SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 8) 1

Forward Industries, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

349862300

(CUSIP Number)

Frank LaGrange Johnson,

570 Lexington Avenue, 27th Floor

New York, New York 10022

(212) 993-7057

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 8, 2011

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.

1               The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

CUSIP NO. 349862300

1	NAME OF REPORTING PERSON LAGRANGE CAPITAL PARTNERS, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 782,639
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 782,639
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 782,639
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 349862300

1	NAME OF REPORTING PERSON LAGRANGE CAPITAL MANAGEMENT, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 782,639
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 782,639
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 782,639
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7%
14	TYPE OF REPORTING PERSON IA

CUSIP NO. 349862300

1	NAME OF REPORTING PERSON LAGRANGE CAPITAL PARTNERS OFFSHORE FUND, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 150,631
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 150,631
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,631
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 349862300

1	NAME OF REPORTING PERSON LAGRANGE SPECIAL SITUATIONS YIELD MASTER FUND, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 101,311
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 101,311
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,311
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 349862300

1	NAME OF REPORTING PERSON LAGRANGE CAPITAL ADMINISTRATION, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 251,942
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 251,942
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,942
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%
14	TYPE OF REPORTING PERSON IA

CUSIP NO. 349862300

1	NAME OF REPORTING PERSON FRANK LAGRANGE JOHNSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,034,581
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,034,581
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,034,581
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 349862300

The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”).  This Amendment No. 8 amends the Schedule 13D as specifically set forth.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Capital Partners, Capital Partners Offshore Fund and Special Situations Master Fund were purchased with working capital in open market purchases, except as otherwise noted herein.  The aggregate purchase price of the 1,034,581 Shares beneficially owned in the aggregate by Capital Partners, Capital Partners Offshore Fund and Special Situations Master Fund is approximately $2,700,507, including brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On December 8, 2011, the Sellers (as defined in the Purchase Agreement, as hereinafter defined) and Terence Bernard Wise (the “Purchaser”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which the Sellers sold an aggregate of 1,076,808 Shares for an aggregate purchase price of $2,040,012.76.  In addition, the Sellers granted the Purchaser an option to purchase an additional 506,733 Shares at $1.80 per Share (the “Option”) on June 8, 2013.  The Seller has a reciprocal right to put such Shares to the Purchaser on the same terms at any time during the term of the Option.

The Option terminates at the earliest of (i) the closing of the exercise of the call option or the put option, (ii) the effective date of a Corporate Transaction, as defined in the Option, (iii) June 8, 2013 or (iv) the date that the Purchaser and the Sellers voluntarily terminate the Option by a writing signed by each thereof.  In addition, if during the term of the Option the Company shall consider a Corporate Transaction and Sellers notify the Purchaser of the Sellers’ intention to vote any shares of the Company’s capital stock in favor of such proposed Corporate Transaction, the Purchaser has agreed to vote the Shares and any other shares of the Company’s capital stock now owned or hereafter acquired by Purchaser in favor of such proposed Corporate Transaction.  If any shares of capital stock of the Company are acquired by any affiliate of the Purchaser, Purchaser shall cause such affiliate(s) to vote such shares in accordance with the terms of the Option.

In connection with the above-referenced transfer of Shares, in the event any of the individuals appointed to the Issuer’s Board of Directors (the “Board”) pursuant to that certain Settlement Agreement dated August 10, 2010, by and among the Reporting Persons and the Issuer, should step down from, or not stand for re-election to, the Board, the LaGrange Group (as defined in the Settlement Agreement) has agreed to nominate to the Nominating and Governance Committee of the Board an individual selected by the Purchaser in order to fill any such vacancy.

The foregoing descriptions of the Purchase Agreement and the Option are qualified in its entirety by reference to the full text of the Purchase Agreement and the Option agreement which are attached as exhibits 99.1 and 99.2 hereto, respectively, and are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 8,087,886 Shares outstanding as of August 10, 2011, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 11, 2011.

As of the close of business on December 8, 2011, Capital Partners, Capital Partners Offshore Fund and Special Situations Master Fund beneficially owned 782,639 Shares, 150,631 Shares and 101,311 Shares, respectively, constituting approximately 9.7%, 1.9% and 1.3%, respectively, of the Shares outstanding.

Capital Management, as the general partner of Capital Partners, may be deemed to beneficially own the 782,639 Shares beneficially owned by Capital Partners, representing approximately 9.7% of the Shares outstanding.  Capital Management disclaims beneficial ownership of the Shares beneficially owned by Capital Partners, except to the extent of its pecuniary interest therein.

