law and Venue. THIS AGREEMENT SHALL AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION
OF THE COURTS LOCATED IN THE STATE OF NEW YORK AND AGREES THAT ANY LITIGATION BETWEEN THE PARTIES WILL BE FILED IN COURTS LOCATED IN
NEW YORK, NEW YORK.
21. Arbitration.
By execution hereof, the parties hereto expressly agree that upon the request of any party, whether made before or after the institution
of any legal proceeding, any action, dispute, claim or controversy of any kind, whether in contract or in tort, statutory or common law,
legal or equitable, arising between the parties in any way arising out of any of the provisions contained in this Agreement shall be
resolved by binding arbitration administered by the American Arbitration Association (the “AAA”) and in New York, NY. Such
arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the AAA and, to the maximum extent applicable,
the Federal Arbitration Act (Title 9 of the United States Code) except as otherwise specified herein. Judgment upon the award rendered
by the arbitrator may be entered in any court having competent jurisdiction. The arbitrator shall resolve all disputes in accordance
with the applicable substantive law. A single arbitrator shall be chosen and shall decide the dispute, unless the amount sought in the
dispute exceeds $100,000, in which case a panel of three arbitrators shall decide the dispute. In all arbitration proceedings in which
the amount of any award exceeds $100,000, in the aggregate, the arbitrator(s) shall make specific, written findings of fact and conclusions
of law. In all arbitration proceedings in which the amount of any award exceeds $100,000, in the aggregate, the parties shall have, in
addition to the limited statutory right to seek a vacation or modification of an award pursuant to applicable law, the right to vacation
or modification of any award that is based, in whole or in part, on an incorrect or erroneous ruling of law by appeal to an appropriate
court having jurisdiction; provided, however, that any such application for a vacation or modification of such an award
based on an incorrect ruling of law must be filed in a court having jurisdiction over the dispute within 15 days from the date the award
is rendered. The findings of fact of the arbitrator(s) shall be binding on all parties and shall not be subject to further review except
as otherwise allowed by applicable law. No provision of this Agreement nor the exercise of any rights hereunder shall limit the right
of any party, and any party shall have the right during any dispute, to seek, use, and employ ancillary or preliminary remedies, such
as injunctive relief (including, without limitation, specific performance), from a court having jurisdiction before, during, or after
the pendency of any arbitration. The institution and maintenance of any action for judicial relief or pursuit of provisional or ancillary
remedies shall not constitute a waiver of the right of any party to submit any dispute to arbitration nor render inapplicable the compulsory
arbitration provisions hereof.
22. Attorney’s
Fees. If any action is brought to enforce or interpret the terms of this Agreement (including through arbitration), the prevailing
party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which
such party may be entitled.
23. Counterparts.
This Agreement may be executed in any number of counterparts and shall be effective when each party hereto has executed at least one
counterpart, with the same effect as if all signing parties had signed the same document. All counterparts will be construed together
and evidence only one agreement, which, notwithstanding the actual date of execution of any counterpart, shall be deemed to be dated
the day and year first written above. In making proof of this Agreement, it shall not be necessary to account for a counterpart executed
by any party other than the party against whom enforcement is sought or to account for more than one counterpart executed by the party
against whom enforcement is sought.
24. Execution
by Facsimile. The manual signature of any party hereto that is transmitted to any other party by facsimile or in portable document
format (PDF) shall be deemed for all purposes to be an original signature.
Remainder
of page intentionally left blank; signature page follows.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the 5th day of February, 2025.
|
COMPANY: |
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Sparta Commercial Services, Inc. |
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By: |
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|
Name: |
Anthony L. Havens |
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Title: |
Chief Executive Officer |
The
Optionee acknowledges receipt of a copy of the Agreement and represents that he or she has reviewed the provisions of this Agreement
in their entirety, is familiar with and understands their terms and provisions, and hereby accepts this Option subject to all of the
terms and provisions of this Agreement. The Optionee further represents that he or she has had an opportunity to obtain the advice of
counsel prior to executing this Agreement.
Dated: February 5, 2025 |
OPTIONEE: |
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Name: |
Sandra L. Ahman |
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Address: |
|
[Signature Page to Option Agreement]
SCHEDULE
I
NAME
OF OPTIONEE: |
|
Sandra
L. Ahman |
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DATE
OF GRANT: |
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February
5, 2025 |
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TYPE
OF OPTION: |
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Incentive
Stock Option |
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No |
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Non-Qualified
Stock Option |
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Yes |
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NUMBER
OF OPTIONED SHARES: |
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900,000 |
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OPTION
PRICE: |
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$0.16
per Share |
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EXERCISE
PRICE: |
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$0.18
per Share |
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TERMINATION
DATE: |
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Fifth
year anniversary of Date of Grant, subject to the other terms of the Option. |
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VESTING: |
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Vesting
shall take place as follows: (1) 300,000 options vest immediately; (2) 300,000 options vest one year from the date of grant; and
(3) 300,000 options vest two years from the date of grant. |
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PERMISSION
TO PAY WITH SHARES: |
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X
Granted ___Denied |
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EXPANDED
RIGHTS TO TRANSFER OPTION: |
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None |
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[Schedule
I to Option Agreement]
Exhibit 4.3
SPARTA
COMMERCIAL SERVICES, INC.
STOCK OPTION AGREEMENT
FOR
Kristian
Srb
Agreement
1. Grant
of Option. Sparta Commercial Services, Inc., a Nevada corporation (the “Company”), hereby grants, as of the effective
date of this Agreement specified on Schedule I hereof beside the caption “Date of Grant” (“Date of Grant”),
to Kristian Srb (the “Optionee”) an option (the “Option”) to purchase an aggregate number of shares set forth
on Schedule I hereof beside the caption “Number of Optioned Shares” (such number being subject to adjustment as provided
below) of the Company’s common stock, $0.001 par value per share (the “Shares”), at an exercise price per share set
forth on Schedule I hereof beside the caption “Exercise Price” (such exercise price being subject to adjustment as
provided below) (the “Exercise Price”). The Option shall be subject to the terms and conditions set forth herein. This Option
is designated on Schedule I as either an Incentive Stock Option or a Non-Qualified Stock Option.
2. Definitions.
(a) “Affiliate”
means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common
control with, the Company.
(b) “Applicable
Laws” means the requirements related to or implicated by the applicable state corporate law, United States federal and state
securities laws, the Code, any stock exchange or quotation system on which the shares of Common Stock are listed or quoted, and the applicable
laws of any foreign country or jurisdiction where Awards are granted under.
(c) “Award”
means any right granted under this Agreement, including an Incentive Stock Option or a Non-qualified Stock Option.
(d) “Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular Person, such Person shall be deemed to have beneficial ownership of all securities that such
Person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.
(e) “Board”
means the Board of Directors of the Company, as constituted at any time.
