EXHIBIT 10.3
OPTION AGREEMENT
between
XXXXXX XXX XXX
and
XXXXXX XXX XXX
and
XXX XXXXXXX
and
TECHNOR INTERNATIONAL INC.
1 DEFINITIONS
In this agreement, unless the context indicates otherwise, the words and
expressions set out below shall have the meanings assigned to them and
cognate expressions shall have a corresponding meaning, namely:
1.1 "the/this Agreement" means this option agreement;
1.2 "Business Day" means any day other than a Saturday, Sunday or
public holiday in the RSA, within the meaning of the Public
Xxxxxxxx Xxx, 0000 of the RSA;
1.3 "GR" means Xxx Xxxxxxx in his personal capacity and as agent for
the remaining Shareholders in terms of 4.1,4.2 and 5.1;
1.4 "Licence Agreement" means the licence agreement entered into
between Wasp (as licensor) and Technor (as licencee) pursuant to
which Wasp granted to Technor a non-transferable, non-assignable
and exclusive licence to distribute, market and sell certain GSM
technologies or products owned or developed by Wasp and more
fully described under the definition of "WGT" in 1.18 of that
agreement or as amended or supplemented from time to time;
1.5 "RSA" means the Republic of South Africa, being the nine
provinces identified in section 103 of the Constitution of xxx
Xxxxxxxx xx Xxxxx Xxxxxx, 0000;
1.6 "Shareholders" means Xxxxxx xxx Xxx, Xxxxxx xxx Xxx and Xxx
Xxxxxxx;
1.7 "Shares" means all the ordinary par value shares of R1,00 each in
the issued share capital of Wasp,
1.8 "Technor" means Technor International Inc, a corporation
incorporated in Nevada, United States of America with its
registered office at Xxxxxxxxxxxxxx 00, X-00000 Xxxxxxxx, Xxxxxx;
1.9 "Wasp" means Wasp International (Pty) Ltd, Reg No 93/00271/07, a
private company with limited liability incorporated under the
laws of the RSA.
2 PREAMBLE
It is recorded for the purpose of elucidating the operative provisions
of this Agreement, that it is being entered into in the following
circumstances:
2.1 Wasp and Technor have entered into the Licence Agreement;
2.2 Technor wishes to obtain the right and option to acquire the
equity of Wasp in order to secure further technologies which may
be developed by Wasp in the future;
2.3 the Shareholders have agreed to grant the right and option to
Technor to acquire 100% of the Shares in two tranches and Technor
has agreed to acquire such options on the terms and conditions
set out in this Agreement.
3 OPTION
3.1 The Shareholders hereby irrevocably grant to Technor the
non-transferable and non-assignable right and option to acquire
100% of the Shares from them in the following tranches:
3.1.1 25% of the Shares, by notifying on or before 7 June 1998
("the First Option");
3.1.2 75% of the Shares, by notifying on or before 30 June 1999
("the Second Option");
3.2 The purchase price due and payable by Technor to the Shareholders
on exercise of the First Option shall be the aggregate of
US$500,000,00 plus 200,000 shares of common stock of Technor, at
par value of US$0,01 per share.
3.3 The purchase price due and payable by Technor to the Shareholders
on exercise of the Second Option shall be the aggregate of
US$3,000,000,00 and shares of common stock of Technor, par value
US$0,01 per share to the value of US$12,000,000,00 as at the date
of their allotment and issue, based on the then average closing
price of the 10 preceding days as quoted on the NASDAQ Stock
Exchange or other inter dealer quotation system upon which
Technor may be listed at such time.
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3.4 The Shareholders acknowledge and agree that all shares of common
stock of Technor, par value US$0,01 per share, to be allotted and
issued to them pursuant to the exercise of the First Option or
the Second Option, as the case may be, have not been registered
under the USA Securities Act of 1933 and applicable USA State and
Securities laws, as amended and may not be sold or transferred
except pursuant to registration under the USA Securities Act of
1933 or any exemption from such registration.
