OPTION AGREEMENT
This Option Agreement is made and entered into this 2nd day of July, 2001, (the
"Effective Date"), by and between New Xxxxxx, Inc., a company duly organized and
existing under the laws of the State of Nevada, United States (the "Company")
and Xx. Xxxxx Xxxxxxx (the "Optionee"). The Company and the Optionee are
hereinafter collectively referred to as "Parties" and individually as a "Party".
WHEREAS, the Optionee renders certain valuable services to the Company;
WHEREAS, as consideration for the services rendered by the Optionee, the Company
has agreed to provide the Optionee with an option to purchase Company's stock on
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of mutual covenants and agreements contained in
this Agreement the Parties have agreed as follows:
1. Grant of Option. The Company hereby grants to the Optionee an option to
purchase Three Hundred Eighty Two Thousand Fifty Two (382,052) shares of common
stock to be issued by the Company each having par value of US $0.001 (the
"Shares").
2. Option Term. The Optionee has the right to exercise the option to
purchase the Shares within five (5) years of the Effective Date hereof.
3. Option Price. The price of the Shares shall be equal two and a half
percent (2.5%) of the Company's capitalization on the date of the purchase, but
not exceed two hundred fifty thousand US Dollars (US $250,000) (the "Purchase
Price").
4. Consideration. As total consideration for the option to purchase
Company's stock the Optionee has agreed to provide services to the Company as
may be requested by the Company from time to time.
5. Procedure to Exercise the Option.
5.1 Within the period set forth in Section 2 hereof the Optionee has the
right to submit to the Company a written notice of its intention to purchase the
Shares on terms and conditions set forth herein.
5.2 Within ten (10) days after receipt of the notic the Company shall (i)
take all the necessary corporate actions to approve the issue of the Shares by
the Company; (ii) enter into the sale purchase agreement with the Optionee; and
(iii) issue, sell, convey, transfer, and deliver the Shares to the Optionee.
6. Liquidated Damages. The failure of the Company to fulfil its obligations
under Section 5.2 hereof shall constitute a material breach of this Agreement.
Since the real damages caused to the Optionee by such failure shall be difficult
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to calculate the Parties hereby agree that in the event of such material breach
of this Agreement, the Company shall pay to the Optionee the liquidated damages
in the amount of two hundred fifty thousand US Dollars (US $250,000).
7. General Provisions
7.1 Entire Agreement. This Agreement (including the exhibits hereto and any
written amendments hereof executed by the parties) constitutes the entire
Agreement and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter hereof.
7.2 Amendment. This Agreement may only be amended b the written consent of
all of the Parties hereto at the time of such amendment.
7.3 Severability. In the event that any of the provisions, or portions
thereof, or this Agreement are held to be unenforceable or invalid by any court
of competent jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, shall not be affected thereby.
7.4 Assignment. Neither Party can assign or transfe its rights and
obligations under this Agreement without prior written consent of the other
Party, which consent cannot be unreasonably withheld.
7.5 Notices. All notices required to be given hereunder shall be given by
personally delivering such notice or by mailing it, via certified mail, to the
other Party at the following addresses:
If to the Company:
000 Xxxxx Xxxxxxxxx Xxx.
Xxx Xxxxxxx, XX 00000
Phone (000) 000-0000
Fax (000) 000-0000
If to the Optionee:
The above addresses may only be changed by giving written notice of such change
of address, via certified mail, to the other Party.
7.6 Governing Law. This agreement, and all transactions contemplated
hereby, shall be governed by, construed and enforced in accordance with the laws
of State of Nevada, USA.
7.7 Arbitration. Any controversy arising out of thi Agreement or its breach
shall be settled by Nevada courts.
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7.8 Adequate Consideration. The Parties each acknowledge that they have
received adequate consideration for agreeing to enter into this Agreement.
IN WITNESS WHEREOF each Party has caused its duly authorized representative to
sign this instrument on the date first written above.
New Xxxxxx, Inc. Xx. Xxxxx Xxxxxxx
Evgeny Afineevsky
President & CEO
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