(f) “Change
in Control” means:
(i) the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole,
to any Person that is not a subsidiary of the Company;
(ii) a
majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed
by a majority of the Board before the date of appointment or election;
(iii) the
date which is 10 business days prior to the consummation of a complete liquidation or dissolution of the Company;
(iv) the
acquisition by any Person of Beneficial Ownership of 50% or more (on a fully diluted basis) of either (a) the then outstanding shares
of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options
or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding
Company Common Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that
for purposes of this Agreement, the following acquisitions shall not constitute a Change in Control: (1) any acquisition by the Company
or any Affiliate, (2) any acquisition by any employee benefit plan sponsored or maintained by the Company or any subsidiary, (3) any
acquisition which complies with clauses, (a), (b) and (c) of subsection (v) of this definition or (4) in respect of an Award held by
a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled
by the Participant or any group of persons including the Participant); or
(v) the
consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving
the Company that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities
in the transaction (a “Business Combination”), unless immediately following such Business Combination: (a) more than 50%
of the total voting power of (A) the entity resulting from such Business Combination (the “Surviving Company”), or (B) if
applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible
to elect a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (the “Parent
Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant
to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting
power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination; (b) no Person
(other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the Beneficial
Owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect members
of the board of directors of the Parent Company (or the analogous governing body) (or, if there is no Parent Company, the Surviving Company);
and (c) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if
there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members at the time
of the Board’s approval of the execution of the initial agreement providing for such Business Combination.
(g) “Code”
means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed
to include a reference to any regulations promulgated thereunder.
(h) “Common
Stock” means common stock, $0.001 par value per share, of the Company, or such other securities of the Company as may be designated
by the Company from time to time in substitution thereof.
(i) “Consultant”
means any individual or entity which performs bona fide services to the Company or an Affiliate, other than as an Employee or Director,
and who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act.
(j) “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, consultant or
Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant
or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or
termination of the Participant’s Continuous Service; provided further that if any Award is subject to Section 409A of the
Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change in status
from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of Continuous Service. The Company
or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence. The Company
or its delegate, in its sole discretion, may determine whether a Company transaction, such as a sale or spin-off of a division or subsidiary
that employs a Participant, shall be deemed to result in a termination of Continuous Service for purposes of affected Awards, and such
decision shall be final, conclusive and binding.
(k) “Director”
means a member of the Board.
(l) “Effective
Date” shall mean the date as of which this Agreement is adopted by the Board.
(m) “Employee”
means any person, including an Officer or Director, employed by the Company or an Affiliate; provided that for purposes of determining
eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary corporation
within the meaning of Section 424 of the Code. Mere service as a Director or payment of a Director’s fee by the Company or an Affiliate
shall not be sufficient to constitute “employment” by the Company or an Affiliate.
(n) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
(o) “Disability”
means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option, the term Disability shall
have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability shall
be determined under procedures established by the Company. Except in situations where the Company is determining Disability for purposes
of the term of an Incentive Stock Option within the meaning of Section 22(e)(3) of the Code, the Company may rely on any determination
that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate
in which a Participant participates.
(p) “Fair
Market Value” means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed on any
established stock exchange or a national market, including without limitation, the New York Stock Exchange or the Nasdaq Stock Market,
the Fair Market Value shall be the weighted average closing price as quoted on such exchange or system for the thirty consecutive trading
days immediately preceding the date of the option (for a day to be included in the calculation, there must have been at least 100 shares
traded on that day). In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good
faith by the Company and such determination shall be conclusive and binding on all persons.
(q)
“Incentive Stock Option” means an Option that is designated by the Company as an incentive stock option within the
meaning of Section 422 of the Code and that meets the requirements set out in this Agreement, if applicable.
(r) “Incumbent
Directors” means individuals who, on the Effective Date, constitute the Board; provided that any individual becoming
a Director subsequent to the Effective Date whose election or nomination for election to the Board was approved by a vote of at least
two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for Director without objection to such nomination) shall be an Incumbent Director. No individual
initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to Directors
or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be
an Incumbent Director.
(s) “Non-employee
Director” means a Director who is a “non-employee director” within meaning of Rule 16b-3.
(t) “Non-qualified
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.
(u) “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.
(v) “Participant”
means an eligible person to whom an Award is granted pursuant to this Agreement or, if applicable, such other person who holds an outstanding
Award.
(w) “Person”
means a person defined in Section 13(d)(3) of the Exchange Act.
(x) “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.
(y) “Securities
Act” means the Securities Act of 1933, as amended.
3. Exercise
Schedule. Except as otherwise provided in Sections 6 or 10 of this Agreement, the Option is exercisable in installments
as specified on Schedule I hereof beside the caption “Vesting”, which shall be cumulative. To the extent that the
Option has become exercisable with respect to a percentage of Shares as provided on Schedule I hereof beside the caption “Vesting”
on each date (each date being, a “Vesting Date”) upon which the Optionee shall be entitled to exercise the Option with respect
to the percentage of Shares granted as indicated for each Vesting Date (provided that the Continuous Service of the Optionee continues
through and on the applicable Vesting Date), the Option may thereafter be exercised by the Optionee, in whole or in part, at any time
or from time to time prior to the expiration of the Option as provided herein. Except as otherwise specifically provided herein, there
shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the appropriate
Vesting Date. Upon the termination of the Optionee’ s Continuous Service, any unvested portion of the Option shall terminate and
be null and void.
4. Method
of Exercise. The vested portion of this Option shall be exercisable in whole or in part, in accordance with the Vesting of such
Options provided in Schedule I and as set forth in Section 3 hereof, by written notice which shall state the election to
exercise the Option, the number of Shares in respect of which the 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 pursuant to the provisions of
this Agreement. Such written notice shall be signed by the Optionee or if someone other than the Optionee exercises the Option, by such
other person who provides documentation acceptable to the Company, or Committee, verifying that such person has the legal right to exercise
such Option, and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied
by payment of the Exercise Price. This Option shall be deemed to be exercised after both (a) receipt by the Company of such written notice
accompanied by the Exercise Price and (b) arrangements that are satisfactory to the Committee, in its sole discretion, have been made
for Optionee’ s payment to the Company of the amount, if any, that is necessary to be withheld in accordance with applicable Federal
or state withholding requirements. No Shares shall be issued pursuant to the Option unless and until 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 then
may be traded.