4 PERIOD OF THE OPTIONS
4.1 The First Option shall be exercisable by the giving of written
notice by Technor to GR on behalf of all the Shareholders at his
chosen DOMICILIUM in terms of 10.1.3, which notice Technor shall
be entitled to give at any time up to and including close of
business on 7 June 1998;
4.2 The Second Option shall be exercisable by the giving of 14 days'
written notice by Technor to GR on behalf all of the Shareholders
at his chosen DOMICILIUM in terms 10.1.3, which notice Technor
shall be entitled to give at any time up to and including close
of business on 30 June 1999.
4.3 If notice to exercise the First Option is not received on or
before the 7 June 1998 both the First Option and Second Option
shall lapse automatically.
5 EXERCISE OF THE OPTIONS
5.1 On receipt by GR on behalf all of the Shareholders of the notice
of exercise of either the First Option or the Second Option or
both, the Shareholders shall within 14 days and against payment
of the balance of the purchase consideration due and payable for
the Shares to be acquired, to :
5.1.1 furnish to Technor the share certificates together with
share transfer forms (duly executed on behalf of the
Shareholders but with the name of the transferee left
blank) in respect of the Shares to which the First Option
or the Second Option applies, as the case may be;
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5.1.2 a copy of a resolution of the board of directors of Wasp
recognising and agreeing to be bound by the registration
of transfer of the Shares to be acquired in terms of the
First Option or the Second Option, as the case may be, as
well as the appointment of Technor's representatives on
the board of directors of Wasp on the basis set out in 7.
6 OPTION MONIES
As option monies for the granting of the First Option and the Second
Option by the Shareholders to Technor in terms of this Agreement,
Technor undertakes forthwith upon signature of this Agreement to allot
and issue to the Shareholders as fully paid up, 1 350 000 shares of
common stock of Technor, par value US$0,01 per share, subject to such
additional terms and conditions set forth on the certificates
representing the shares concerned. The Shareholders agree that the
representations contained in 3.4 shall also apply to such shares of
common stock of Technor, par value US$0,01.
7 DIRECTORS
7.1 Technor shall be entitled, on exercise of the First Option, to
appoint a single representative on the board of directors of
Wasp, with the right to appoint an alternate director. The
Shareholders agree to accept such nominee.
7.2 In addition, Technor shall be entitled to appoint 100% in number
of the directors on the board of Wasp on exercise of the Second
Option.
8 UNDERTAKINGS AND WARRANTIES
8.1 The Shareholders undertake not to allot and issue, or cause or
consent to be issued any further Shares between the date of
signature of this Agreement and the last date for exercise of the
Second Option without the prior written consent of Technor. If
Technor consents to any such further allotment and issue of
Shares, then the number of Shares in respect of which the First
Option or the Second Option, as the case may be, will apply will
increase correspondingly so as to ensure that the percentage of
shares to which Technor would be entitled on the exercise of the
options concerned would remain unaltered.
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8.2 The Shareholders warrant that they have agreements in place which
upon exercise and implementation, will render them able, on the
exercise of the First Option or the Second Option by Technor, as
the case may be to deliver the relevant percentage of Shares to
Technor in terms of this Agreement;
9 CONFIDENTIALITY
This Agreement and the entire content thereof is confidential to the
parties and may not be disclosed save for as may be required under
applicable law for the enforcement of the Agreement or part thereof or
otherwise as agreed to in writing by both parties.