Capital Administration, as the investment manager of each of Capital Partners Offshore Fund and Special Situations Master Fund, may be deemed to beneficially own the 251,942 Shares beneficially owned in the aggregate by Capital Partners Offshore Fund and Special Situations Master Fund, representing approximately 3.1% of the Shares outstanding.  Capital Administration disclaims beneficial ownership of the Shares beneficially owned in the aggregate by Capital Partners Offshore Fund and Special Situations Master Fund, except to the extent of its pecuniary interest therein.

Frank LaGrange Johnson, as the sole member of Capital Management and the managing member of Capital Administration may be deemed to beneficially own the 1,034,581 Shares beneficially owned in the aggregate by Capital Partners, Capital Partners Offshore Fund and Special Situations Master Fund, representing approximately 12.8% of the Shares outstanding.  Mr. Johnson disclaims beneficial ownership of the Shares beneficially owned in the aggregate by Capital Partners, Capital Partners Offshore Fund and Special Situations Master Fund, except to the extent of his pecuniary interest therein.

Item 5(c) is hereby amended to add the following:

(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer during the past 60 days by the Reporting Persons.  All of such transactions were effected pursuant to the Purchase Agreement, the terms of which are described in Item 4.

CUSIP NO. 349862300

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On December 8, 2011, the Reporting Persons entered into a Purchase Agreement with Terence Bernard Wise, the terms of which are described in Item 4.

On December 8, 2011, the Reporting Persons granted an option to purchase 506,733 Shares to Terence Bernard Wise, the terms of which are described in Item 4.  The Reporting Persons have a reciprocal right to put such Shares to the Purchaser on the same terms.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Item 7 has been amended to add the following exhibits:

99.1 Securities Purchase Agreement by and among LaGrange Capital Partners, L.P., LaGrange Capital Partners Offshore Fund, Ltd., LaGrange Special Situations Yield Master Fund, Ltd., LaGrange Capital Management, L.L.C., LaGrange Capital Administration, L.L.C., Frank LaGrange Johnson and Terence Bernard Wise, dated December 8, 2011.

99.2 Option Agreement by and among LaGrange Capital Partners, L.P., LaGrange Capital Partners Offshore Fund, Ltd., LaGrange Special Situations Yield Master Fund, Ltd. and Terence Bernard Wise, dated December 8, 2011.

CUSIP NO. 349862300

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated:  December 12, 2011	LaGrange Capital Partners, L.P.
	By:	LaGrange Capital Management, L.L.C. its General Partner
	By:	/S/ Frank LaGrange Johnson
		Frank LaGrange Johnson, its sole Member
	LaGrange Capital Management, L.L.C.
	By:	/S/ Frank LaGrange Johnson
		Frank LaGrange Johnson, its sole Member
	LaGrange Capital Partners Offshore Fund, Ltd.
	By:	LaGrange Capital Administration, L.L.C. its Investment Manager
	By:	/S/ Frank LaGrange Johnson
		Frank LaGrange Johnson, its Managing Member
	LaGrange Special Situations Yield Master Fund, Ltd.
	By:	LaGrange Capital Administration, L.L.C. its Investment Manager
	By:	/S/ Frank LaGrange Johnson
		Frank LaGrange Johnson, its Managing Member
	LaGrange Capital Administration, L.L.C.
	By:	/S/ Frank LaGrange Johnson
		Frank LaGrange Johnson, its Managing Member
	/S/ Frank LaGrange Johnson
	FRANK LAGRANGE JOHNSON

CUSIP NO. 349862300

SCHEDULE A

Transactions in the Shares During the Past 60 Days

	Quantity					Date of
Class of Security	(Sold)			Price Per Share ($)		Sale
LAGRANGE CAPITAL PARTNERS, L.P.
Common Stock		(823,500	)		1.8945	12/08/2011
LAGRANGE CAPITAL PARTNERS OFFSHORE FUND, LTD.
Common Stock		(189,500	)		1.8945	12/08/2011
LAGRANGE SPECIAL SITUATIONS YIELD MASTER FUND, LTD.
Common Stock		(63,808	)		1.8945	12/08/2011

 

EX-99.1

Exhibit 99.1

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (the “Agreement”), dated and effective as of December 8, 2011 (the “Effective Date”), by and among LaGrange Capital Partners, LP, LaGrange Capital Partners Offshore Fund, Ltd., LaGrange Special Situations Yield Master Fund, Ltd. (each a “Seller” and collectively, the “Sellers”) and Terence Bernard Wise (the “Purchaser”).

