Common use of OPTION AND EXERCISE Clause in Contracts

OPTION AND EXERCISE. 1.01 The Optionors hereby grant to the Optionee the option to acquire 100% of the issued and outstanding shares in the capital stock of Xxxxxxx (the "Option") in consideration of payment of the following amounts in this paragraph 1.01 (collectively the "Option Price"): (a) the Optionee shall pay to the Optionors Four Hundred Thousand ($400,000.00) Dollars on the Effective Date; (b) on or before three (3) calendar months from the Effective Date, the Optionee shall perform such due diligence as is required and shall make a decision whether or not to continue under the terms of this Option Agreement. If the Optionee decides to proceed with the Option Agreement, it shall deliver to the Optionors written notice of that decision. The date of such notice shall be the "Confirmation Date"; (c) On the Confirmation Date, together with the written notice to proceed, the Optionee shall pay to the Optionors the sum of Three Million Six Hundred Thousand ($3,600,000.00) Dollars; Such amounts payable under this paragraph 1.01 shall be non-refundable. 1.02 In the event that the Optionee shall have paid the Optionors in full for the Option described in paragraph 1.01 and that the Optionee is not in default of any of its obligations hereunder, then the Optionee shall have the right to purchase all but not less than all of the issued and outstanding shares in the capital stock of Xxxxxxx (the "Shares") from the Optionors on or before twelve (12) calendar months from the Confirmation Date (or such other later date as may be agreed upon among the Optionors and the Optionee) by delivering written notice to the Optionors indicating the Optionee's intention to so purchase all, but not less than all of the Shares (the "Exercise Notice"). Such Exercise Notice shall be accompanied by the payment of Sixteen Million ($16,000,000.00) Dollars at which time the Shares shall be transferred by the Optionors to the Optionee (the "Closing"). In addition, subsequent to the Closing, the Optionee shall pay to the Optionors a bonus of Six Million ($6,000,000) Dollars if at any time after the Closing there is a minimum of 2,000,000 ounces of gold drill inferred on the Property or if the Optionee subsequently transfers, directly or indirectly, any of the Shares or any interest in the Property (including but not limited to a transfer in the control of the Optionee) to a third party. 1.03 The Optionee may, at its sole discretion, accelerate any payments described in paragraphs 1.01 and 1.

OPTION AND EXERCISE. 1.01 The Optionors hereby grant to the Optionee the option to acquire 100% of the issued and outstanding shares in the capital stock of Xxxxxxx (the "Option") in consideration of payment of the following amounts in this paragraph 1.01 (collectively the "Option Price"): (a) the Optionee shall pay to the Optionors Four Hundred Thousand ($400,000.00) Dollars on the Effective Date; (b) on or before three (3) calendar months from the Effective Date, the Optionee shall perform such due diligence as is required and shall make a decision whether or not to continue under the terms of this Option Agreement. If the Optionee decides to proceed with the Option Agreement, it shall deliver to the Optionors written notice of that decision. The date of such notice shall be the "Confirmation Date"; (c) On the Confirmation Date, together with the written notice to proceed, the Optionee shall pay to the Optionors the sum of Three Million Six Hundred Thousand ($3,600,000.00) Dollars; Such amounts payable under this paragraph 1.01 shall be non-refundable. 1.02 In the event that the Optionee shall have paid the Optionors in full for the Option described in paragraph 1.01 and Provided that the Optionee is not in default of any of its obligations hereunderunder the Original Agreement and this Amendment or under the Related Agreement and its Amendment, then the Optionee shall have the right option to purchase all but not less than all of the issued and outstanding shares in the capital stock of Xxxxxxx (the "Shares") Remaining Shares from the Optionors on or before twelve December 1, 2012 in consideration of a payment of Twenty Million Eight Hundred Thousand (12$20,800,000) calendar months from the Confirmation Date (or such other later date as may be agreed upon among the Optionors Dollars and the Optioneeissue of One Hundred Thousand (100,000) by delivering written notice Shares in Xxxxxxx Star Resources Inc. to the Optionors indicating the Optionee's intention to so purchase all, but not less than all of the Shares (the "Exercise Notice"). Such Exercise Notice shall be accompanied by the payment of Sixteen Million ($16,000,000.00) Dollars at which time the Remaining Shares shall be transferred and delivered by the Optionors to the Optionee (the "Closing"). In addition) free and clear of all encumbrances. 1.02 Provided that the Optionee chooses not to exercise its option under paragraph 1.01, subsequent to and the ClosingOptionee is not in default of any of its obligations under the Original Agreement and this Amendment or under the Related Agreement and its Amendment, the Optionee shall pay may elect to re-option on or before December 1, 2012 the purchase of the Remaining Shares in consideration of a non-refundable payment of Eight Hundred Thousand ($800,000) Dollars and the issue of One Hundred Thousand (100,000) Shares in Xxxxxxx Star Resources Inc. to the Optionors. This new option may be exercised to purchase the Remaining Shares on or before December 1, 2014 in consideration of a payment of Twenty Million ($20,000,000) Dollars to the Optionors at which time the Remaining Shares shall be transferred and delivered by the Optionors to the Optionee (the "Closing") free and clear of all encumbrances. 