Amendment to the Option Agreement. As from this date, the Option Agreement is modified as follows:
Amendment to the Option Agreement. 2.1 Section 1.1(f) of the Option Agreement is hereby deleted it in its entirety and replaced with the following:
Amendment to the Option Agreement. 2.1 Section 3.2 of the Option Agreement is hereby deleted it in its entirety and replaced with the following: “Upon satisfaction of the conditions set out in Section 3.1 (which, for greater certainty, totals aggregate payments of $350,000 and share issuances of 1,500,000 Common Shares of Arriba) a fifty percent (50%) undivided right, title and interest in the Property will automatically vest in the Optionee, free and clear of all Encumbrances. The Optionor agrees to grant the Optionee the Option to acquire a further 30% interest in the Property (for a total of 80%) exercisable as follows:
(a) upon: (i) incurring cumulative Exploration Expenditures equal to or greater than $1,500,000 on or prior to June 30, 2013, and (ii) making cash payment installments to the Optionor of $25,000 by October 31, 2012 and an additional $275,000 by June 30, 2013, a further ten percent (10%) right, title and interest in the Property (for a total of 60%) will automatically vest in the Optionee free and clear of all Encumbrances;
(b) upon: (i) incurring cumulative Exploration Expenditures equal to or greater than $2,500,000 on or prior to January 31, 2014, and (ii) making a cash payment of $300,000 to the Optionor, a further ten percent (10%) right, title and interest in the Property (for a total of 70%) will automatically vest in the Optionee free and clear of all Encumbrances;
(c) upon: (i) incurring cumulative Exploration Expenditures equal to or greater than $4,000,000 on or prior to January 31, 2015, and (ii) making a cash payment of $300,000 to the Optionor, a further ten percent (10%) right, title and interest in the Property (for a total of 80%) will automatically vest in the Optionee free and clear of all Encumbrances; and”
2.2 The following Section 16.5 is added to the Option Agreement:
16.5 If the common shares of Arriba Resources Inc. are not listed on a recognized stock exchange or bulletin board quotation or trading system in North America (including, but not limited to, any tier of the over-the-counter trading system operated by Pink OTC Markets Group, Inc.) by August 31, 2013 (the “Listing Termination Event”) this Agreement will immediately terminate and the Optionee will lose all of its interest in the Property and the Optionor will not be required to reimburse the Optionee for any prior Exploration Expenditures incurred by the Optionee up to the date of the Listing Termination Event. In the event of a Listing Termination Event the Optionee agrees to execute all...
Amendment to the Option Agreement. 2.1 Amendment to Section 2.3
Amendment to the Option Agreement. Any vested Options held by the Executive shall be governed by the Option Agreement, and this Section 2, to the extent inconsistent with the terms of the Option Agreement, will be deemed to be an amendment to the Option Agreement.
Amendment to the Option Agreement. Paragraph (b) of Section 5 of the Option Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:
(i) The Company may request, upon five business days' prior notice, the Holder to pay to the Company any remaining uncontributed portion of the Commitment Amount in immediately available funds by wire transfer to an account designated by the Company in an amount not to exceed $133,333.33 in any calendar month; provided, that (1) the Company shall not request any amount in excess of such amount required to pay actual cash expenses and (2) to the extent that the Company does not request the full amount permitted in any given month, any amount remaining may be requested by the Company in a future month (but subject to the restriction imposed by clause (1) until December 31, 2001).
(ii) After the Company has received all amounts payable pursuant to Section 5(b)(i) (but no earlier than January 1, 2002), the Company may --------------- request, upon five days' prior notice, the Holder to pay to the Company any remaining uncontributed portion of the Commitment Amount in immediately available funds by wire transfer to an account designated by the Company in an amount not to exceed $266,666.67.
(iii) No earlier than two months after the initial payment to the Company pursuant to Section 5(b)(ii), the Company may request, upon five ---------------- days' prior notice, the Holder to pay to the Company any remaining uncontributed portion of the Commitment Amount in immediately available funds by wire transfer to an account designated by the Company in an amount up to the aggregate remaining uncontributed Commitment Amount.
(iv) Unless waived in writing by the Company, if the Holder does not pay such amount within five business days after a request, the Holder shall (i) be liable for all expenses incurred by the Company up to the date such payment would otherwise have been due (including, without limitation, bonuses, recruitment fees, and moving expenses for prospective employees) and (ii) forfeit all rights in, and the Company shall cancel, a number of Option Units equal to the unpaid portion of the requested amount divided by $1,000; provided, that to the extent the Holder actually pays any expenses of the Company as required under clause (i), such amount paid by the Holder shall be deemed to have been paid to the Company and all rights in a number of Option Units equal to such amount paid divided by $1,000 shall be restored and...
Amendment to the Option Agreement. Subject to Section 3 of this Amendment, Section 4(d) of the Option Agreement is amended in its entirety to read as follows:
(d) If Optionee's employment by the Companies terminates voluntarily by Optionee or by action of the Companies for reasons other than as specified in subsection (c), this Option may be exercised, but only (i) within 360 days after such termination (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee's employment.
