EXHIBIT 2(2)
MEMORANDUM OF AGREEMENT
made as of the Date day of , 1999
BETWEEN: NEURO-BIOTECH CORPORATION
a corporation organized under
the laws of Ontario,
(hereinafter called the "Optionor")
OF THE FIRST PART,
AND: NAME, Director of Neuro-Biotech Corporation
of the City of
in the Province of
(hereinafter called the "Optionee")
OF THE SECOND PART.
WHEREAS the Optionee, is either a director, officer, employee or
service provider of the Optionor; and
WHEREAS the Board of Directors of the Optionor has determined that the
granting of an option to the Optionee to purchase up to authorized and unissued
common shares as presently constituted of the Optionor (the "Optioned Shares"),
on the terms and conditions set forth below, is in the best interests of the
Optionor and its security holders;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of these
premises and of the sum of $10.00 (Cdn.) paid by the Optionee to the Optionor
and for other good and valuable consideration (the receipt and sufficiency of
which is hereby acknowledge), it is hereby agreed by and between the parties
hereto as follows:
1. GRANT OF OPTION
1.1 Subject to the receipt of any required shareholder or
regulatory approvals, the Optionor hereby grants to the
Optionee, on the terms and conditions hereinafter set forth,
an irrevocable option (the "Option") to purchase at any time
or from time to time during the period hereinafter referred to
and subject to the provisions of section 2.1, all or any part
of authorized and unissued Shares of the Optionor (the said
Shares being hereinafter called the "Optioned Shares") for a
purchase price of $ (Cdn.) per Optioned Share.
NEURO-BIOTECH CORPORATION
2. EXERCISE OF OPTION
2.1 The Optionee shall have the right to exercise the Option at
any time or from time to time with respect to all or any of
the Optioned Shares during the period commencing the date of
this Agreement thereafter prior to , at 4:00 p.m. or as such
earlier time as may be determined in accordance with Section
2.3, 2.4, 2.5 and Article 4 (the "Expiry Time") and at the
Expiry Date the Option shall expire and terminate as to such
of the Optioned Shares in respect of which the Option has not
been exercised.
2.2 Subject to the provisions of Article 1 and section 2.1, the
Optionee shall have the right to exercise the Option at any
time or from time to time with respect to all or any part of
the Optioned Shares. No written notice of the Optionee
electing to exercise the Option in whole or in part shall be
necessary, but, payment by or on behalf of the Optionee by
certified cheque or bank draft payable to or to the order of
the Corporation at the said price of $ (Cdn.) per Optioned
Share in respect of so many of the Optioned Shares as the
Optionee shall from time to time determine to take up and
purchase, shall be an exercise PRO TANTO of the Option hereby
granted.
Upon each such exercise of the Option, the Optionor shall
cause the Corporation's registrar and transfer agent to
deliver forthwith to the Optionee, a definitive certificate or
certificates registered in the name of the Optionee, or as the
Optionee may otherwise direct in writing, representing in the
aggregate such number of the Optioned Shares as the Optionee
shall have then paid for.
2.3 In the event of the death of the Optionee on or prior to the
Expiry Date, provided that at the time of such death the
Optionee was either a director, officer, employee or service
provider of the Optionor, the Option may be exercised as to
all or any of the Optioned Shares in respect of which the
Optionee would have been entitled to exercise the Option
hereunder at the time of his or her death, as if he or she had
survived, by the legal representatives of the Optionee at any
time up to and including, but not after, that date which is 90
days following the date of the death of the Optionee or prior
to the close of business on the Expiry Date, whichever is
earlier.
2.4 In the event the Optionee is discharged with cause or tenders
his or her resignation as an employee or officer of the
Optionor prior the Expiry Date, the Option and this Agreement
shall in all respects forthwith cease and terminate and be of
no further force or effect whatsoever as to such of the
Optioned Shares in respect of which the Option had not
previously been exercised, upon notice of such resignation
being received by the Optionor, or upon notice of such
discharge being given by the Optionor to the Optionee. For the
purpose of this agreement, the determination by the Optionor
shall be binding upon the Optionee.
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NEURO-BIOTECH CORPORATION
2.5 In the event of the termination of employment of the Optionee
(either as an employee or officer) by the Optionor other than
in the circumstances referred to in Sections 2.3 or 2.4 above
or the Optionee ceases to be a director or service provider of
the Optionor, the Optionee may exercise the Option to the
extent that the Optionee was entitled to do so at the time of
such termination of employment at any time up to and
including, but not after, that date which is 30 days following
such date, or prior to the close of business on the Expiry
Date, whichever is earlier. Notwithstanding the foregoing,
this Section 2.5 is not applicable to the termination of
employment of the Optionee if the Optionee was, at the time of
termination, a director of the Optionor.
3. TERMINATION OF OPTION BY OPTIONEE
3.1 Notwithstanding anything herein provided, the Optionee may at
any time, in its sole discretion, terminate the Option by
notice in writing mailed by first class registered mail,
postage prepaid, addressed to, or by notice in writing
delivered to, the Optionor at its registered head office or
sent by telecopy of any such notice in writing, and
notwithstanding that any such notice in writing may not have
been received by the Optionee, the Option shall forthwith
expire and terminate as to such of the Optioned Shares in
respect of which the Option has not been exercised.
4. OPTIONEE NOT REQUIRED TO EXERCISE THE OPTION
4.1 Nothing herein contained or done pursuant hereto shall
obligate the Optionee to purchase and/or pay for, or the
Optionor to issue, any Optioned Shares except those Optioned
Shares in respect of which the Optionee shall exercised its
Option to purchase hereunder in the manner hereinbefore
provided.