1.03 Provided that the Optionee has paid the consideration for the re-option in paragraph 1.02, but chooses not to exercise its option under paragraph 1.02, and the Optionee is not in default of any of its obligations under the Original Agreement and this Amendment or under the Related Agreement and its Amendment, the Optionee may elect to re-option on or before December 1, 2014 the purchase of the Remaining Shares in consideration of a bonus non-refundable payment of Four Million ($4,000,000) Dollars to the Optionors. This new option may be exercised to purchase the Remaining Shares on or before December 1, 2015 in consideration of a payment of Sixteen Million and Twenty-Five Thousand ($16,025,000) Dollars to the Optionors at which time the Remaining Shares shall be transferred and delivered by the Optionors to the Optionee (the "Closing") free and clear of all encumbrances. 1.04 Provided that the Optionee has paid the consideration for the re-options in paragraphs 1.02 and 1.03, but chooses not to exercise its options under those paragraphs, and the Optionee is not in default of any of its obligations under the Original Agreement and this Amendment or under the Related Agreement and its Amendment, the Optionee may elect to re-option on or before December 1, 2015 the purchase of the Remaining Shares in consideration of a non-refundable payment of Four Million ($4,000,000) Dollars to the Optionors. This new option may be exercised to purchase the Remaining Shares on or before December 1, 2016 in consideration of a payment of Twelve Million and Fifty Thousand ($12,050,000) Dollars to the Optionors at which time the Remaining Shares shall be transferred and delivered by the Optionors to the Optionee (the "Closing") free and clear of all encumbrances. 1.05 Provided that the Optionee has paid the consideration for the re-options in paragraphs 1.02, 1.03, and 1.04, but chooses not to exercise its options under those paragraphs, and the Optionee is not in default of any of its obligations under the Original Agreement and this Amendment or under the Related Agreement and its Amendment, the Optionee may elect to re-option on or before December 1, 2016 the purchase of the Remaining Shares in consideration of a non-refundable payment of Six Million ($6,000,000) Dollars if to the Optionors. This new option may be exercised to purchase the Remaining Shares on or before December 1, 2017 in consideration of a payment of Six Million Seventy-Five Thousand ($6,075,000) Dollars to the Optionors at any which time after the Closing there is a minimum of 2,000,000 ounces of gold drill inferred on Remaining Shares shall be transferred and delivered by the Property or if Optionors to the Optionee subsequently transfers, directly or indirectly, any (the "Closing") free and clear of the Shares or any interest in the Property (including but not limited to a transfer in the control of the Optionee) to a third partyall encumbrances. 1.03 The Optionee may, at its sole discretion, accelerate any payments described in paragraphs 1.01 and 1.

OPTION AND EXERCISE. 1.01 2.01 The Optionors hereby grant to the Optionee the option options to acquire 100% of the issued and outstanding shares in the capital stock of Xxxxxxx (the "Option") in consideration of payment of One ($1.00) Dollar. 2.02 In the following amounts in this paragraph 1.01 (collectively event that 10% of the "Option Price"): (a) shares have been paid for and transferred under the terms of the Related Agreement, the Optionee shall pay have an option to purchase 10% of the Optionors issued and outstanding shares in the capital stock of Xxxxxxx on or before June 1, 2010 in consideration of a payment of Three Million Four Hundred Thousand ($400,000.003,400,000) Dollars on to the Effective Date; (b) on or before three (3) calendar months from the Effective DateOptionors. Upon receipt of this payment, the Optionee said shares shall perform such due diligence as is required be transferred and shall make a decision whether or not delivered by the Optionors to continue under the terms of this Option Agreement. If the Optionee decides to proceed with the Option Agreement, it shall deliver free and clear of all encumbrances subject to the Optionors written notice provision that the transfer of that decision. The date of such notice shall be the "Confirmation Date"; (c) On the Confirmation Date, together with the written notice to proceed, those shares by the Optionee shall pay to the Optionors the sum of Three Million Six Hundred Thousand ($3,600,000.00) Dollars; Such amounts payable under this paragraph 1.01 shall would not be non-refundable. 1.02 In the event that the Optionee shall have paid the Optionors in full for the Option described in paragraph 1.01 and that the Optionee is not in default of any of its obligations hereunder, then the Optionee shall have the right to purchase allowed but would be restricted until such time as all but not less than all of the remaining 90% of the issued and outstanding shares in the capital stock of Xxxxxxx (the "Remaining Shares") are purchased under the terms of this Agreement. In the event that the Remaining Shares are not purchased by the Optionee under the terms of this Agreement, the Optionor has the right to require the Optionee to sell its 10% of the shares in Xxxxxxx at the same time and under the same terms and conditions as the Optionor may arrange for the sale of its Remaining Shares to an arm's length bona fide purchaser at some time in the future. 