WHEREAS, the Sellers desire to sell to the Purchaser, and the Purchaser desires to purchase from the Sellers, subject to the terms and conditions set forth herein, 1,076,808 shares (the “Shares) of common stock, $0.01 par value per share (the “Common Stock”), of Forward Industries, Inc., a New York corporation (the “Company”) for aggregate consideration of $2,040,012.76 and Purchaser and Sellers wish to enter into an option agreement relating to the purchase and sale of an additional 506,733 shares of Common Stock as set forth herein.

NOW, THEREFORE, in consideration of the premises, mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intended to be legally bound, agree as follows:

Section 1.  Purchase and Sale of the Shares.  Subject to the terms and conditions set forth herein, Purchaser hereby agrees to purchase from the Sellers, and the Sellers hereby agree to sell, transfer and assign to Purchaser, free and clear of any (a) lien, charge, pledge, tax, security interests, option, warrant, purchase right, contract, commitment, claim, derivative right, voting trust, community property interest, transfer restriction or other encumbrance or charge of any kind or nature, whether direct or indirect incurred by any Seller and (b) liability, obligation, debt or claim of any kind or nature, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, the 1,076,808 Shares, including the rights to any accrued but unpaid dividends thereon, if and when declared, at a cash purchase price of $1.8945 per share, for an aggregate purchase price of $2,040,012.76 (the “Purchase Price”).   Purchaser agrees to transfer the Purchase Price by wire transfer of immediately available funds in U.S. Dollars, on or before the Effective Date, to Littman Krooks LLP, as escrow agent (the “Escrow Agent”) pursuant to Section 2.2 below.

As a condition of the agreements contained in this Agreement, Purchaser and Sellers are entering into an option agreement of even date herewith for an additional 506,733 shares of Common Stock on the terms and subject to the conditions of the form of Option Agreement attached hereto as Exhibit A.

Section 2.  Closing; Escrow.

2.1           Closing.  Upon the terms and subject to the conditions set forth herein, the consummation of the purchase and sale of the Common Stock (the “Closing”) shall occur as of the Effective Date at the offices of Littman Krooks, LLP, 655 Third Avenue, 20th Floor, New York, NY 10017 or remotely via the exchange of documents and signatures.  Certificates for shares purchased hereunder shall be transmitted by the Sellers to the Purchaser by crediting the account of the Purchaser’s broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Purchaser.  The instructions for delivery the Shares by DWAC are set forth on Schedule A hereto.  The Closing shall not be effective until the full Purchase Price for all the Common Stock has been transferred in accordance with Sections 1 and 2.3 hereof.

2.2           Purchase Price in Escrow.  Sellers and Purchaser agree that Escrow Agent will act as Escrow Agent hereunder and hold the Purchase Price in escrow pursuant to the terms of this Agreement.  Escrow Agent hereby accepts such appointment hereunder and agrees to hold the Purchase Price until Escrow Agent’s receipt of evidence of the delivery of the Shares as described in Section 2.3 below.  Sellers and the Purchaser agree that the duties of Escrow Agent hereunder are purely ministerial in nature and that Escrow Agent shall incur no liability hereunder or otherwise (except in the event, and to the extent, of its gross negligence or willful misconduct) for any action taken by it hereunder or for any failure or refusal to act pursuant to this Agreement.  Each Seller and the Purchaser releases Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of the Escrow Agent’s duties hereunder.

2.3           Release of Purchase Price from Escrow.  Sellers acknowledge and agree that no funds representing the Purchase Price shall be released by the Escrow Agent from escrow to the Sellers in connection with the purchase by the Purchaser of the Shares from the Sellers hereunder without the receipt by the Escrow Agent of (x) physical share certificates representing the Shares in the name of the Purchaser, or (y) a written confirmation from DWAC confirming receipt from Sellers of the Shares into the account of the Purchaser’s broker with the Depository Trust Company.  Immediately upon Escrow Agent’s receipt of the physical share certificates or confirmation from DWAC, as applicable, Escrow Agent shall release the Purchase Price and wire the funds to the Sellers in the amounts to the wiring instructions set forth on Schedule B hereto.

Section 3.  Representations, Warranties and Covenants of the Sellers.  Each Seller, jointly and severally, hereby represents and warrants to Purchaser as follows:

3.1A        Organization. Each Seller is duly organized, validly existing and in good standing under the laws of the State or country or organization and each has full power and authority to own, lease and operate its properties and assets and to conduct its business as conducted.

3.1           Corporate Action, Binding Effect.  All corporate and partnership action (including, if applicable, consent of the limited partners) on the part of each Seller necessary for the authorization, execution, delivery, and performance of all of each such Seller's obligations under this Agreement has been taken.  This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium, reorganization and other laws affecting creditors’ rights generally, and (b) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.