10 DOMICILIUM CITANDI ET EXECUTANDI
10.1 Each party chooses the address set out opposite its name below as
its DOMICILIUM CITANDI ET EXECUTANDI at which all notices, legal
processes and other communications must be delivered for the
purposes of this agreement:
10.1.1 Xxxxxx xxx Xxx: Xxxxx Xxxxxx Xxxxx
Xxxx Xxxx Xxxxx
0 Xxxxx Xxxxxxxxxxx Xxxxx
Xxxxx Xxxx
Xxxxxxxxxxxx
0000
Xxxxxxx
Xxxxx Xxxxxx
Telefax Number :(011) 622-8973
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10.1.2 Xxxxxx xxx Xxx: Xxxxx Xxxxxx Xxxxx
Xxxx Xxxx Xxxxx
0 Xxxxx Xxxxxxxxxxx Xxxxx
Xxxxx Xxxx
Xxxxxxxxxxxx
0000
Xxxxxxx
Xxxxx Xxxxxx
Telefax Number :(011) 622-8973
10.1.3 Xxx Xxxxxxx: Xxxxx Xxxxxx Xxxxx
Xxxx Xxxx Xxxxx
0 Xxxxx Xxxxxxxxxxx Xxxxx
Xxxxx Xxxx
Xxxxxxxxxxxx
0000
Xxxxxxx
Xxxxx Xxxxxx
Telefax Number :(011) 622-8973
10.1.4 Technor : Xxxxxxxxxxxxxx 00,
X-00000 Xxxxxxxx,
Xxxxxx
Telefax Number: (00) 000-00000
10.2 Any notice or communication required or permitted to be given in
terms of this agreement shall be valid and effective only if in
writing, but it shall be competent to give notice by telefax.
10.3 Any party may by written notice to the other parties change its
chosen address to another physical address and/or its chosen
telefax number to another telefax number, provided that the
change shall become effective on the fourteenth day after the
receipt of the notice by the addressee.
10.3.1 Any notice to a party contained in a correctly addressed
envelope and -
10.3.2 sent by prepaid registered post to it at its chosen
address; or
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10.3.3 delivered by hand to a responsible person during ordinary
business hours at its chosen address, shall be deemed to
have been received, in the case of 10.3.1, on the seventh
Business Day after posting (unless the contrary is
proved) and, in the case of 10.3.3, on the day of
delivery.
10.4 Any notice by telefax to a party at its telefax number shall be
deemed, unless the contrary is proved, to have been received
within 2 hours of transmission where it is transmitted during
normal business hours or within 2 hours of the opening of
business on the first Business Day after it is transmitted where
it is transmitted outside those business hours.
11 GENERAL
11.1 This Agreement shall be governed by the law of the RSA in all
respects. The parties hereby consent and submit to the
non-exclusive jurisdiction of the Witwatersrand Local Division of
the High Court of the RSA for and in connection with any action
which may be instituted in connection with the terms and
provisions of this Agreement.
11.2 This document contains the entire agreement between the parties
as to the subject matter hereof.
11.3 No party shall have any claim or right of action arising from any
undertaking, representation or warranty not included in this
Agreement.
11.4 No failure by a party to enforce any provision of this Agreement
shall constitute a waiver of such provision or affect in any way
a party's right to require performance of any such provision at
any time in the future, nor shall the waiver of any subsequent
breach nullify the effectiveness of the provision itself.
11.5 No agreement to vary, add to or cancel this Agreement shall be of
any force or effect unless reduced to writing and signed on
behalf of this parties to this Agreement.
11.6 No party may cede any of its rights or delegate any of its
obligations under this Agreement without the prior written
consent of the other parties to this Agreement.
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11.7 Each party warrants that it is acting as a principal and not as
an agent for an undisclosed principal.
11.8 All stamp duty payable in connection with a transfer of the
Shares from the Shareholders to Technor, shall be for Technor's
account.
SIGNED at on 1998
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XXXXXX XXX XXX
SIGNED at on 1998
------------------------------
XXXXXX XXX XXX
SIGNED at on 1998
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XXX XXXXXXX
SIGNED at on 1998
For: WASP INTERNATIONAL (Pty) Ltd.
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Signatory:
Capacity: Duly Authorized
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SIGNED at on 1998
For: TECHNOR INTERNATIONAL INC.
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Signatory:
Capacity: Duly Authorized
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