5. Method
of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the
Optionee:
(a) in
cash or by certified or bank check at the time the Option is exercised;
(b) to
the extent permitted by the Committee, or as provided on Schedule I hereof beside the caption “Permission to Pay with Shares”,
and if there is a public market available for the Shares at the time of such exercise: (i) with Shares owned by the Optionee, duly endorsed
for transfer to the Company, with a fair market value on the date of delivery equal to the Exercise Price (or portion thereof) due for
the number of shares being acquired; (ii) by withholding or reducing the number of Shares otherwise deliverable to the Optionee upon
exercise of such Option by a number of Shares with an aggregate fair market value equal to the aggregate Exercise Price at the time of
exercise; or (iii) pursuant to a “cashless exercise” procedure established with a broker; provided that such payment
by this method requires delivery of a properly executed exercise notice together with such other documentation, and subject to such guidelines,
as the Committee or Company shall require to effect an exercise of the Option and delivery to the Company by a licensed broker acceptable
to the Company of proceeds from the sale of Shares sufficient to pay the Exercise Price and any applicable income or employment taxes;
provided further that the Optionee shall provide irrevocable written instructions (x) to such designated brokerage firm to effect
the immediate sale of a portion of the purchased Shares and remit to the Company, out of the sale proceeds available on the settlement
date, an amount sufficient to cover the aggregate Exercise Price payable for the purchased Shares plus all applicable state and federal
income and employment taxes required to be withheld by the Company by reason of such purchase and/or sale and (y) to the Company to deliver
the certificates for the purchase Shares directly to such brokerage firm to effect the sale transaction; or
(c) in
any other consideration or in such other manner as may be determined by the Committee, in its absolute discretion.
Notwithstanding
anything contained herein to the contrary, no exercise shall become effective until the Company determines that the issuance and delivery
of the Shares pursuant to such exercise is in compliance with all applicable laws, regulations and requirements of any securities exchange
on which the Shares may be traded.
6. Termination
of Option
(a) General.
Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the fifth anniversary
of the date as of which the Option is granted (or, if a different date is shown on Schedule I hereof beside the caption “Termination
Date”, such date).
(b) Cancellation.
To the extent not previously exercised:
(i) the
Option shall terminate immediately in the event of (a) the liquidation or dissolution of the Company, or (b) any reorganization, merger,
consolidation or other form of corporate transaction in which the Company does not survive or the Shares are exchanged for or converted
into securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor or acquiring entity,
or an Affiliate thereof, assumes the Option or substitutes an equivalent option or right; and
(ii) the
Committee in its sole discretion may by written notice cancel (“cancellation notice”), effective upon the consummation of
any transaction that constitutes a Change in Control, the Option (or portion thereof) that remains unexercised on such date.
The
Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time prior
to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that
the Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if
and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date
of such transaction). The Optionee may condition their exercise of the Option upon the consummation of a transaction referred to in this
Section 6(b).
7. Transferability.
Unless (i) transfers are expressly permitted in the language appearing beside the caption “Expanded Rights to Transfer Option”
on Schedule I hereof or (ii) otherwise determined by the Company or Committee, the Option granted hereby is not transferable otherwise
than by will or under the applicable laws of descent and distribution, and during the lifetime of the Optionee the Option shall be exercisable
only by the Optionee, or the Optionee’ s guardian or legal representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall not be subject to execution, attachment
or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Option, or in the event of any levy upon
the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, the Option shall immediately
become null and void. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.
8. No
Rights of Stockholders. Neither the Optionee nor any personal representative (or beneficiary) shall be, or shall have any of
the rights and privileges of, a stockholder of the Company with respect to any Shares purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date on which the Shares are issued.
9. Acceleration
of Exercisability of Option.
(a) Acceleration
Upon Certain Terminations or Cancellations of Option. This Option shall become immediately fully exercisable in the event that, prior
to the termination of the Option pursuant to Section 6 hereof, (i) the Option is terminated pursuant to Section 6(b)(i)
hereof, or (ii) the Company exercises its discretion to provide a cancellation notice with respect to the Option pursuant to Section
6(b)(ii) hereof.
(b) Acceleration
Upon Change in Control. This Option shall become immediately fully exercisable in the event that, prior to the termination of the
Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.
10. No
Right to Continuous Service. Neither the Option nor this Agreement shall confer upon the Optionee any right to Continuous Service
with the Company or any Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company
or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without Cause or (b) the service of
a Director pursuant to the By-laws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in
which the Company or the Affiliate is incorporated, as the case may be.
11. Information
Confidential. As partial consideration for the granting of the Option, the Optionee agrees with the Company to keep confidential
all information and knowledge that the Optionee has relating to the manner and amount of the Optionee’ s participation; provided,
however, that such information may be disclosed as required by law and may be given in confidence to the Optionee’ s spouse,
the Optionee’ s tax and financial advisors, or financial institutions to the extent that such information is necessary to secure
a loan.
12. Notices.
All notices, requests, demands, and other communications hereunder shall be in writing and shall be personally delivered, delivered by
facsimile or courier service, or mailed, certified with first class postage prepaid to the address specified by the person who is to
receive the same. Each such notice, request, demand, or other communication hereunder shall be deemed to have been given (whether actually
received or not) on the date of actual delivery thereof, if personally delivered or delivered by facsimile transmission (if receipt is
confirmed at the time of such transmission by telephone or facsimile-machine-generated confirmation), or on the third day following the
date of mailing, if mailed in accordance with this Section, or on the day specified for delivery to the courier service (if such day
is one on which the courier service will give normal assurances that such specified delivery will be made). Any notice, request, demand,
or other communication given otherwise than in accordance with this Section shall be deemed to have been given on the date actually received.
Each such notice, request, demand, or other communication hereunder shall be addressed, in the case of the Company, to the Company’s
Secretary at Sparta Commercial Services, Inc. 555 Fifth Avenue, 14th Floor, New York, NY 10017, or if the Company should move
its principal office, to such principal office, and, in the case of the Optionee, to the Optionee’ s last permanent address as
shown on the Company’s records, subject to the right of either party to designate some other address at any time hereafter in a
notice satisfying the requirements of this Section. Any person entitled to any notice, request, demand, or other communication hereunder
may waive the notice, request, demand, or other communication.
13.
Section 409A.
(a) It
is intended that the Option awarded pursuant to this Agreement be exempt from Section 409A of the Code (“Section 409A”) because
it is believed that (i) the Exercise Price may never be less than the Fair Market Value of a Share on the Date of Grant and the number
of Shares subject to the Option is fixed on the original Date of Grant, (ii) the transfer or exercise of the Option is subject to taxation
under Section 83 of the Code and Treas. Reg. 1.83-7, and (iii) the Option does not include any feature for the deferral of compensation
other than the deferral of recognition of income until the exercise of the Option. The provisions of this Agreement shall be interpreted
in a manner consistent with this intention, and the provisions of this Agreement may not be amended, adjusted, assumed or substituted
for, converted or otherwise modified without the Optionee’ s prior written consent if and to the extent that the Company believes
or reasonably should believe that such amendment, adjustment, assumption or substitution, conversion or modification would cause the
Award to violate the requirements of Section 409A. In the event that either the Company or the Optionee believes, at any time, that any
benefit or right under this Agreement is subject to Section 409A, then the Committee may (acting alone and without any required consent
of the Optionee) amend this Agreement in such manner as the Committee deems necessary or appropriate to be exempt from or otherwise comply
with the requirements of Section 409A (including without limitation, amending the Agreement to increase the Exercise Price to such amount
as may be required in order for the Option to be exempt from Section 409A).
