INCENTIVE SHARE PURCHASE OPTION AGREEMENT
THIS
AGREEMENT made as of the 1st day
of June, 2011.
BETWEEN:
KOKOMO
ENTEPRISES INC.,
a company
duly incorporated under the laws of the Province
of British Columbia, having its head
office at
Suite 1000, 0000 Xxxx Xxxxxxxx
Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
X0X 0X0
(hereinafter called the
"Company")
OF THE FIRST PART
AND:
CEIBA NETWORK
UG
Xx
Xxxxxxx 00,
00000
Xxxxxx,
Xxxxxxx
(hereinafter called the "Optionee" or
“Consultant”)
OF THE SECOND PART
WHEREAS
the Optionee is providing IR services in Germany to the Company and requires as
a condition of providing its services to the Company that the parties enter into
this Incentive Share Purchase Option Agreement on the terms and conditions
hereinafter set forth:
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and of the covenants and agreements herein contained, the parties hereto
covenant and agree as follows:
1. The
Optionee shall have and be entitled to and the Company hereby grants to the
Optionee an Option (the "Option") to purchase all or any portion of 120,000
fully paid common shares of the Company from its treasury at the price of $0.15
per share up to and including June 1, 2012. Any shares issued pursuant to this
Incentive Share Purchase Option Agreement are subject to a hold period expiring
October 2, 2011.
2. The
right to take up shares pursuant to the Option is exercisable by notice in
writing to the Company accompanied by a certified cheque in favour of the
Company for the full amount of the purchase price of the shares then being
purchased. When such payment is received, the Company covenants and
agrees to issue and deliver to the Optionee share certificates in his or her
name for the number of shares so purchased.
3. This
is an Option Agreement only and does not impose upon the Optionee any obligation
to take up and pay for any of the shares under option.
4. The
Option herein granted shall not be assignable or transferable by the Optionee
otherwise than by will or the law of intestacy and the Option may be exercised
during the time herein provided only by the Optionee himself or
herself.
5. If
the Optionee should die prior to the expiry of the Option herein granted and
while he or she is a Consultant of the Company, the said Option may then be
exercised by his or her legal heirs or personal representatives within one year
after his or her death to the same extent as if the Optionee were alive and a
Consultant of the Company, but only for such shares as he or she was entitled to
at the date of his or her death.
6. The
provisions of this Agreement and any amendments thereto and the exercise of the
rights herein before granted to the Optionee are subject to the approval of the
relevant and applicable regulatory authorities.
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7. Shareholder
approval shall be obtained prior to the exercise of the Option herein granted to
the Optionee in the event the Optionee wishes to exercise the said Option (such
approval has been obtained at the Company’s latest annual general
meeting).
8. Shareholder
approval shall be obtained in respect of amendments to the Agreement. (such
approval has been obtained at the Company’s latest annual general
meeting).
9. In
the event of any subdivision, consolidation or other change in the share capital
of the Company while any portion of the Option hereby granted is outstanding,
the number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company.
10. The
Company hereby covenants and agrees to and with the Optionee that it will
reserve in its treasury sufficient shares to permit the issuance and allotment
of shares to the Optionee in the event he or she exercises the Option herein
granted.
11. Time
shall be of the essence of the Agreement.
12. This
Agreement constitutes the entire agreement between the Company and the Optionee
and supersedes all prior agreements and undertakings, whether oral or written,
relative to the subject matter thereof.
IN WITNESS WHEREOF the parties
have hereunto caused these presents to be executed as of the day and year first
written above.
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The
corporate seal of KOKOMO ENTERPRISES INC.
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C/S
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SIGNED,
SEALED AND DELIVERED
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CEIBA NETWORK UG in the presence of
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CEIBA
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