2.03 In the event that: (a) all of the shares have been paid for and transferred under the terms of the Related Agreement, (b) the Optionee shall have purchased the Shares described in paragraph 2.02, and (c) the Optionee is not in default of any of its obligations hereunder or under the Related Agreement, then the Optionee shall have the additional option to purchase the Remaining Shares from the Optionors on or before twelve December 1, 2012 in consideration of a payment of Twenty Million Eight Hundred Thousand (12$20,800,000) calendar months from the Confirmation Date (or such other later date as may be agreed upon among the Optionors and the Optionee) by delivering written notice Dollars to the Optionors indicating the Optionee's intention to so purchase all, but not less than all of the Shares (the "Exercise Notice"). Such Exercise Notice shall be accompanied by the payment of Sixteen Million ($16,000,000.00) Dollars at which time the Shares shall be transferred and delivered by the Optionors to the Optionee (the "Closing"). ) free and clear of all encumbrances. 2.04 In additionthe event that: (a) 90% of the shares shall have been re-optioned under the terms of the Related Agreement, (b) the Optionee shall have purchased the Shares described in paragraph 2.02, (c) the Optionee chooses not to exercise its option under paragraph 2.03, subsequent to and (d) the ClosingOptionee is not in default of any of its obligations hereunder or under the Related Agreement, the Optionee shall pay may elect to re-option on or before December 1, 2012 to purchase the Remaining Shares in consideration of a non-refundable payment of Eight Million Eight Hundred Thousand ($8,800,000) Dollars to the Optionors. In the event that all of the shares have been paid for and transferred under the terms of the Related Agreements, this new option may be exercised to purchase the Remaining Shares on or before December 1, 2017 in consideration of a payment of Twelve Million ($12,000,000) Dollars to the Optionors a bonus of Six Million ($6,000,000) Dollars if at any which time after the Closing there is a minimum of 2,000,000 ounces of gold drill inferred on Remaining Shares shall be transferred and delivered by the Property or if Optionors to the Optionee subsequently transfers, directly or indirectly, any (The "Closing") free and clear of the Shares or any interest in the Property (including but not limited to a transfer in the control of the Optionee) to a third partyall encumbrances. 1.03 2.05 The Optionee may, at its sole discretion, accelerate any payments described in paragraphs 1.01 2.02, 2.03, and 2.04. 2.06 In the event that the Optionee fails to make any of the payments to exercise the options described in paragraph 2.02, 2.03, or 2.04, this Agreement shall automatically terminate without further action by the Optionors. In the event that the Optionee is in breach of any of its obligations hereunder, in its sole discretion, the Optionors shall have 90 days from the date that the Optionors become aware of a breach of any of the obligations hereunder, in which to terminate the Agreement by giving written advice to the Optionee of its decision to so terminate the Agreement. In the event of said termination, the Optionee shall comply with all of its other obligations described in paragraph 3, and subject to paragraph 2.02 shall have no further interest in the Shares or the Property. 2.07 In the event of the bankruptcy, dissolution, receivership, or wind up of the Optionee, this Agreement shall automatically terminate without further action by the Optionor, and subject to paragraph 2.02, the Optionee shall have no further interest in the Shares or the Property. 2.08 In the event that control of the Optionee is acquired by a person or group of persons within the meaning of Section 111(4) of the Income Tax Act of Canada, prior to the expiry of all options hereunder, the Optionors shall have the right to put their shares which have not yet been acquired by the Optionee to the Optionee and require the Optionee to buy said shares. Such put shall be exercised by notice in writing to the Optionee. The price of the shares would be as follows: (a) Twenty Four Million Two Hundred Thousand ($24,200,000) Dollars prior to June 1, 2010. (b) Twenty Million Eight Hundred Thousand ($20,800,000) Dollars after June 1, 2010 but prior to December 1, 2012. (c) Twelve Million ($12,000,000) Dollars after December 1, 2012 but prior to December 1, 2017. Said price shall be paid to the Optionors within 90 days of the notice of the put being given to the Optionee. 2.09 In the event that the cumulative value of Mineral production (based on the Spot Price as at the day the Minerals are sold) from (i) the Property, (ii) the Property as outlined in the Related Agreement, and (iii) the Property as outlined in an agreement wherein the Optionee is purchasing options to purchase. the shares in 2588111 Manitoba Ltd., reaches Seven Hundred and Fifty Million ($750,000,000) Dollars prior to December 1, 2017, the Optionor shall have the right to put their shares which have not yet been acquired by the Optionee to the Optionee and require the Optionee to buy said shares at the same price as outlined in paragraph 2.08. Such put shall be exercised by notice in writing to the Optionee. Said price shall be paid to the Optionors within 90 days of the notice of the put being given to the Optionee. 2.10 Any one of the Optionors may elect to receive shares in the Optionee for any portion of payments for either the grant of the options or the sale of shares in Xxxxxxx at a price per Optionee common share equal to the 10 day volume weighted average closing price of the common shares of the Optionee as reported on the TSVX or such other exchange on which such common shares trade, for the period ending on the date of the payment.