(b) Notwithstanding
the foregoing, the Company does not make any representation to the Optionee that the Option awarded pursuant to this Agreement is exempt
from, or satisfies, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold
harmless the Optionee or any Beneficiary for any tax, additional tax, interest or penalties that the Optionee or any Beneficiary may
incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect
thereto, that either is consented to by the Optionee or that the Company reasonably believes should not result in a violation of Section
409A, is deemed to violate any of the requirements of Section 409A.
14. Incentive
Stock Option Treatment. If designated on Schedule I hereof as an Incentive Stock Option: (a) the terms of this Option
shall be interpreted in a manner consistent with the intent of the Company and the Optionee that the Option qualify as an Incentive Stock
Option under Section 422 of the Code; (b) if any provision of the this Agreement shall be impermissible in order for the Option to qualify
as an Incentive Stock Option, then the Option shall be construed and enforced as if such provision had never been included in the Option;
and (c) if and to the extent that the number of Options granted pursuant to this Agreement exceeds the limitations contained in Section
422 of the Code on the value of Shares with respect to which this Option may qualify as an Incentive Stock Option, this Option shall
be a Non-Qualified Stock Option. If designated on Schedule I hereof as an Incentive Stock Option, this Option is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the Code, and this Agreement shall be interpreted accordingly. Notwithstanding
the foregoing, the Company shall have no liability to the Optionee, any Option Holder or any other person if the Option designated as
an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section
409A of the Code.
15. Optionee
Representations.
(a) Entirely
for Own Account. This Agreement is made with the Optionee in reliance upon the Optionee’ s representation to the Company, which
by the Optionee’ s execution of this Agreement, the Optionee hereby confirms, that the Common Stock to be acquired by the Optionee
will be acquired for investment for the Optionee’ s own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise
distributing the same. By executing this Agreement, the Optionee further represents that the Optionee does not presently have any contract,
undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person,
with respect to any of the Shares. The Optionee has not been formed for the specific purpose of acquiring the Shares.
(b)
Disclosure of Information. The Optionee has had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the issuance of the shares with the Company’s management and has had an opportunity to
review the Company’s facilities.
(d) Legends.
The Optionee understands that the Shares and any securities issued in respect of or exchange for the Shares, may be notated with any
legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate,
instrument, or book entry so legended.
(e) Accredited
Investors. The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
(f) Foreign
Investors. If the Optionee is not a United States person (as defined by Section 7701(a)(30) of the Code), the Optionee hereby represents
that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares,
(ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained,
and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer
of the Shares. The Optionee’ s subscription and payment for and continued beneficial ownership of the Shares will not violate any
applicable securities or other laws of the Optionee’ s jurisdiction.
16. Section
Headings. The Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
17. Use
of Proceeds from Stock. Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise thereof, shall constitute
general funds of the Company.
18. Adjustments
Upon Changes in Stock. In the event of changes in the outstanding Common Stock or in the capital structure of the Company by
reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as
any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring
after the Grant Date of any Award, Awards granted under the any Award Agreements, the exercise price of Options, the maximum number of
shares of Common Stock subject to all Awards will be equitably adjusted or substituted, as to the number, price or kind of a share of
Common Stock or other consideration subject to such Awards to the extent necessary to preserve the economic intent of such Award. In
the case of adjustments made pursuant to this Section 19, unless the Company or Committee, as applicable, specifically determines
that such adjustment is in the best interests of the Company or its Affiliates, the Company or Committee, as applicable, shall, in the
case of Incentive Stock Options, ensure that any adjustments under this Section 19 will not constitute a modification, extension
or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified Stock
Options, ensure that any adjustments under this Section 19 will not constitute a modification of such Non-qualified Stock Options
within the meaning of Section 409A of the Code. Any adjustments made under this Section 19 shall be made in a manner which does
not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice
of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.
19. No
Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to this Agreement. The Company
or Committee, as applicable, shall determine whether cash, additional Awards or other securities or property shall be issued or paid
in lieu of fractional shares of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.
20. Governing
Law and Venue. THIS AGREEMENT SHALL AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION
OF THE COURTS LOCATED IN THE STATE OF NEW YORK AND AGREES THAT ANY LITIGATION BETWEEN THE PARTIES WILL BE FILED IN COURTS LOCATED IN
NEW YORK, NEW YORK.
21. Arbitration.
By execution hereof, the parties hereto expressly agree that upon the request of any party, whether made before or after the institution
of any legal proceeding, any action, dispute, claim or controversy of any kind, whether in contract or in tort, statutory or common law,
legal or equitable, arising between the parties in any way arising out of any of the provisions contained in this Agreement shall be
resolved by binding arbitration administered by the American Arbitration Association (the “AAA”) and in New York, NY. Such
arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the AAA and, to the maximum extent applicable,
the Federal Arbitration Act (Title 9 of the United States Code) except as otherwise specified herein. Judgment upon the award rendered
by the arbitrator may be entered in any court having competent jurisdiction. The arbitrator shall resolve all disputes in accordance
with the applicable substantive law. A single arbitrator shall be chosen and shall decide the dispute, unless the amount sought in the
dispute exceeds $100,000, in which case a panel of three arbitrators shall decide the dispute. In all arbitration proceedings in which
the amount of any award exceeds $100,000, in the aggregate, the arbitrator(s) shall make specific, written findings of fact and conclusions
of law. In all arbitration proceedings in which the amount of any award exceeds $100,000, in the aggregate, the parties shall have, in
addition to the limited statutory right to seek a vacation or modification of an award pursuant to applicable law, the right to vacation
or modification of any award that is based, in whole or in part, on an incorrect or erroneous ruling of law by appeal to an appropriate
court having jurisdiction; provided, however, that any such application for a vacation or modification of such an award
based on an incorrect ruling of law must be filed in a court having jurisdiction over the dispute within 15 days from the date the award
is rendered. The findings of fact of the arbitrator(s) shall be binding on all parties and shall not be subject to further review except
as otherwise allowed by applicable law. No provision of this Agreement nor the exercise of any rights hereunder shall limit the right
of any party, and any party shall have the right during any dispute, to seek, use, and employ ancillary or preliminary remedies, such
as injunctive relief (including, without limitation, specific performance), from a court having jurisdiction before, during, or after
the pendency of any arbitration. The institution and maintenance of any action for judicial relief or pursuit of provisional or ancillary
remedies shall not constitute a waiver of the right of any party to submit any dispute to arbitration nor render inapplicable the compulsory
arbitration provisions hereof.
22. Attorney’s
Fees. If any action is brought to enforce or interpret the terms of this Agreement (including through arbitration), the prevailing
party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which
such party may be entitled.
23. Counterparts.
This Agreement may be executed in any number of counterparts and shall be effective when each party hereto has executed at least one
counterpart, with the same effect as if all signing parties had signed the same document. All counterparts will be construed together
and evidence only one agreement, which, notwithstanding the actual date of execution of any counterpart, shall be deemed to be dated
the day and year first written above. In making proof of this Agreement, it shall not be necessary to account for a counterpart executed
by any party other than the party against whom enforcement is sought or to account for more than one counterpart executed by the party
against whom enforcement is sought.
