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EXHIBIT 6.12
PUT OPTION AGREEMENT, DATED AUGUST 14, 1996, BY AND
BETWEEN THE COMPANY AND XXXXXX XXXXXXXX
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PUT OPTION AGREEMENT
THIS PUT OPTION AGREEMENT (the "Agreement"), dated as of the 14th day
of August, 1996, by and between XXXXXX XXXXXXXX, an individual ("Xxxxxxxx") and
KCD HOLDINGS INCORPORATED, a Nevada corporation ("KCD").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Put Option.
KCD hereby grants to Xxxxxxxx a "Put Option" (the "Option") pursuant to
which Xxxxxxxx has the right to sell to KCD, upon Phillip's election, a total of
125,000 shares of KCD Common Stock (the "Shares") at $2.00 per Share (the
"Option Price"), subject to the terms and conditions set forth herein.
2. Option Exercise.
This Option may only be exercised by Xxxxxxxx upon 10 days prior
written notice ("Notice") to KCD, at any time commencing on or after October 17,
1996 and continuing up to and including April 17, 1997. The Notice shall specify
the number of Shares being surrendered by Xxxxxxxx and for which payment is
demanded pursuant to the Option.
3. Condition Precedent.
By executing this Agreement, Xxxxxxxx acknowledges and agrees that the
rights granted under the Option and KCD's obligation to purchase the Shares
hereunder are subject at all times to and conditioned upon KCD's ability to
comply with any applicable state law governing corporate
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distributions, including, but not limited to, Section 288 of the Nevada Business
Corporation Act and Section 500 et seq. of the California General Corporation
Law.
4. Termination.
This Option will expire at 5:00 p.m. (Pacific Standard Time) on April
17, 1997.
5. Rights as a Shareholder.
Prior to exercising the Option in its entirety, Xxxxxxxx shall have all
of the rights of a shareholder as to the Shares not yet surrendered for purchase
by KCD. Upon purchase of any of the Shares by KCD, Xxxxxxxx shall cease to have
the rights of and to be treated as a shareholder with respect to the Shares so
purchased.
6. Payment of the Purchase Price.
KCD shall have a period of fifteen (15) days from expiration of the 10
day period under the Notice requirement in Paragraph 2 in which to pay the
Option Price in full.
7. Notices.
All notices required or desired to be given hereunder shall be in
writing and shall be deemed properly given to a party if personally delivered,
mailed by certified mail, return receipt requested, or by overnight delivery
service to such party at the address set forth in this Agreement or to such
other address as shall be specified by notice duly given. Notices given by
overnight delivery service shall be deemed given on the date of delivery,
certified mail shall be deemed given three business days after the date of
mailing, and notices delivered in person shall be deemed given on the date of
delivery.
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8. Counterparts.
This Agreement may be executed in several counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.
9. Construction.
This Agreement shall be governed by, and construed in accordance with,
the local laws of the State of California.
10. Headings.
The headings are solely for the convenience of reference and shall be
given no effect in the construction or interpretation hereof and shall not
constitute, or be deemed to constitute, a part thereof.
11. California Corporate Securities Law.
THE GRANT OF THE OPTION WHICH IS THE SUBJECT OF THIS AGREEMENT
HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA AND THE ISSUANCE OF SUCH OPTION OR THE PAYMENT OR RECEIPT OF ANY PART
OF THE CONSIDERATION FOR SUCH OPTION PRIOR TO SUCH QUALIFICATION IS UNLAWFUL,
UNLESS THE GRANT OF THE OPTION IS EXEMPT FROM QUALIFICATION UNDER THE CALIFORNIA
GENERAL CORPORATION LAW. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE
EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE
ISSUANCE IS SO EXEMPT.
(SIGNATURES ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, KCD and Xxxxxxxx have executed this Agreement as of
the day and year first above written.
KCD HOLDINGS INCORPORATED
By: ________________________
Wellington Ewen, President
Address: 0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
XXXXXX XXXXXXXX
By: ________________________
Xxxxxx Xxxxxxxx
Address: 0000 Xxxxxxxx Xxxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
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