STOCK OPTION AGREEMENT
Exhibit
99(xii)
STOCK
OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
7th
day of
June 2006 by Nexia Holdings, Inc. (the "Company") to Xxxxxxx Xxxxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
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A.
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The
Company has received valuable services from Optionee in the past
and
desires to compensate Optionee for these services by issuing Optionee
an
option (the "Option") to purchase a total of Fifty Million (50,000,000),
shares of the Company's common stock, par value $0.001, the options
will
have a floating option price set at 75% of the market price at the
time of
exercise. The options and shares issued subject to the options shall
be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
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GRANT
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1.
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Grant
of Options.
The Company hereby grants Optionee the right and option ("Option")
to
purchase the above described Fifty Million (50,000,000) shares of
Common
Stock, on the terms and conditions set forth herein and subject to
the
provisions of the Form S-8 registration statement in exchange for
services
provided by Employee to the Company, the options shall vest immediately
upon the exercise hereof.
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2.
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Term
of Option.
This Option may be exercised, in whole or in part, at any time within
1
year from the grant date above. All rights to exercise this option
end
with the termination of employment with the Company, for any reason
and by
any party.
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3.
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Method
of Exercising.
This Option may be exercised in accordance with all the terms and
conditions set forth in this Option and the Stock Option Plan, by
delivery
of a notice of exercise a form of which is attached hereto as Exhibit
"A"
and incorporated herein by this reference, setting forth the number
of
Options along with a signed letter indicating that the specified
exercise
price shall be paid within 10 days of the sale or as otherwise specified
at the time of exercise.
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4.
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Optionee
Not an Affiliate.
Optionee hereby represents, warrants and covenants that he is not
an
affiliate of the Company as that term is defined in Rule 144(a)(1)
under
the Securities Act of 1933.
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5.
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Availability
of Shares.
During the term of this Option, the Company shall reserve for issuance
the
number of shares of Common Stock required to satisfy this
Option.
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6.
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Adjustments
to Number of Shares.
The number of shares of Common Stock subject to this Option shall
be
adjusted to take into account any stock splits, stock dividends,
recapitalization of the Common Stock as provided in the Stock Option
Plan.
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7.
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Limitation
on Exercise.
If the board of directors of the Company, in its sole discretion,
shall
determine that it is necessary or desirable to list, register, or
qualify
the Common Stock under any state or federal law, this Option may
not be
exercised, in whole or part, until such listing, registration, or
qualification shall have been obtained free of any conditions not
acceptable to the board of
directors.
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8.
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Restrictions
on Transfer.
The Option has not been registered under the Securities Act of 1933,
as
amended (the "Securities Act"), or any state securities statutes.
The
shares of Common Stock issuable on exercise of the Option will be
qualified for registration under a Form S-8 Registration Statement
filed
with the Securities and Exchange Commission.
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9.
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Record
Owner.
The Company may deem the Optionee as the absolute owner of this Option
for
all purposes. This Option is exercisable only by the Optionee, or
by the
Optionee's duly designated appointed representative. This Option
is not
assignable.
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10.
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Shareholder's
Rights.
The Optionee shall have shareholder rights with respect to the Option
shares only when Optionee has exercised this Option to purchase those
shares and provided the Company with the letter of instruction specified
in Section 4 of this Option.
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11.
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Validity
and Construction.
The validity and construction of this Agreement shall be governed
by the
laws of the State of Utah.
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IN
WITNESS WHEREOF,
the
below signatures evidence the execution of this Option by the parties on the
date first appearing herein.
OPTIONEE Nexia
Holdings, Inc.
/s/
Xxxxxxx
Xxxxxxxxx
/s/
Xxxxxxx Xxxxxx
Xxxxxxx
Xxxxxxxxx, Optionee Xxxxxxx
Xxxxxx, President