24. Execution
by Facsimile. The manual signature of any party hereto that is transmitted to any other party by facsimile or in portable document
format (PDF) shall be deemed for all purposes to be an original signature.
Remainder
of page intentionally left blank; signature page follows.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the 5th day of February, 2025.
|
COMPANY: |
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Sparta Commercial Services, Inc. |
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By: |
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Name: |
Anthony L. Havens |
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Title: |
Chief Executive Officer |
The
Optionee acknowledges receipt of a copy of the Agreement and represents that he or she has reviewed the provisions of this Agreement
in their entirety, is familiar with and understands their terms and provisions, and hereby accepts this Option subject to all of the
terms and provisions of this Agreement. The Optionee further represents that he or she has had an opportunity to obtain the advice of
counsel prior to executing this Agreement.
Dated: February 5, 2025 |
OPTIONEE: |
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Name: |
Kristian Srb |
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Address: |
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[Signature Page to Option Agreement]
SCHEDULE
I
NAME
OF OPTIONEE: |
|
Kristian
Srb |
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DATE
OF GRANT: |
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February
5, 2025 |
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TYPE
OF OPTION: |
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Incentive
Stock Option |
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No |
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Non-Qualified
Stock Option |
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Yes |
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NUMBER
OF OPTIONED SHARES: |
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300,000 |
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OPTION
PRICE: |
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$0.16
per Share |
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EXERCISE
PRICE: |
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$0.18
per Share |
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TERMINATION
DATE: |
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Fifth
year anniversary of Date of Grant, subject to the other terms of the Option. |
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VESTING: |
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Vesting
shall take place as follows: (1) 100,000 options vest immediately; (2) 100,000 options vest one year from the date of grant; and
(3) 100,000 options vest two years from the date of grant. |
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PERMISSION
TO PAY WITH SHARES: |
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X
Granted ____ Denied |
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EXPANDED
RIGHTS TO TRANSFER OPTION: |
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None |
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[Schedule
I to Option Agreement]
Exhibit 4.4
SPARTA
COMMERCIAL SERVICES, INC.
STOCK OPTION AGREEMENT
FOR
Jeffrey
Bean
Agreement
1. Grant
of Option. Sparta Commercial Services, Inc., a Nevada corporation (the “Company”), hereby grants, as of the effective
date of this Agreement specified on Schedule I hereof beside the caption “Date of Grant” (“Date of Grant”),
to Jeffrey Bean (the “Optionee”) an option (the “Option”) to purchase an aggregate number of shares set forth
on Schedule I hereof beside the caption “Number of Optioned Shares” (such number being subject to adjustment as provided
below) of the Company’s common stock, $0.001 par value per share (the “Shares”), at an exercise price per share set
forth on Schedule I hereof beside the caption “Exercise Price” (such exercise price being subject to adjustment as
provided below) (the “Exercise Price”). The Option shall be subject to the terms and conditions set forth herein. This Option
is designated on Schedule I as either an Incentive Stock Option or a Non-Qualified Stock Option.
2. Definitions.
(a) “Affiliate”
means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common
control with, the Company.
(b) “Applicable
Laws” means the requirements related to or implicated by the applicable state corporate law, United States federal and state
securities laws, the Code, any stock exchange or quotation system on which the shares of Common Stock are listed or quoted, and the applicable
laws of any foreign country or jurisdiction where Awards are granted under.
(c) “Award”
means any right granted under this Agreement, including an Incentive Stock Option or a Non-qualified Stock Option.
(d) “Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular Person, such Person shall be deemed to have beneficial ownership of all securities that such
Person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.
(e) “Board”
means the Board of Directors of the Company, as constituted at any time.
(f) “Change
in Control” means:
(i) the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole,
to any Person that is not a subsidiary of the Company;
(ii) a
majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed
by a majority of the Board before the date of appointment or election;
(iii) the
date which is 10 business days prior to the consummation of a complete liquidation or dissolution of the Company;
(iv) the
acquisition by any Person of Beneficial Ownership of 50% or more (on a fully diluted basis) of either (a) the then outstanding shares
of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options
or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding
Company Common Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that
for purposes of this Agreement, the following acquisitions shall not constitute a Change in Control: (1) any acquisition by the Company
or any Affiliate, (2) any acquisition by any employee benefit plan sponsored or maintained by the Company or any subsidiary, (3) any
acquisition which complies with clauses, (a), (b) and (c) of subsection (v) of this definition or (4) in respect of an Award held by
a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled
by the Participant or any group of persons including the Participant); or
(v) the
consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving
the Company that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities
in the transaction (a “Business Combination”), unless immediately following such Business Combination: (a) more than 50%
of the total voting power of (A) the entity resulting from such Business Combination (the “Surviving Company”), or (B) if
applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible
to elect a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (the “Parent
Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant
to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting
power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination; (b) no Person
(other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the Beneficial
Owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect members
of the board of directors of the Parent Company (or the analogous governing body) (or, if there is no Parent Company, the Surviving Company);
and (c) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if
there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members at the time
of the Board’s approval of the execution of the initial agreement providing for such Business Combination.
(g) “Code”
means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed
to include a reference to any regulations promulgated thereunder.
(h) “Common
Stock” means common stock, $0.001 par value per share, of the Company, or such other securities of the Company as may be designated
by the Company from time to time in substitution thereof.
(i) “Consultant”
means any individual or entity which performs bona fide services to the Company or an Affiliate, other than as an Employee or Director,
and who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act.
(j) “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, consultant or
Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant
or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or
termination of the Participant’s Continuous Service; provided further that if any Award is subject to Section 409A of the
Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change in status
from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of Continuous Service. The Company
or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence. The Company
or its delegate, in its sole discretion, may determine whether a Company transaction, such as a sale or spin-off of a division or subsidiary
that employs a Participant, shall be deemed to result in a termination of Continuous Service for purposes of affected Awards, and such
decision shall be final, conclusive and binding.
(k) “Director”
means a member of the Board.
(l) “Effective
Date” shall mean the date as of which this Agreement is adopted by the Board.
(m) “Employee”
means any person, including an Officer or Director, employed by the Company or an Affiliate; provided that for purposes of determining
eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary corporation
within the meaning of Section 424 of the Code. Mere service as a Director or payment of a Director’s fee by the Company or an Affiliate
shall not be sufficient to constitute “employment” by the Company or an Affiliate.
(n) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
(o) “Disability”
means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option, the term Disability shall
have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability shall
be determined under procedures established by the Company. Except in situations where the Company is determining Disability for purposes
of the term of an Incentive Stock Option within the meaning of Section 22(e)(3) of the Code, the Company may rely on any determination
that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate
in which a Participant participates.
(p) “Fair
Market Value” means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed on any
established stock exchange or a national market, including without limitation, the New York Stock Exchange or the Nasdaq Stock Market,
the Fair Market Value shall be the weighted average closing price as quoted on such exchange or system for the thirty consecutive trading
days immediately preceding the date of the option (for a day to be included in the calculation, there must have been at least 100 shares
traded on that day). In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good
faith by the Company and such determination shall be conclusive and binding on all persons.