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3.2           Ownership of the Shares.  The Seller has good and valid title to the Shares, free and clear of all liens, charges, claims or encumbrances.  There are no outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character, contingent or otherwise, providing for the purchase, issuance or sale of any of the Shares, or any arrangements that require or permit any of the Shares to be voted by or at the discretion of anyone other than the Seller, and there are no restrictions of any kind on the transfer of any of the Shares.

3.3           Authorization. All action on the part of Seller, necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations of the Seller hereunder has been taken prior to the Closing.

3.4           Non-Contravention. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Seller will not result in any violation of any instrument, judgment, order, writ, decree or contract (including, without limitation, that certain Settlement Agreement, dated August 10, 2010, by and between Sellers and the Company), statute, rule or regulation to which the Seller is subject, or constitute, with or without the passage of time and giving of notice, an event that results in the creation of any lien, charge or encumbrance upon any of the Common Stock..

3.5           Compliance with Laws.   No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority, on the part of the Seller, is required in connection with the consummation of the transactions contemplated by this Agreement.

3.6           Exempt Transaction.  Based in part upon Seller’s reliance on the Purchaser’s representations in Section 4.3 hereof, the sale of the Common Stock contemplated by this Agreement is exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”).

3.7           Brokers.  No agent, broker, investment banker, person or firm acting in a similar capacity on behalf of or under the authority of any Seller is or will be entitled to any broker's or finder's fee or any other commission or similar fee, directly or indirectly, on account of any action taken by any Seller in connection with any of the transactions contemplated under this Agreement.  The Sellers, jointly and severally, agree to indemnify and hold the Purchaser harmless from and against any claim or liability resulting from any party claiming any such commission or fee, if such claims shall be contrary to the foregoing statement.

3.8           Board Nominee.  In connection with the sale of the Shares, in the event any of the New Appointees (as defined in that certain Settlement Agreement, dated as of August 10, 2011 (the “Settlement Agreement”), by and between the Company and the LaGrange Group (as defined in the Settlement Agreement)) should step down from, or not stand for re-election to, the Issuer’s Board, the LaGrange Group has agreed to nominate to the Company’s Nominating and Governance Committee one or more nominees of the Purchaser in order to fill such vacancy(ies) in accordance with the terms and conditions of the Settlement Agreement..

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Section 4.  Representations and Warranties of Purchaser.  Purchaser hereby represents and warrants to each Seller as follows:

4.1           Binding Effect.  This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium, reorganization and other laws affecting creditors’ rights generally and (b) general principles of equity, regardless of whether asserted in a proceeding in equity or at law

4.2           Authorization. All action on the part of the Purchaser, necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations of the Purchaser hereunder has been taken prior to the Closing.

4.3           Accredited Investor.  The Purchaser confirms that such Purchaser is an “accredited investor” pursuant to Rule 501 of Regulation D under the 1933 Act.

4.4           Non-Contravention. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser will not result in any violation of any instrument, judgment, order, writ, decree or contract, statute, rule or regulation to which the Purchaser is subject.

4.5           Compliance with Laws.   No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority, on the part of the Purchaser, is required in connection with the consummation of the transactions contemplated by this Agreement.

4.6           Sellers as “Affiliates” of the Company.  Purchaser acknowledges that it has been informed that the Sellers are “affiliates” of the Company as that term is defined in Rule 144(a)(1) as promulgated under the 1933 Act, has consulted with counsel and is aware of the restrictions on transfer of the Shares under U.S. federal and state securities laws and regulations.

4.7           Voting.  Purchaser covenants that, if during the term of the Option Agreement dated as of the date hereof by and among the Sellers and the Purchaser, (the “Option Agreement”), the Company shall consider a Corporate Transaction (as defined in the Option Agreement) and Sellers notify the Purchaser of the Sellers’ intention to vote any shares of the Company’s capital stock in favor of such proposed Corporate Transaction, that Purchaser shall vote the Shares and any other shares of the Company’s capital stock now owned or hereafter acquired by Purchaser in favor of such proposed Corporate Transaction.  If any shares of capital stock of the Company are acquired by any affiliate of the Purchaser, Purchaser shall cause such affiliate(s) to vote such shares in accordance with this Section 4.7.

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Section 5.  Indemnification.

5.1           Sellers, jointly and severally, shall indemnify and hold harmless the Purchaser, and its officers, managers, members, agents, assigns, affiliates, successors and personal representatives, from and against any and all damages, losses, obligations, claims, actions or causes of action, encumbrances, costs, expenses (including reasonable costs and attorneys’ fees incurred by the indemnified party) or other liabilities of any kind or nature (collectively, “Damages”) arising from or related to the breach by any Seller of any representation, warranty or agreement made by the Sellers hereunder.

