EXHIBIT 10.17
GLOBAL REALTY MANAGEMENT GROUP, INC.
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BONUS STOCK ISSUANCE AND OPTION AGREEMENT
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THIS AGREEMENT (this "Agreement") is entered into as of April 1, 2002
(the "Date of Grant"), by and between GLOBAL REALTY MANAGEMENT GROUP, INC., a
Florida corporation (the "Company" or "Optionor"), and XXXXXXX X. XXXXXX
("Xxxxxx" or the "Optionee").
RECITALS
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A. The Optionor and Optionee have agreed that the Optionee will have
the right to purchase a total of 100,000 shares of common stock of Global Realty
Management Group, Inc. ("Global Realty") from the Optionor as set forth below.
In addition, the Company has agreed to issue 25,000 shares of common stock to
Xxxxxx as a bonus.
B. The grant of the Option evidenced by this Agreement has been
bargained for by Optionee and the Optionor.
AGREEMENT
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NOW, THEREFORE, the parties hereto, for good and sufficient
consideration the receipt of which is hereby acknowledged, and intending to be
legally bound, do hereby agree as follows:
1. GRANT OF OPTION AND STOCK ISSUANCE. Optionor hereby grants Optionee an option
(the "Option") to purchase a total of 100,000 shares of Global Realty common
stock ("Option Shares") for a total purchase price of $100,000 subject to the
terms and conditions set forth herein. In addition, the Company has agreed to
and will issue an additional 25,000 shares of Global Realty Common Stock to
Xxxxxx as a bonus ("Bonus Shares").
1.1 METHOD OF EXERCISE. The Option shall be exercisable by Optionee by
giving written notice to the Company of the election to purchase the Option
Shares, such notice to be accompanied by such other executed instruments or
documents as may be required by the Company pursuant to this Agreement, and
unless otherwise directed by the Company, Optionee shall at the time of such
exercise tender the purchase price for the Option Shares.
1.2 PAYMENT OF PURCHASE PRICE. At the time of Optionee's notice of
exercise of the Option, Optionee shall tender in cash or by certified or bank
cashier's check payable to the Company, the purchase price for the Option
Shares.
2. VESTING OF OPTION; REGISTRATION OF SHARES.
2.1 VESTING. Optionee shall have the Option to purchase all of the
Option Shares immediately upon the filing of an S-8 Registration Statement filed
by the Company with the SEC as set forth in Section 2.2. The Option must be
exercised by April 1, 2007.
2.2 REGISTRATION STATEMENT. The Company shall cause the issuance of the
Bonus Shares and the Option Shares to be registered under the Securities Act of
1933 as amended by filing a Form S-8 Registration Statement covering the Bonus
Shares and the Option Shares. Optionee shall take any action reasonably
requested by the Company in connection with registration or qualification of the
Bonus Shares and the Option Shares under federal or state securities laws.
3. NON-TRANSFERABILITY OF OPTION; DEATH. The Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee. In the event
of death of Optionee during the term of this Option, the Option may be exercised
at any time prior to the date of expiration of the term of this Option, by
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
had accrued at the date of death. The terms of this Option shall be binding upon
the executors, administrators, heirs and successors of the Optionee and upon any
successor by operation of law to Optionors.
4. GENERAL PROVISIONS.
4.1 AMENDMENTS; WAIVERS. This Agreement may be amended only by
agreement in writing of all parties. No waiver of any provision nor consent to
any exception to the terms of this Agreement shall be effective unless in
writing and signed by the party to be bound and then only to the specific
purpose, extent and instance so provided.
4.2 ENTIRE AGREEMENT. This Agreement, together with its exhibit,
constitutes the entire agreement among the parties pertaining to the subject
matter hereof and supersedes all prior agreements and understandings of the
parties in connection therewith.
4.3 GOVERNING LAW. This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and performed in such State.
4.4 ATTORNEYS' FEES. Should any action or proceeding be brought to
construe or enforce the terms and conditions of this Agreement or the rights of
the parties hereunder, the losing party shall pay to the prevailing party all
court costs and reasonable attorneys' fees and costs (at the prevailing party's
attorneys then current rates) incurred in such action or proceeding. A party
that voluntarily dismisses an action or proceeding shall be considered a losing
party for purposes of this provision. Attorneys' fees incurred in enforcing any
judgment in respect of this Agreement are recoverable as a separate item. The
preceding sentence is intended to be severable from the other provisions of this
Agreement and to survive any judgment and, to the maximum extent permitted by
law, shall not be deemed merged into any such judgment.
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4.5 RECEIPT OF AGREEMENT. Each of the parties hereto acknowledges
that he has read this Agreement in its entirety and does hereby acknowledge
receipt of a fully executed copy thereof. A fully executed copy shall be an
original for all purposes, and is a duplicate original.
4.6 NOTICES. Any written notice required or permitted to be given shall
be deemed delivered either when personally delivered or when mailed, registered
or certified, postage prepaid with return receipt requested, if to Optionee,
addressed to Optionee at the last residence address of Optionee as provided by
him to the Optionee from time to time, and if to the Optionor, addressed to
Optionee at the last residence address of Optionee as provided by him to the
Optionor from time to time.
4.7 SEVERABILITY. If any provision of this Agreement is determined to
be invalid, illegal or unenforceable by any governmental entity, the remaining
provisions of this Agreement to the extent permitted by law shall remain in full
force and effect
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
ATTEST: GLOBAL REALTY
MANAGEMENT GROUP, INC.
_________________ By:________________________
WITNESS:
/S/ XXXXXXX X. XXXXXX
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XXXXXXX X. XXXXXX
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