(q)
“Incentive Stock Option” means an Option that is designated by the Company as an incentive stock option within the
meaning of Section 422 of the Code and that meets the requirements set out in this Agreement, if applicable.
(r) “Incumbent
Directors” means individuals who, on the Effective Date, constitute the Board; provided that any individual becoming
a Director subsequent to the Effective Date whose election or nomination for election to the Board was approved by a vote of at least
two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for Director without objection to such nomination) shall be an Incumbent Director. No individual
initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to Directors
or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be
an Incumbent Director.
(s) “Non-employee
Director” means a Director who is a “non-employee director” within meaning of Rule 16b-3.
(t) “Non-qualified
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.
(u) “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.
(v) “Participant”
means an eligible person to whom an Award is granted pursuant to this Agreement or, if applicable, such other person who holds an outstanding
Award.
(w) “Person”
means a person defined in Section 13(d)(3) of the Exchange Act.
(x) “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.
(y) “Securities
Act” means the Securities Act of 1933, as amended.
3. Exercise
Schedule. Except as otherwise provided in Sections 6 or 10 of this Agreement, the Option is exercisable in installments
as specified on Schedule I hereof beside the caption “Vesting”, which shall be cumulative. To the extent that the
Option has become exercisable with respect to a percentage of Shares as provided on Schedule I hereof beside the caption “Vesting”
on each date (each date being, a “Vesting Date”) upon which the Optionee shall be entitled to exercise the Option with respect
to the percentage of Shares granted as indicated for each Vesting Date (provided that the Continuous Service of the Optionee continues
through and on the applicable Vesting Date), the Option may thereafter be exercised by the Optionee, in whole or in part, at any time
or from time to time prior to the expiration of the Option as provided herein. Except as otherwise specifically provided herein, there
shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the appropriate
Vesting Date. Upon the termination of the Optionee’ s Continuous Service, any unvested portion of the Option shall terminate and
be null and void.
4. Method
of Exercise. The vested portion of this Option shall be exercisable in whole or in part, in accordance with the Vesting of such
Options provided in Schedule I and as set forth in Section 3 hereof, by written notice which shall state the election to
exercise the Option, the number of Shares in respect of which the 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 pursuant to the provisions of
this Agreement. Such written notice shall be signed by the Optionee or if someone other than the Optionee exercises the Option, by such
other person who provides documentation acceptable to the Company, or Committee, verifying that such person has the legal right to exercise
such Option, and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied
by payment of the Exercise Price. This Option shall be deemed to be exercised after both (a) receipt by the Company of such written notice
accompanied by the Exercise Price and (b) arrangements that are satisfactory to the Committee, in its sole discretion, have been made
for Optionee’ s payment to the Company of the amount, if any, that is necessary to be withheld in accordance with applicable Federal
or state withholding requirements. No Shares shall be issued pursuant to the Option unless and until 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 then
may be traded.
5. Method
of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the
Optionee:
(a) in
cash or by certified or bank check at the time the Option is exercised;
(b) to
the extent permitted by the Committee, or as provided on Schedule I hereof beside the caption “Permission to Pay with Shares”,
and if there is a public market available for the Shares at the time of such exercise: (i) with Shares owned by the Optionee, duly endorsed
for transfer to the Company, with a fair market value on the date of delivery equal to the Exercise Price (or portion thereof) due for
the number of shares being acquired; (ii) by withholding or reducing the number of Shares otherwise deliverable to the Optionee upon
exercise of such Option by a number of Shares with an aggregate fair market value equal to the aggregate Exercise Price at the time of
exercise; or (iii) pursuant to a “cashless exercise” procedure established with a broker; provided that such payment
by this method requires delivery of a properly executed exercise notice together with such other documentation, and subject to such guidelines,
as the Committee or Company shall require to effect an exercise of the Option and delivery to the Company by a licensed broker acceptable
to the Company of proceeds from the sale of Shares sufficient to pay the Exercise Price and any applicable income or employment taxes;
provided further that the Optionee shall provide irrevocable written instructions (x) to such designated brokerage firm to effect
the immediate sale of a portion of the purchased Shares and remit to the Company, out of the sale proceeds available on the settlement
date, an amount sufficient to cover the aggregate Exercise Price payable for the purchased Shares plus all applicable state and federal
income and employment taxes required to be withheld by the Company by reason of such purchase and/or sale and (y) to the Company to deliver
the certificates for the purchase Shares directly to such brokerage firm to effect the sale transaction; or
(c) in
any other consideration or in such other manner as may be determined by the Committee, in its absolute discretion.
Notwithstanding
anything contained herein to the contrary, no exercise shall become effective until the Company determines that the issuance and delivery
of the Shares pursuant to such exercise is in compliance with all applicable laws, regulations and requirements of any securities exchange
on which the Shares may be traded.
6. Termination
of Option
(a) General.
Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the fifth anniversary
of the date as of which the Option is granted (or, if a different date is shown on Schedule I hereof beside the caption “Termination
Date”, such date).
(b) Cancellation.
To the extent not previously exercised:
(i) the
Option shall terminate immediately in the event of (a) the liquidation or dissolution of the Company, or (b) any reorganization, merger,
consolidation or other form of corporate transaction in which the Company does not survive or the Shares are exchanged for or converted
into securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor or acquiring entity,
or an Affiliate thereof, assumes the Option or substitutes an equivalent option or right; and
(ii) the
Committee in its sole discretion may by written notice cancel (“cancellation notice”), effective upon the consummation of
any transaction that constitutes a Change in Control, the Option (or portion thereof) that remains unexercised on such date.
The
Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time prior
to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that
the Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if
and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date
of such transaction). The Optionee may condition their exercise of the Option upon the consummation of a transaction referred to in this
Section 6(b).
7. Transferability.
Unless (i) transfers are expressly permitted in the language appearing beside the caption “Expanded Rights to Transfer Option”
on Schedule I hereof or (ii) otherwise determined by the Company or Committee, the Option granted hereby is not transferable otherwise
than by will or under the applicable laws of descent and distribution, and during the lifetime of the Optionee the Option shall be exercisable
only by the Optionee, or the Optionee’ s guardian or legal representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall not be subject to execution, attachment
or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Option, or in the event of any levy upon
the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, the Option shall immediately
become null and void. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.
8. No
Rights of Stockholders. Neither the Optionee nor any personal representative (or beneficiary) shall be, or shall have any of
the rights and privileges of, a stockholder of the Company with respect to any Shares purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date on which the Shares are issued.
9. Acceleration
of Exercisability of Option.
(a) Acceleration
Upon Certain Terminations or Cancellations of Option. This Option shall become immediately fully exercisable in the event that, prior
to the termination of the Option pursuant to Section 6 hereof, (i) the Option is terminated pursuant to Section 6(b)(i)
hereof, or (ii) the Company exercises its discretion to provide a cancellation notice with respect to the Option pursuant to Section
6(b)(ii) hereof.