5.2           The Purchaser shall indemnify and hold harmless the Sellers and their respective officers, managers, members, agents, assigns, affiliates, successors and personal representatives from and against any and all Damages arising from the breach by the Purchaser of any representation, warranty or agreement made by the Purchaser hereunder.

Section 6.  Additional Terms.

6.1           Notices.  All notices, requests, consents and demands shall be in writing and shall be personally delivered (effective upon receipt), mailed, postage prepaid (effective three business days after dispatch), telecopied or telegraphed (effective upon receipt of telecopy in complete, readable form), or sent via a reputable overnight courier service (effective the following business day), to Sellers and the Purchaser at:

Sellers:	Frank LaGrange Johnson
	570 Lexington Avenue, 27th Floor
	New York, NY 10022
	Fax: (212) 993-7056
	with a copy to:
	Littman Krooks, LLP
	655 Third Avenue, 20th Floor
	New York, NY 10017
	Attn.: Martin W. Enright, Esq.
	Fax: (212) 490-2990
or to the Purchaser at:
	the address listed on the Signature Page hereto
	with a copy to:
	N. I. Jacobs & Associates
	355 Lexington Avenue, 6th Fl.
	New York NY 10017
	Fax (646) 219-3050
	Attn: Neil I. Jacobs, Esq.

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6.2           Amendments and Waivers; Survival of Covenants, Representations and Warranties.  Except as set forth in this Agreement, changes in or additions to this Agreement may be made, or compliance with any term, covenant, agreement, condition or provision set forth herein may be omitted or waived (either generally or in a particular instance and either retroactively or prospectively), upon the written consent of the Sellers and the Purchaser.  The representations, warranties, covenants and agreements of Purchaser and Sellers contained herein shall survive the Closing Date without limit.

6.3           Entire Agreement; Governing Law.  This Agreement (a) and the Acknowledgment entered into among the Sellers and the Purchaser of even date incorporate the entire understanding and agreement of the parties and supersedes all previous agreements and/or discussions between the Purchaser and the Sellers solely with respect to the purchase and sale of the Common Stock hereunder; and (b) shall be governed by, construed and enforced in accordance with the laws of the State of New York, without giving effect to such State’s conflict of laws principles.  The parties hereto (1) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding.  The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.  THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

6.4           Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision herein.

6.5           Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of, the parties hereto, the Company and their respective successors and permitted assigns.

6.6           Further Assurances.  Each party to this Agreement agrees to perform any and all further acts and to execute and deliver any documents that may reasonably be necessary to carry out the provisions of this Agreement.

6.7           Execution in Counterparts.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(Signature pages to follow)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

SELLERS:
LaGrange Capital Partners, LP.
By:	LaGrange Capital Management, L.L.C.,
	its General Partner
	By:	/S/ Frank LaGrange Johnson
		Frank LaGrange Johnson,
		its sole Member
LaGrange Capital Partners Offshore Fund, Ltd.
By:	LaGrange Capital Administration, L.L.C.,
	its Investment Manager
	By:	/S/ Frank LaGrange Johnson
		Frank LaGrange Johnson,
		its Managing Member
LaGrange Special Situations Yield Master Fund, Ltd.
By:	LaGrange Capital Administration, L.L.C.,
	its Investment Manager
	By:	/S/ Frank LaGrange Johnson
		Frank LaGrange Johnson,
		its Managing Member

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PURCHASER:
/S/ Terenace Bernard Wise
Terence Bernard Wise
Address:	Brambledown, 8 Valley Way, Gerrards Cross
	Buckinghamshire SL9 7PN, United Kingdom

ESCROW AGENT:
LITTMAN KROOKS, LLP
By:	/S/ Martin Enright
	Name: Martin Enright
	Title: Partner

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With Respect to Section 3.8 only:
LaGrange Capital Management, L.L.C.
By:	/S/ Frank LaGrange Johnson
	Frank LaGrange Johnson,
	its sole Member
LaGrange Capital Administration, L.L.C.
By:	/S/ Frank LaGrange Johnson
	Frank LaGrange Johnson,
	its Managing Member
/S/ Frank LaGrange Johnson
Frank LaGrange Johnson

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EX-99.2

OPTION AGREEMENT

THIS OPTION AGREEMENT (the “Agreement”) is made as of the 8th day of December, 2011 (the “Effective Date”) by and among Terence Bernard Wise (the “Option Holder”), and the persons designated as Shareholders on the signature pages hereto (each a “Shareholder” and collectively the “Shareholders”).

