EX-10.9
DATAMEG CORP.
OPTION AGREEMENT
This Option Agreement (the "Agreement") sets forth the terms under which
NAME: XXXXXX XXXXXX
(the "Subscriber") agrees to render certain services on behalf of DataMEG., a
New York Corporation (the "Company") in exchange for options to purchase shares
of the Company's Common Stock.
WHEREAS, the Company has engaged the subscriber to perform certain services in
connection with Company operations; and;
WHEREAS, the Subscriber has agreed in exchange and full compensation for such
services to accept options to purchase the number of shares of the company's
Common Stock set forth in paragraph 1. Hereof. (the "Options");
NOW THEREFORE, in connection therewith, the parties set forth hereafter their
understanding and agreement:
THIS AGEEMENT DOES NOT CONSTITUTE AN OFFER (A) BY ANYONE IN ANY JURISDICTION IN
WHICH THE COMPANY IS NOT QUALIFIED TO MAKE SUCH AN OFFER; (B) TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER; OR (C) IN ANY JURISDICTION IN WHICH
SUCH AN OFFER WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION OF THE
SECURITIES DEFINED BELOW.
THE OPTIONS AND THE SHARES OF THE COMPANY'S COMMON STOCK SUBJECT TO SUCH
OPTIONS, SOMETIMES REFERRED TO HEREIN AS THE "SECURITIES", HAVE NOT BEEN
REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
THE SECURITIES LAWS OF ANY STATES, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
CERTAIN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISION (THE "COMMISSION") AND NO REGULATORY BODY HAS PASSED UPON OR
ENDORSED THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS AGREEMENT OR THE SHARES.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIBERS MUST RELY ON THEIR
OWN EXAMINATION OF THIS AGREEMENT AND AVAILABLE INFORMATION CONCERNING THE
OFFERING, INCLUDING THE MERITS OF, AND RISKS INVOLVED IN ACQUIRING THE
SECURITIES. THE SECURITIES CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY
REGISTERED UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAW OR WHERE
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
Execution of this Agreement by the Subscriber shall constitute an agreement by
the Subscriber that is accepting the Options set forth in Section 1 hereof as
compensation for certain consulting services rendered to the Company on the
terms and conditions specified herein. By executing this Agreement, the
Subscriber acknowledges, accepts, and agrees to be bound by all the terms
contained in this Agreement.
Grant of Options: In consideration of the above referenced consulting service to
the Company and for other good and valuable consideration, the Company grants to
the Subscriber the option to purchase Five Million (5,000,000) shares of the
Company's Common Stock (the "Shares") for the Option Price set forth in
Paragraph 2. Hereof and in accordance with the terms and conditions of this
Agreement.
Option Price: The purchase price of the Shares subject to the Options shall be:
..20/share
Subscription Procedure and Consideration for Shares:
The Subscriber hereby subscribes for the Options in consideration for the
Subscriber's services to the Company, as described above.
Concurrent with execution of this Agreement, Subscriber shall execute and
deliver to the Company a copy of this Agreement.
Manner of Exercise: The Options or any portions of the Options shall be
exercised only in accordance to the provisions of this Agreement. The person
exercising the Options shall give to the Company a written notice that shall (a)
state the number of Shares with respect to which the Options are being
exercised; and (b) specify a date (other than Saturday, Sunday or legal holiday)
not more than ten days after the date of such written notice, as the date on
which the Shares will be purchased. Such tender and conveyance shall take place
at the principal office of the Company during ordinary business hours, or at
such other hour and place agreed upon by the Company and the person or persons
exercising the Option. On the date specified in such written notice, the Company
shall accept payment for the Shares being purchased in cash, by bank or
certified check, by wire transfer, or by such other means as may be approved by
the Company, and shall deliver to the person or persons exercising the Options
in exchange therefore an appropriate certificate or certificates for fully paid
non-assessable shares or undertake to deliver certificates within a reasonable
period of time. In the event of any failure to take up and pay for the number of
Shares specified in such written notice on the date set forth therein (or on the
extended date as provided above), the right to exercise the Options shall
terminate with respect to such number of Shares, but shall continue with respect
to the remaining Shares covered by the Options and not yet acquired pursuant
thereto.
The person who exercises the Option shall warrant to the Company that, at the
time of such exercise, such person is acquiring his or her Option Shares for
investment and not with a view to, or for, or in connection with, the
distribution of any such Shares, and shall make such other representations,
warranties, acknowledgements and affirmations, if any, as the Company may
require. In such event, the person acquiring such Shares shall be bound by the
provisions of an appropriate legend, which shall be endorsed upon the
certificate(s) evidencing his or her Shares issued pursuant to such exercise.
The Company may delay issuance of the Shares if completion of any corporate
action or required consent is not obtained that the Company deems necessary
under any applicable law (including and without limitation to state securities
or "blue sky").
Conditions to Issuance of Stock Certificates: The share of stock deliverable
upon the exercise of the Option, or any portion thereof, may be previously
authorized, but issued or un-issued shares, which have been reacquired by the
Company. Such shares shall be fully paid and non-assessable.
Rights of Shareholders: The Subscriber shall not be, nor have any of the rights
or privileges of a shareholder of the Company in respect to any shares
purchasable upon exercise of any part of the Options unless and until
certificates representing such shares have been issued by the Company to the
Subscriber.