(b) Acceleration
Upon Change in Control. This Option shall become immediately fully exercisable in the event that, prior to the termination of the
Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.
10. No
Right to Continuous Service. Neither the Option nor this Agreement shall confer upon the Optionee any right to Continuous Service
with the Company or any Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company
or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without Cause or (b) the service of
a Director pursuant to the By-laws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in
which the Company or the Affiliate is incorporated, as the case may be.
11. Information
Confidential. As partial consideration for the granting of the Option, the Optionee agrees with the Company to keep confidential
all information and knowledge that the Optionee has relating to the manner and amount of the Optionee’ s participation; provided,
however, that such information may be disclosed as required by law and may be given in confidence to the Optionee’ s spouse,
the Optionee’ s tax and financial advisors, or financial institutions to the extent that such information is necessary to secure
a loan.
12. Notices.
All notices, requests, demands, and other communications hereunder shall be in writing and shall be personally delivered, delivered by
facsimile or courier service, or mailed, certified with first class postage prepaid to the address specified by the person who is to
receive the same. Each such notice, request, demand, or other communication hereunder shall be deemed to have been given (whether actually
received or not) on the date of actual delivery thereof, if personally delivered or delivered by facsimile transmission (if receipt is
confirmed at the time of such transmission by telephone or facsimile-machine-generated confirmation), or on the third day following the
date of mailing, if mailed in accordance with this Section, or on the day specified for delivery to the courier service (if such day
is one on which the courier service will give normal assurances that such specified delivery will be made). Any notice, request, demand,
or other communication given otherwise than in accordance with this Section shall be deemed to have been given on the date actually received.
Each such notice, request, demand, or other communication hereunder shall be addressed, in the case of the Company, to the Company’s
Secretary at Sparta Commercial Services, Inc. 555 Fifth Avenue, 14th Floor, New York, NY 10017, or if the Company should move
its principal office, to such principal office, and, in the case of the Optionee, to the Optionee’ s last permanent address as
shown on the Company’s records, subject to the right of either party to designate some other address at any time hereafter in a
notice satisfying the requirements of this Section. Any person entitled to any notice, request, demand, or other communication hereunder
may waive the notice, request, demand, or other communication.
13. Section
409A.
(a) It
is intended that the Option awarded pursuant to this Agreement be exempt from Section 409A of the Code (“Section 409A”) because
it is believed that (i) the Exercise Price may never be less than the Fair Market Value of a Share on the Date of Grant and the number
of Shares subject to the Option is fixed on the original Date of Grant, (ii) the transfer or exercise of the Option is subject to taxation
under Section 83 of the Code and Treas. Reg. 1.83-7, and (iii) the Option does not include any feature for the deferral of compensation
other than the deferral of recognition of income until the exercise of the Option. The provisions of this Agreement shall be interpreted
in a manner consistent with this intention, and the provisions of this Agreement may not be amended, adjusted, assumed or substituted
for, converted or otherwise modified without the Optionee’ s prior written consent if and to the extent that the Company believes
or reasonably should believe that such amendment, adjustment, assumption or substitution, conversion or modification would cause the
Award to violate the requirements of Section 409A. In the event that either the Company or the Optionee believes, at any time, that any
benefit or right under this Agreement is subject to Section 409A, then the Committee may (acting alone and without any required consent
of the Optionee) amend this Agreement in such manner as the Committee deems necessary or appropriate to be exempt from or otherwise comply
with the requirements of Section 409A (including without limitation, amending the Agreement to increase the Exercise Price to such amount
as may be required in order for the Option to be exempt from Section 409A).
(b) Notwithstanding
the foregoing, the Company does not make any representation to the Optionee that the Option awarded pursuant to this Agreement is exempt
from, or satisfies, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold
harmless the Optionee or any Beneficiary for any tax, additional tax, interest or penalties that the Optionee or any Beneficiary may
incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect
thereto, that either is consented to by the Optionee or that the Company reasonably believes should not result in a violation of Section
409A, is deemed to violate any of the requirements of Section 409A.
14. Incentive
Stock Option Treatment. If designated on Schedule I hereof as an Incentive Stock Option: (a) the terms of this Option
shall be interpreted in a manner consistent with the intent of the Company and the Optionee that the Option qualify as an Incentive Stock
Option under Section 422 of the Code; (b) if any provision of the this Agreement shall be impermissible in order for the Option to qualify
as an Incentive Stock Option, then the Option shall be construed and enforced as if such provision had never been included in the Option;
and (c) if and to the extent that the number of Options granted pursuant to this Agreement exceeds the limitations contained in Section
422 of the Code on the value of Shares with respect to which this Option may qualify as an Incentive Stock Option, this Option shall
be a Non-Qualified Stock Option. If designated on Schedule I hereof as an Incentive Stock Option, this Option is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the Code, and this Agreement shall be interpreted accordingly. Notwithstanding
the foregoing, the Company shall have no liability to the Optionee, any Option Holder or any other person if the Option designated as
an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section
409A of the Code.
15. Optionee
Representations.
(a) Entirely
for Own Account. This Agreement is made with the Optionee in reliance upon the Optionee’ s representation to the Company, which
by the Optionee’ s execution of this Agreement, the Optionee hereby confirms, that the Common Stock to be acquired by the Optionee
will be acquired for investment for the Optionee’ s own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise
distributing the same. By executing this Agreement, the Optionee further represents that the Optionee does not presently have any contract,
undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person,
with respect to any of the Shares. The Optionee has not been formed for the specific purpose of acquiring the Shares.
(b) Disclosure
of Information. The Optionee has had an opportunity to discuss the Company’s business, management, financial affairs and
the terms and conditions of the issuance of the shares with the Company’s management and has had an opportunity to review the
Company’s facilities.
(d) Legends.
The Optionee understands that the Shares and any securities issued in respect of or exchange for the Shares, may be notated with any
legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate,
instrument, or book entry so legended.
(e) Accredited
Investors. The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
(f) Foreign
Investors. If the Optionee is not a United States person (as defined by Section 7701(a)(30) of the Code), the Optionee hereby represents
that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares,
(ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained,
and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer
of the Shares. The Optionee’ s subscription and payment for and continued beneficial ownership of the Shares will not violate any
applicable securities or other laws of the Optionee’ s jurisdiction.
16. Section
Headings. The Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
17. Use
of Proceeds from Stock. Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise thereof, shall constitute
general funds of the Company.