WHEREAS, the Shareholders are selling, in the aggregate, 1,076,808 shares of Common Stock of Forward Industries, Inc., a New York corporation (the “Company”) to the Option Holder pursuant to a Stock Purchase Agreement of even date herewith (the “SPA”)(such shares being herein referred to as the “Primary Shares”) and a representation letter of even date herewith from Option Holder to the Shareholders (the “Acknowledgment“); and

WHEREAS, the Shareholders wish to grant the Option Holder a Call Option (capitalized terms are defined in Section 1 below) to purchase an additional 506,733 shares of the Company’s Common Stock (the “Option Shares”); and

WHEREAS, the Option Holder wishes to convey to the Shareholders a Put Option to sell the Option Shares to the Option Holder.

NOW, THEREFORE, the Option Holder and the Shareholders agree as follows:

1.           Definitions.  As used in this Agreement, the following terms shall have the definitions ascribed to them below:

(a)           “Agreement” shall have the meaning set forth in the Preamble.

(b)           “Business Day” shall mean any day other than a Saturday or Sunday or day on which banks in New York, New York are required or authorized to be closed.

(c)           “Call Option” shall mean the Option Holder’s right to purchase its Option Share Allocation from each Shareholder pursuant to the terms of this Agreement.

(d)           “Call Option Exercise Notice” shall have the meaning set forth in Section 2.2.

(e)           “Common Stock” shall mean the Company’s Common Stock, par value $0.01 per share and any other securities into which such Common Stock shall have been changed or any securities resulting from a reclassification of such Common Stock.

(f)           “Company” shall have the meaning set forth in the Preamble.

(g)           “Corporate Transaction” means any transaction or series of related transactions relating to, directly or indirectly, (a) any consolidation or merger of the Company with or into any corporation or other entity, other than any consolidation or merger resulting in the shareholders of the Company immediately prior to such transaction holding, after such transaction, eighty percent (80%) or more of the capital stock or other equity interests of the surviving or resulting corporation or other entity entitled to vote for the election of directors (or comparable governing body), or (b) any sale or other disposition by the Company of all of substantially all of its assets or (c) any exclusive licensing transaction having substantially the same effect, other than any such sale or other disposition to a buyer in which the shareholders of the Company immediately prior to such sale or other disposition hold, after such transaction, eighty percent (80%) or more of the capital stock or other equity interests entitled to vote for the election of directors (or comparable governing body).

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(h)           “Effective Date” shall have the meaning set forth in the Preamble.

(i)            “Lien” or “Liens” means any encumbrance, security interest, lien, claim, pledge, preemptive rights, restrictions on transfer (other than pursuant to relevant securities laws), irrevocable proxy, voting agreement, voting trust arrangement or any other encumbrance whatsoever.

(j)            “Option Holder” shall have the meaning set forth in the Preamble.

(k)           “Option Price” shall mean the purchase price of each Option Share purchasable upon exercise of this Option, equal to $1.80 per share, subject to adjustment as hereinafter provided.

(l)           “Option Share Allocation” shall mean the allocation of the Option Shares amongst the Shareholders as set forth on Exhibit D annexed hereto.

(m)           “Option Shares” shall have the meaning set forth in the Preamble.

(n)           “Put Option” shall mean each Shareholder’s right to sell its Option Shares to the Option Holder pursuant to the terms of this Agreement.

(o)           “Shareholder” or “Shareholders” shall have the meaning set forth in the Preamble.

Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the SPA.  For the avoidance of doubt, the use of defined terms from the SPA shall not be affected by the expiration or termination of the SPA.

2.           Call Option.

2.1           Terms of Call Option.  For value received, subject to the terms and conditions set forth herein, each Shareholder hereby grants to the Option Holder the right to purchase from such Shareholder during the term of this Option Agreement, at a price per share equal to the Option Price, the Option Holder’s Option Share Allocation.

2.2           Exercise of Call Option.  Provided that there has not been a Corporate Transaction by June 8, 2013 (the “Call Option Termination Date”), the Option Holder may exercise the Call Option on the Call Option Termination Date by giving written notice on or prior to the Call Option Termination Date (the “Call Option Exercise Notice”), in the form attached hereto as Exhibit A, to the Shareholders that it elects to exercise its Option to purchase all, but not less than all, the Option Shares pursuant to this Agreement. The Call Option Exercise Notice shall specify in reasonable detail the number of Option Shares being purchased, the aggregate purchase price for such Option Shares and the proposed date of the closing of the purchase and sale of Option Shares, which date shall be not less than five (5) nor more than ten (10) Business Days from the date of such notice, but in no event prior to the Call Option Termination Date (such date, the “Call Option Exercise Date”).  In addition to the Option Exercise Notice, upon electing to exercise the Call Option the Option Holder shall complete, execute and deliver to the Shareholders the Investment Representation Statement attached hereto as Exhibit B.

