EXHIBIT 10.21
OPTION AGREEMENT
THIS AGREEMENT ("Agreement") made as of this 22nd day of May, 1998 by and
between CORGENIX MEDICAL CORPORATION ("Optioner"), a Nevada corporation with
principal offices at 00000 Xxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000 and TransGlobal
Financial Corporation ("Optionee"), a Florida corporation with principal offices
located at 00000 X.X. Xxxxxxx 0, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000.
W I T N E S S E T H
WHEREAS, Optioner and Optionee deem it to be in their best interest for the
Optioner to grant to Optionee an exclusive right and option to purchase and
acquire, or facilitate the sale of, in its sole discretion, an aggregate of One
Million (1,000,000) shares of the Company's 5% Series A Convertible Preferred
Stock and Warrants to purchase an aggregate of One Million (1,000,000) shares of
the Company's Common Stock, for an aggregate purchase price of One Million
United States Dollars ($1,000,000) (the "Purchase Price"). The Series A
Preferred Stock and Warrants are collectively referred to as the "Units".
NOW, THEREFORE, in consideration of the mutual covenants and provisions
contained herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, Optioner and Optionee hereby agree as follows:
1. The Optioner grants to Optionee the exclusive option to purchase and
acquire, or facilitate the sale of, the Units, exercisable by written notice to
Optioner on or prior to the expiration of a period of ninety (90) days from and
after the date of an order from the Securities and Exchange Commission ("SEC")
declaring effective a registration statement covering the Units and the shares
of Common Stock issuable upon exercise of the Warrants ("Underlying Shares").
2. The purchase price payable by Optionee in the event Optioner purchases
the Units shall be equal to the Purchase Price.
3. In the event Optionee exercises the Option described in paragraph 1 of
this Agreement, the closing of this transaction shall occur within ten (10) days
of the date of the written notice of exercise described in paragraph 1 of this
Agreement. at the offices of Optioner in Westminster, Colorado.
4. In the event Optionee exercises the Option described in paragraph 1 of
this Agreement, the purchase and sale of the Units shall be effected upon the
terms and conditions, including the representations and warranties, covenants
and remedies, contained in the Offshore Securities Purchase Agreement attached
as Exhibit A to this Agreement, mutatis mutandis, to the extent that the Units
shall have been registered with the SEC rather than being sold pursuant to
Regulation S promulgated under the Securities Act of 1933, as amended.
5. Optioner agrees that it will, upon the demand of Optionee, execute or
cause to be executed such assignments, agreements, undertakings or contracts as
may be reasonably requested by Optionee for the purpose of carrying out the
purposes and provisions of this Agreement.
6. Optionee shall have no obligation to exercise its option under this
Agreement.
7. Optioner and Optionee agree that prior to the expiration of this
Agreement, Optioner will take no action to alter Optioner's Certificate of
Designations of Preferences of Series A 5% Convertible, Preferred Stock filed
May 14, 1998, without Optionee's prior written consent.
8. (a) Optionee shall have the right to assign this Agreement and the
rights under this Agreement, in whole or in part, to any other party without the
consent of Optioner.
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(b) Optioner shall have no right to assign, sell, transfer, pledge or
otherwise dispose of the Units; any other securities of the Optioner; and/or
Optioner's obligations under this Agreement without the prior written consent of
the Optionee.
(c) This Agreement supersedes all prior agreements and understandings
between the parties relating to the subject matter hereto and may not be changed
or terminated orally unless in writing and signed by the party to be charged.
(d) Governing Law. This Agreement shall be governed by the laws of the
State of Florida.
IN WITNESS WHEREOF , Optioner and Optionee have executed this Agreement on
the date first above written.
CORGENIX MEDICAL CORPORATION
/S/ XXXXXXXX XXXXXXX
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(Optioner)
Xxxxxxxx Xxxxxxx, President
TRANSGLOBAL FINANCIAL CORPORATION
/S/ XXXX X. MUSTAFOGLU
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(Optionee)
Xxxx X. Mustafoglu, President
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