Exercise and Duration: Except as specified below, the Options may be exercised
at any time until their expiration as of January 1, 2007. Notwithstanding the
foregoing, in the case of the Subscriber's death, the Options shall expire on
the one-year anniversary of the Subscriber's death.
Transfer of Option: Unless otherwise permitted by applicable law and approved
in advance by the Company, the Option shall not be transferable by the
Subscriber and shall be exercisable during the Subscriber's lifetime, only by
such Subscriber or his or her guardian or legal representative in the event of
the Subscriber's incapacity.
Except as otherwise permitted herein, the Option shall not be assigned, pledged,
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment, or similar process and any attempted
transfer, assignment, pledge, hypothecation or other disposition of the Option
or of any rights granted thereunto contrary to the provisions of this Section 8,
or the levy of any attachment or similar process shall be null and void. This
Section 8 shall not however prevent transfers by will or by the applicable laws
of descent and distribution.
Shares to be Reserved: The Company shall at all times during the term of the
Option reserve and keep available such number of shares of stock as will be
sufficient to satisfy the requirements of this Agreement.
Subscriber's Representations, Warranties and Covenants: The Subscriber
represents, warrants to and covenants with the Company as follows:
The Subscriber is purchasing the Securities solely for his or her own account,
for investment purposes only and not with an intent to divide its participation
with others, resell, or otherwise dispose of all or any part of such investment.
The Subscriber will be the beneficial owner of the Securities standing in the
Subscriber's name.
The Subscriber has been furnished with the sufficient written and oral
information about the Company to allow it to make an informed investment
decision prior to purchasing the Investment and has been furnished access to any
additional information that it may require.
The Subscriber is fully familiar with the business proposed to be conducted by
the Company and with the Company's use and proposed use of the proceeds from the
sale of Securities.
The Subscriber has adequate means of providing for its current needs and
contingencies and has no need for liquidity in its Investment.
The Subscriber has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the Investment.
The Subscriber is able to bear the economic risk of losing his or her entire
Investment
The Subscriber has a pre-existing relationship with the Company or a member of
its Board of Directors, which enables Subscribers to be aware of the character
and general business and financial circumstances of the Offerer and its
management.
The Subscriber is knowledgeable and has experience concerning investments of the
type represented by the Investment.
The Subscriber's overall financial commitment to investments that are not
readily marketable is not disproportionate to its net worth and the Investment
will not cause its overall commitment to be excessive.
The Subscriber acknowledges and is aware that; (i)
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, OR BY
STATE SECURITIES AGENCY, THAT THE SECURITIES ARE A SPECULATIVE INVESTMENT WHICH
INVOLVE MATERIAL RISK OR LOSS OF THE SUBSCRIBERS ENTIRE INVESTMENT, AND THERE
ARE SUBSTANTIAL RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES; (ii) the
securities will not be and the subscriber has no right to require that the
securities be registered under the Act or under the Securities laws of any state
or jurisdiction and there will be no public market for the Securities; (iii) it
may not be possible for the Subscriber to liquidate or transfer the Securities.
The Subscriber agrees to hold the Company, its agents, managers, and their
respective successors and assigns harmless and to indemnify them against all
liabilities, cost and expenses incurred by them as a result of any sale or
distribution by the Subscriber in violation of the Act or any state securities
laws. All representations, warranties and indemnities made by the Subscriber
with reference to the Act shall be deemed to be equally applicable in connection
with all applicable state and securities laws.
As set forth in Section 1 above, the Subscriber understands that the Securities
have not been registered under the Act, or under any state exempt from
registration. The Subscriber further acknowledges that the reliance on such
exemptions is in part based upon the foregoing representations, warranties and
covenants of the Subscriber.
Survival of Representations, Warranties, Covenants and Agreements: The
representations, warranties, covenants and agreements contained herein shall
survive the delivery of and the payment for the securities.
Notices: Any and all notices, designations, consents, offers, acceptances or
any other communication provided for herein shall be given in writing and shall
be either hand delivered or sent by recognized overnight express courier service
or by United States mail (registered or certified, return receipt requested) to
the parties at the following addresses: (i) if to Company, in care of its
President (or the President's delegate in the case of the President's absence,
Addressed to the Company's principal place of business and (ii) if to the
Subscriber, to the address appearing below or to such other address as may be
designated by the Subscriber in writing in accordance with this Section. Notice
shall be deemed effective upon receipt or within Three (3) days after deposit in
the United States mail (properly addressed with postage prepaid thereon),
whichever is earlier.
General Provisions: This Agreement shall be binding upon and shall insure the
benefit of the parties and their respective successors, assigns, executors and
administrators. This Agreement and the respective and obligations of the parties
may not be assigned by any party without the prior written consent of the other.
This Agreement represents the entire understanding and agreement between the
parties with respect to the subject matter hereof and cannot be amended,
supplemented or modified except by an instrument in writing signed by the party
against whom enforcement of any such amendment, supplement or modification is
sought. The failure of any provision of this Agreement shall not be construed to
be a waiver by such party of any succeeding breach of such provision or a waiver
by such party of any breach of any other provision.
Executed and acknowledged by the Subscriber as of
This ____ day of __________, 200
SUBSCRIBER:
Signature: _________________
Print Name: _______________
Address: __________________
__________________________
The foregoing subscription for Options to purchase
5,000,000 Shares of Common Stock of DataMEG
Corp., by Xxxxxx Xxxxxx is hereby accepted as of this
1st day of January, 2004
DATAMEG CORP.
By: __________________
Xxxxxx Xxxxxx, President