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2.3           No Equity Holder Rights.  The Call Option, by itself, as distinguished from any Option Shares purchased hereunder, shall not entitle the Option Holder to any of the rights of an equity holder of the Company.

3.           Put Option.  Each Shareholder shall have the right at any time during the term of this Agreement to give written notice (the “Put Option Exercise Notice”), in the form attached hereto as Exhibit C, to the Option Holder that it elects to exercise its Put Option to sell all, but not less than all, of its Option Shares pursuant to this Agreement to the Option Holder. Each Put Option Exercise Notice shall specify in reasonable detail the number of Option Shares being sold, the purchase price for such Option Shares and the proposed date of the closing of the purchase and sale of Option Shares, which date shall be not less than five (5) nor more than ten (10) Business Days from the date of such notice (such date, the “Put Option Exercise Date”).

4.  Closings.  The purchase and sale of Option Shares under this Agreement shall close at the offices of Littman Krooks LLP at 655 Third Avenue, 20th Floor, New York, NY 10017, or remotely via the exchange of documents, signatures, shares and funds on the applicable Call Option Exercise Date or Put Option Exercise Date.  At the closing, each selling Shareholder shall deliver to Option Holder an applicable instrument of transfer conveying all of such Shareholder’s Option Shares, which shall include a certification that Option Holder is receiving good and marketable title to such Option Shares, free and clear of all Liens (other than those established by this Agreement), and Option Holder shall pay to each selling Shareholder the purchase price for such Option Shares in cash by certified or bank check or wire transfer of immediately available funds.

5.           Adjustment of Option Price and Number of Shares.  The number of Option Shares and the Option Price are subject to adjustment upon the occurrence of a share dividend, share split, reverse share split, combination of shares, reclassification, recapitalization or other similar event altering the number of outstanding shares of Common Stock of the Company (for the avoidance of doubt, not including the issuance of new shares to investors or pursuant to the terms of the Company’s option plans).

6.           Term and Termination.  This Agreement shall be effective as of the Effective Date and shall terminate at the earliest of (i) the Call Option Exercise Date or the Put Option Exercise Date, as the case may be, (ii) the effective date of a Corporate Transaction, (iii) June 8, 2013 or (iv) the date that the Option Holder and the Shareholders voluntarily terminate this Agreement by a writing signed by each thereof.

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7.           Representations and Warranties of the Shareholders and the Option Holder.  Each Shareholder and the Option Holder hereby restate and incorporate by reference in this Agreement as if fully set forth herein, the representations and warranties of such party contained in the SPA and the Acknowledgement.

8.           Additional Covenants.

8.1           Each Shareholder shall not lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the Option Shares during the term of this Agreement.

8.2           Each Shareholder shall not permit any Liens to be placed on or otherwise to effect the Option Shares.

8.3           Within ten (10) days of receiving a Call Option Exercise Notice from the Option Holder, and in no event later than one business day prior to the Call Option Exercise Date, the Shareholders shall deliver a notice to the Company to (i) notify the Company with respect to the exercise of the Option and (ii) requesting that the Company reflect on its books and records the registration of the Option Shares in the Option Holder’s Name.

9.           Assignment of Rights.

9.1           Transfer of Option.  The Call Option is not transferable or assignable, except through the laws of death and descent, except to an entity which is an “Affiliate” of Option Holder.  An “Affiliate” of Option Holder is any person or entity controlling, controlled by or under common control with Option Holder.

9.2           No Third Party Beneficiaries.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

10.           Miscellaneous.  No waiver, amendment or other modification of this Agreement shall be effective unless in writing and signed by each party to be bound hereby. This Agreement, and any claim related directly or indirectly to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of New York without reference to the conflict of laws provisions thereof. The parties hereby irrevocably and unconditionally submit (to the extent permitted by law) to the exclusive jurisdiction of the courts of the State of New York located in the City and County of New York and the United States District Court for the Southern District of New York for any legal action or proceeding arising out of this Agreement, and each of the parties hereby irrevocably consents to service of process in any such action or proceeding by certified or registered mail at the address for such party set forth in Section 11 below. The Shareholders and the Option Holder (each on their own behalf and, to the extent permitted by applicable law, on behalf of their equity holders and creditors) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of this Agreement. The obligations of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and any of their successors, assigns, heirs and personal representatives.

