EXHIBIT 4.9
OPTION AGREEMENT
(NON-STATUTORY STOCK OPTION)
THIS AGREEMENT is made effective as of November 15, 1996, by and between
MYSTIQUE DEVELOPMENTS, INC. (the "Company") whose address is 0000 Xxxxx Xxxxx
Xxxxxx, Xxxxx X, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 and XXXX XXXXXXXX (the
"Optionee") whose address is 000 Xxxx 0000 Xxxxx, Xxxxx, Xxxx 00000.
RECITALS:
A. As of November 15,1996, the board of directors of the Company approved
an agreement for consulting services between the Company and Xxxx Xxxxxxxx,
effective as of October 1, 1996 (the "Consulting Agreement"), pursuant to which
Xx. Xxxxxxxx would be granted options to purchase Common Stock of the Company.
B. The Optionee is desirous of obtaining the non-statutory stock option on
the terms and conditions herein contained.
IT IS THEREFORE agreed by and between the parties, for and in consideration
of the premises and the mutual covenants herein contained and for other good and
valuable consideration, as follows:
1. OPTION GRANTED PURSUANT TO CONSULTING AGREEMENT. The Company hereby
confirms and acknowledges that it has granted to the Optionee an option to
purchase Twenty-Five Thousand (25,000) shares (the "Shares") of Common Stock of
the Company (the "Option") upon the terms and conditions herein set forth and
subject to the terms and conditions of the Consulting Agreement. The Option is
granted as a matter of separate agreement. The date of grant is November 15,
1996.
2. PURCHASE PRICE. The Purchase Price of the Shares which may be purchased
pursuant to the Option is $1.00 per share.
3. OPTION TERM. The Option shall continue for ten years after the date of
grant set forth in paragraph 1 unless sooner terminated or modified under the
provisions of this Agreement or the Consulting Agreement, and shall
automatically expire at 12:00 a.m. on the tenth anniversary of such date of
grant.
4. NUMBER OF SHARES UNDER OPTION. The Option is immediately vested, and may
be exercised by the Optionee to purchase all or a portion of the total number of
Shares specified in paragraph 1 at any time prior to the expiration or
termination of the Option.
5. TERMINATION OF CONSULTING AGREEMENT. If the Optionee does not fulfill
the terms of the Consulting Agreement, the Option shall terminate upon the
Company's notice of non-performance to the Optionee.
6. NOTICE OF EXERCISE. The Option may be exercised in whole or in part by
delivering to the Company written notice of exercise, together with payment in
full for the Shares being purchased upon such exercise.
7. ISSUANCE OF STOCK CERTIFICATES. The Company will, upon receipt of such
notice and payment, issue or cause to be issued to the Optionee (or to her
personal representative or other person entitled thereto) a stock certificate
for the number of Shares purchased thereby.
8. TAXES. The Optionee hereby agrees that she is responsible for payment of
the appropriate amount of federal, state and local taxes attributable to the
Optionee's exercise of the Option.
9. SECURITIES LAWS. Neither this Option nor the Shares have been registered
under the Securities Act of 1933, as amended (the "Act"), or under any blue sky
or other state securities laws. Optionee therefore represents and agrees that:
(i) the Option shall not be exercisable unless the purchase of Shares upon the
exercise of the Option is pursuant to an applicable effective registration
statement under the Act, or unless in the opinion of counsel for the Company,
the proposed purchase of such Shares would be exempt from the registration
requirements of the Act, and from the qualification requirements of any state
securities law; (ii) upon exercise of the Option, she will acquire the Shares
for her own account for investment and not with any intent or view to any
distribution, resale or other disposition of the Shares; (iii) she will not sell
or transfer the Shares, unless they are registered under the Act, except in a
transaction that is exempt from registration under the Act, and each certificate
issued to represent any of the Shares shall bear a legend calling attention to
the foregoing restrictions and agreements. The Company may require, as a
condition of the exercise of the Option, that the Optionee sign such further
representations and agreements as it reasonably determines to be necessary or
appropriate to assure and to evidence compliance with the requirements of the
Act.
10. NO RIGHTS IN SHARES UNTIL ISSUED. The Optionee shall have no rights as
a stockholder with respect to the Shares which may be purchased pursuant to the
Option until such Shares are issued to the Optionee.
11. GOVERNING LAW. THIS AGREEMENT IS ENTERED INTO AND SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.
12. AMENDMENT. The terms and conditions contained in the Consulting
Agreement, and as it may be amended from time to time hereafter, are
incorporated into and
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made a part of this Agreement by reference, as if the same were set forth herein
in full, and all provisions of the Option are made subject to any and all terms
of the Consulting Agreement.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures in
acknowledgment and acceptance of the above terms and conditions on the date
first above mentioned.
MYSTIQUE DEVELOPMENTS, INC.
By: /s/ Xxx X. Xxxxxx
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Title: President
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OPTIONEE
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
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