18. Adjustments
Upon Changes in Stock. In the event of changes in the outstanding Common Stock or in the capital structure of the Company by
reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as
any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring
after the Grant Date of any Award, Awards granted under the any Award Agreements, the exercise price of Options, the maximum number of
shares of Common Stock subject to all Awards will be equitably adjusted or substituted, as to the number, price or kind of a share of
Common Stock or other consideration subject to such Awards to the extent necessary to preserve the economic intent of such Award. In
the case of adjustments made pursuant to this Section 19, unless the Company or Committee, as applicable, specifically determines
that such adjustment is in the best interests of the Company or its Affiliates, the Company or Committee, as applicable, shall, in the
case of Incentive Stock Options, ensure that any adjustments under this Section 19 will not constitute a modification, extension
or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified Stock
Options, ensure that any adjustments under this Section 19 will not constitute a modification of such Non-qualified Stock Options
within the meaning of Section 409A of the Code. Any adjustments made under this Section 19 shall be made in a manner which does
not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice
of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.
19. No
Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to this Agreement. The Company
or Committee, as applicable, shall determine whether cash, additional Awards or other securities or property shall be issued or paid
in lieu of fractional shares of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.
20. Governing
Law and Venue. THIS AGREEMENT SHALL AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION
OF THE COURTS LOCATED IN THE STATE OF NEW YORK AND AGREES THAT ANY LITIGATION BETWEEN THE PARTIES WILL BE FILED IN COURTS LOCATED IN
NEW YORK, NEW YORK.
21. Arbitration.
By execution hereof, the parties hereto expressly agree that upon the request of any party, whether made before or after the institution
of any legal proceeding, any action, dispute, claim or controversy of any kind, whether in contract or in tort, statutory or common law,
legal or equitable, arising between the parties in any way arising out of any of the provisions contained in this Agreement shall be
resolved by binding arbitration administered by the American Arbitration Association (the “AAA”) and in New York, NY. Such
arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the AAA and, to the maximum extent applicable,
the Federal Arbitration Act (Title 9 of the United States Code) except as otherwise specified herein. Judgment upon the award rendered
by the arbitrator may be entered in any court having competent jurisdiction. The arbitrator shall resolve all disputes in accordance
with the applicable substantive law. A single arbitrator shall be chosen and shall decide the dispute, unless the amount sought in the
dispute exceeds $100,000, in which case a panel of three arbitrators shall decide the dispute. In all arbitration proceedings in which
the amount of any award exceeds $100,000, in the aggregate, the arbitrator(s) shall make specific, written findings of fact and conclusions
of law. In all arbitration proceedings in which the amount of any award exceeds $100,000, in the aggregate, the parties shall have, in
addition to the limited statutory right to seek a vacation or modification of an award pursuant to applicable law, the right to vacation
or modification of any award that is based, in whole or in part, on an incorrect or erroneous ruling of law by appeal to an appropriate
court having jurisdiction; provided, however, that any such application for a vacation or modification of such an award
based on an incorrect ruling of law must be filed in a court having jurisdiction over the dispute within 15 days from the date the award
is rendered. The findings of fact of the arbitrator(s) shall be binding on all parties and shall not be subject to further review except
as otherwise allowed by applicable law. No provision of this Agreement nor the exercise of any rights hereunder shall limit the right
of any party, and any party shall have the right during any dispute, to seek, use, and employ ancillary or preliminary remedies, such
as injunctive relief (including, without limitation, specific performance), from a court having jurisdiction before, during, or after
the pendency of any arbitration. The institution and maintenance of any action for judicial relief or pursuit of provisional or ancillary
remedies shall not constitute a waiver of the right of any party to submit any dispute to arbitration nor render inapplicable the compulsory
arbitration provisions hereof.
22. Attorney’s
Fees. If any action is brought to enforce or interpret the terms of this Agreement (including through arbitration), the prevailing
party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which
such party may be entitled.
23. Counterparts.
This Agreement may be executed in any number of counterparts and shall be effective when each party hereto has executed at least one
counterpart, with the same effect as if all signing parties had signed the same document. All counterparts will be construed together
and evidence only one agreement, which, notwithstanding the actual date of execution of any counterpart, shall be deemed to be dated
the day and year first written above. In making proof of this Agreement, it shall not be necessary to account for a counterpart executed
by any party other than the party against whom enforcement is sought or to account for more than one counterpart executed by the party
against whom enforcement is sought.
24. Execution
by Facsimile. The manual signature of any party hereto that is transmitted to any other party by facsimile or in portable document
format (PDF) shall be deemed for all purposes to be an original signature.
Remainder
of page intentionally left blank; signature page follows.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the 5th day of February, 2025.
|
COMPANY: |
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|
|
Sparta Commercial Services, Inc. |
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By: |
|
|
Name: |
Anthony L. Havens |
|
Title: |
Chief Executive Officer |
The
Optionee acknowledges receipt of a copy of the Agreement and represents that he or she has reviewed the provisions of this Agreement
in their entirety, is familiar with and understands their terms and provisions, and hereby accepts this Option subject to all of the
terms and provisions of this Agreement. The Optionee further represents that he or she has had an opportunity to obtain the advice of
counsel prior to executing this Agreement.
Dated: February 5, 2025 |
OPTIONEE: |
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|
|
|
|
|
|
Name: |
Jeffrey Bean |
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Address: |
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[Signature Page to Option Agreement]
SCHEDULE
I
NAME
OF OPTIONEE: |
|
Jeffrey
Bean |
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|
|
|
|
|
|
DATE
OF GRANT: |
|
February
5, 2025 |
|
|
|
|
|
|
|
TYPE
OF OPTION: |
|
Incentive
Stock Option |
|
No |
|
|
|
|
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|
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Non-Qualified
Stock Option |
|
Yes |
|
|
|
|
|
NUMBER
OF OPTIONED SHARES: |
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300,000 |
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|
|
|
|
|
|
OPTION
PRICE: |
|
$0.16
per Share |
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|
|
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|
|
|
EXERCISE
PRICE: |
|
$0.18
per Share |
|
|
|
|
|
|
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TERMINATION
DATE: |
|
Fifth
year anniversary of Date of Grant, subject to the other terms of the Option. |
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|
|
|
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VESTING: |
|
Vesting
shall take place as follows: (1) 100,000 options vest immediately; (2) 100,000 options vest one year from the date of grant; and
(3) 100,000 options vest two years from the date of grant. |
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PERMISSION
TO PAY WITH SHARES: |
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X
Granted _____ Denied |
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EXPANDED
RIGHTS TO TRANSFER OPTION: |
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None |
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|
[Schedule I to Option Agreement]
v3.25.0.1
Cover
|
Feb. 05, 2025 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Feb. 05, 2025
|
Entity File Number |
000-09483
|
Entity Registrant Name |
SPARTA
COMMERCIAL SERVICES, INC.
|
Entity Central Index Key |
0000318299
|
Entity Tax Identification Number |
30-0298178
|
Entity Incorporation, State or Country Code |
NV
|
Entity Address, Address Line One |
555
Fifth Avenue
|
Entity Address, Address Line Two |
14th Floor
|
Entity Address, City or Town |
New
York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10017
|
City Area Code |
(212)
|
Local Phone Number |
239-2666
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common
stock, $0.01 par value
|
Trading Symbol |
SRCO
|
Entity Emerging Growth Company |
false
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Sparta Commercial Services (PK) (USOTC:SRCO)
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