5. CHANGE OF SHARES
5.1 In the event of any subdivision or change of the Shares of the
Optionor at any time prior to the Expiry Time into a greater
number of Shares, the Optionor shall deliver, in connection
with any issue of Optioned Shares occurring after the record
date of the subdivision or change, such additional number of
Shares as would have resulted from such subdivision or change
if such issue of Optioned Shares had been prior to the record
date of such subdivision or change.
5.2 In the event of any consolidation or change of the Shares of
the Optionor at any time prior to the Expiry Time into a
lesser number of Shares, the number of Shares delivered by the
Optionor on any exercise thereafter of the Option shall be
reduced to such number of Shares as would have resulted from
such consolidation or change if such exercise of the Option
hereby granted had been prior to the record date of such
consolidation or change.
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NEURO-BIOTECH CORPORATION
5.3 In the event of any reclassification of the shares of the
Optionor at any time up to the Expiry Time, the number and
class of shares deliverable by the Optionor on any exercise
thereafter of the Option hereby granted shall be the number
and class of shares as would have resulted from such
reclassification if the Option hereby granted had been
exercised prior to the date of such reclassification.
6. DIVIDENDS, DISTRIBUTIONS, ETC.
6.1 If the Optionor shall at any time prior to the Expiry Time pay
any dividend or make any distribution (whether or not payable
in shares or other securities of the Optionor), or make any
payment by way of return of capital on or in respect of the
Shares, the Optionee shall be entitled to receive upon any
exercise thereafter of the Option (in addition to the number
of Optioned Shares that the Optionee otherwise would have been
entitled to receive on the exercise of the Option) such
additional number of shares or other securities of the
appropriate class of the Optionor or such capital payment as
would have been payable on the Shares that would have been
issuable on such exercise of the Option if they had been
outstanding on the record date for payment of such dividend or
distribution or capital payment, and the Optionor covenants
and agrees that in the event of the payment of any dividend or
distribution payable in any shares or other securities of the
Optionor as aforesaid it will reserve and set aside a
sufficient number of shares or other securities of the
appropriate class in which any such dividend or distribution
shall be payable to enable it to fulfil its obligations
hereunder.
7. RESERVATION OF OPTIONED SHARES
7.1 The Optionor covenants that it has duly reserved, set aside
and allotted the Optioned Shares to and in favour of the
Optionee, its successors and assigns, and that upon the
exercise of the Option in accordance with the terms hereof and
payment of the said price as aforesaid, the Optioned Shares in
respect of which the Optionee shall have duly taken up and
paid for hereunder shall be duly issued and outstanding as
fully paid and non-assessable.
8. GENERAL
8.1 Any notice required or permitted to be given to a party hereto
to the other shall be in writing and addressed:
To the Optionor: Neuro-Biotech Corporation
0000, Xxxxx xx x'Xxxxxx, Xxxxx 000
Xxxxxx-Xxx, Xxxxxx, X0X 0X0
Attention: Xxxxxx Xxxxxxxx, President &CEO
To the Optionee:
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NEURO-BIOTECH CORPORATION
and if delivered to an officer of the Company shall be deemed
to have been received when delivered to such officer. If
notice is given by telecopy, it shall be deemed to have been
received twelve hours after such telecopying. Any notice given
by telecopy will be confirmed by written notice. Either party
hereto may change its address for notice at any time by giving
notice to the other party pursuant to the provisions of this
Section.
8.2 Time shall be of the essence of this agreement.
8.3 The Optionee represents and warrants to the Optionor, as a
continuing representation and warranty that shall be true and
correct on the date hereof and on each date that the Optionee
exercises the Option as if made and given on and as of each
such date, that the Optionee is acquiring the Option and will
acquire the Optioned Shares purchased by it upon any exercise
of the Option as principal.
8.4 The Optionor and the Optionee severally covenant and agree to
use their respective reasonable best efforts to comply with,
satisfy and fulfil promptly ail conditions and requirements
imposed by or arising out of legal, regulatory and
administrative requirements applicable to the grant of the
Option hereunder and to issue of Shares on the exercise of the
Option.
8.5 This agreement is non-assignable.
8.6 This agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein.
8.7 This agreement may be executed by the parties in counterparts
and when so executed such counterparts shall constitute a
single agreement.
IN WITNESS WHEREOF this agreement has been executed by the
parties hereto as of the date first above written.
SIGNED, SEALED & DELIVERED ) Optionor
In the presence of: ) NEURO-BIOTECH CORPORATION
)
) Per:______________________________
) A.S.O.
)
) Optionee
)
_____________________________ ) __________________________________
Witness
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NEURO-BIOTECH CORPORATION
NOTICE OF EXERCISE OF OPTIONS
TO PURCHASE COMMON SHARES OF
NEURO-BIOTECH CORPORATION
PURSUANT TO A STOCK OPTION PLAN
Exercise price for each of the Optioned Shares: $________________
Expiry Date: _________________
Number of Options granted: _________________
Number of Options exercised under this notice: _________________
Balance of unexercised Options: _________________
SUBSCRIPTION FUNDS SUBMITTED:
($ x number of Options exercised)$ $ Cdn
================
Dated this day of , 2000.
NEURO-BIOTECH CORPORATION
Per:_________________________
A.S.O.
Purchaser:
_______________________________ Per:_________________________
A.S.O.
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