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11.           Notice.  Any notice given to any party under this Agreement shall be in writing, and any notice hereunder shall be deemed to have been given upon the earlier of delivery thereof by hand delivery, by courier, or by standard form of telecommunication or three (3) business days after the mailing thereof if sent registered mail with postage prepaid, addressed to the Shareholders or the Option Holder, as applicable, at the address listed on the signature page hereof or at such other address as the Option Holder or the Shareholders may have provided.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the date first written above.

SHAREHOLDERS:
LaGrange Capital Partners, LP.
By:	LaGrange Capital Management, L.L.C.,
	its General Partner
	By:	/S/ Frank LaGrange Johnson
		Frank LaGrange Johnson,
		its sole Member
LaGrange Capital Partners Offshore Fund, Ltd.
By:	LaGrange Capital Administration, L.L.C.,
	its Investment Manager
	By:	/S/ Frank LaGrange Johnson
		Frank LaGrange Johnson,
		its Managing Member
LaGrange Special Situations Yield Master Fund, Ltd.
By:	LaGrange Capital Administration, L.L.C.,
	its Investment Manager
	By:	/S/ Frank LaGrange Johnson
		Frank LaGrange Johnson,
		its Managing Member
OPTION HOLDER:
/S/ Terence Bernard Wise
Terence Bernard Wise

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EXHIBIT A

CALL OPTION EXERCISE NOTICE

TO:        [___________________]

1.           Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in that certain Option Agreement, dated December 8, 2011, by and among _______________ (the “Option Holder”) and [________________] (the “Shareholders”).

2.           Option Holder hereby elects to purchase its Option Share Allocation from the Shareholders pursuant to the Option Agreement and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any, and the Investment Representation Statement.

(Name)

(Address)

(Date)	[Option Holder]
	By:
	Title:

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EXHIBIT B

INVESTMENT REPRESENTATION STATEMENT

Common Stock

of

Forward Industries, Inc.

In connection with the purchase of the above-listed securities, the undersigned hereby represents to the Shareholders, as identified in that certain Option Agreement, dated December 8, 2011, and to Forward Industries, Inc. (the “Company”) as follows:

(a)           The securities to be received upon the exercise of the Option (the “Option Shares”) will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and the undersigned has no present intention of selling, granting participation in or otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control.  By executing this Statement, the undersigned further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation to such person or to any third person, with respect to any shares of Option Shares issuable upon exercise of the Option.

(b)           The undersigned understands that the Option Shares to be delivered upon exercise of the Option at the time of issuance may not be registered under the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, on the ground that the issuance of such securities is exempt from registration under the Act and state law exemptions relating to offers and sales not by means of a public offering, and that the Company’s reliance on such exemptions is predicated on the undersigned’s representations set forth herein.

(c)           The undersigned agrees that in no event will it make a disposition of any of the Option Shares acquired upon the exercise of the Option unless and until it shall have furnished the Company with an opinion of counsel satisfactory to the Company and Company’s counsel to the effect that (A) appropriate action necessary for compliance with the Act and any applicable state securities laws has been taken or an exemption from the registration requirements of the Act and such laws is available, and (B) the proposed transfer will not violate any of said laws.

(d)           The undersigned acknowledges that an investment in the Company is highly speculative and represents that it is able to fend for itself in the transactions contemplated by this Statement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investments, and has the ability to bear the economic risks (including the risk of a total loss) of its investment.  The undersigned represents that it has had the opportunity to ask questions of the Company concerning the Company’s business and assets and to obtain any additional information which it considered necessary to verify the accuracy of or to amplify the Company’s disclosures, and has had all questions which have been asked by it satisfactorily answered by the Company.

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(e)           The undersigned acknowledges that the Option Shares issuable upon exercise of the Option must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available.  The undersigned is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being through a “broker’s transaction” or in transactions directly with a “market makers” (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations.

Dated: _______________
	(Typed or Printed Name)
	By:
	(Signature)
	(Title)

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EXHIBIT C

PUT OPTION EXERCISE NOTICE

TO:        [___________________]

1.           Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in that certain Option Agreement, dated December 8, 2011, by and among _______________ (the “Option Holder”) and [________________] (the “Shareholders”).

2.           The Shareholders hereby elect to sell their Option Share Allocation to the Option Holder pursuant to the Option Agreement.  Option Holder shall tender payment of the purchase price in full, together with all applicable transfer taxes, if any, in accordance with the Option Agreement, along with the Investment Representation Statement.

(Name)

(Address)

(Date)	[Shareholder]
	By:
	Title:

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