OPTION AND EXERCISE. 1.01 The Optionors hereby grant to If the Optionee the option to acquire 100% second (2nd) or third (3rd) floor of the issued and outstanding shares in the capital stock of Xxxxxxx Building (the each, an "OptionExpansion Floor") in consideration of payment of shall become available for subletting at any time during the following amounts in this paragraph 1.01 (collectively the "Option Price"): (a) the Optionee shall pay to the Optionors Four Hundred Thousand ($400,000.00) Dollars on the Effective Date; (b) on or before three (3) calendar months from the Effective DateTerm, the Optionee shall perform such due diligence as is required and shall make a decision whether or not to continue under the terms of this Option Agreement. If the Optionee decides to proceed with the Option Agreement, it shall deliver to the Optionors written notice of then provided that decision. The date of such notice shall be the "Confirmation Date"; (c) On the Confirmation Date, together with the written notice to proceed, the Optionee shall pay to the Optionors the sum of Three Million Six Hundred Thousand ($3,600,000.00) Dollars; Such amounts payable under this paragraph 1.01 shall be non-refundable. 1.02 In the event that the Optionee shall have paid the Optionors in full for the Option described in paragraph 1.01 and that the Optionee Subtenant is not in default and is occupying at least seventy-five percent (75%) of any of its obligations hereunderthe Subleased Premises, then the Optionee Subtenant shall have a right of first opportunity to sublease the right to purchase all entire such Expansion Floor (but not less than all the entire such Expansion Floor) for the then-remaining Term of this Sublease, upon the same terms, covenants and conditions as set forth in this Sublease with respect to the Subleased Premises, except that (i) the Rent Commencement Date for the Expansion Floor shall be the date on which Sublandlord delivers possession of the issued Subleased Premises to Subtenant in its "as is" condition, and outstanding shares (ii) there shall be no Improvement Allowance with respect to the Expansion Floor, and (iii) the Base Rental payable for the Expansion Floor shall be determined in the capital stock of Xxxxxxx (the "Shares") from the Optionors on or before accordance with Paragraph 24(b). Sublandlord shall give Subtenant not less than twelve (12) calendar months from the Confirmation Date (or such other later date as may be agreed upon among the Optionors and the Optionee) by delivering written notice to the Optionors indicating the Optionee's intention to so purchase all, but not less than all of the Shares date on which Sublandlord anticipates that the Expansion Floor will be available for occupancy by a subtenant (the "Exercise NoticeAnticipated Occupancy Date"). Such Exercise Notice Subtenant may then exercise its right of first opportunity by giving written notice of the exercise to Sublandlord within thirty (30) days after the date of Landlord's notice. A failure by Subtenant to respond within said thirty (30) day period shall totally extinguish Subtenant's right of first opportunity to sublease the Expansion Floor. The right of first opportunity granted hereby may not be accompanied by the payment of Sixteen Million ($16,000,000.00) Dollars at which time the Shares shall be assigned or transferred by the Optionors to the Optionee (the "Closing"). In addition, subsequent to the Closing, the Optionee shall pay to the Optionors a bonus of Six Million ($6,000,000) Dollars if at any time after the Closing there is a minimum of 2,000,000 ounces of gold drill inferred on the Property or if the Optionee subsequently transfers, directly or indirectly, any of the Shares or any interest in the Property (including but not limited to a transfer in the control of the Optionee) to a third partySubtenant. 1.03 The Optionee may, at its sole discretion, accelerate any payments described in paragraphs 1.01 and 1.