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AGREEMENT
AGREEMENT made as of this 6th day of May, 1997 by and
between IGG International, Inc., a Nevada corporation with its
address at One Xxxxxxx Xxxxxx, Xxxxxxxx 000, Xxxxxxxxx, XX 00000
("IGGI") and Xxxxxxxxxxxx, LLC, a Massachusetts limited liability
company with its address at c/o Xxxxx Xxxxxxx, Esq., 11 Xxxxxx-
Oxford Road, Dudley, MA ("Xxxxxxxxxxxx").
WHEREAS, Xxxxxxxxxxxx is a consulting firm with expertise in
strategic planning, corporate finance and partnering which has
rendered consulting services to IGGI; and
WHEREAS, IGGI is willing to compensate Xxxxxxxxxxxx for past
services by the issuance of stock options, and to xxxxx
Xxxxxxxxxxxx additional stock options contingent upon the
achievement of certain milestones as set forth herein;
NOW, THEREFORE, in consideration of the foregoing, the
parties hereby agree as follows:
1. IGGI hereby agrees to issue to Xxxxxxxxxxxx, in
consideration of and as full compensation for all services
rendered and to be rendered by Xxxxxxxxxxxx to IGGI hereunder
(provided that Xxxxxxxxxxxx shall not be obligated to render any
such future services), options (the "Options") to purchase a
total of up to 160,000 shares of IGGI's Common Stock (the
"Shares"). Such shares shall be so-called "restricted" stock
under Rule 144 pursuant to the Securities Act of 1933, as
amended. The exercise price of the Options shall be $0.01 per
share. The Options shall expire ten years from the date hereof,
and shall contain such other standard terms and conditions as may
be contained in IGGI's other option agreements, a sample of which
is attached hereto.
Xxxxxxxxxxxx agrees that the Shares issuable upon the
exercise of the Options will be restricted such that no more than
10,000 Shares may be sold during any thirty-day period; provided,
that approximately 29,000 Shares which are being granted by
Xxxxxxxxxxxx to certain third parties, which are described on
Exhibit A, will be exempt from such restriction. Any
certificates evidencing Shares may bear a legend describing the
foregoing restrictions. IGGI will provide Xxxxxxxxxxxx a
separate agreement which incorporates the foregoing provisions of
this Paragraph 2 and Xxxxxxxxxxxx and IGGI agree to execute such
agreement.
3. Options to purchase a total of up to 120,000 Shares
shall be issued to Xxxxxxxxxxxx upon the execution and delivery
of this Agreement. Such options are fully vested and
irrevocable. The remainder of the Options (40,000 Shares) will
vest and become exercisable upon the occurrence of the following
conditions:
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(a) Financing. Options to purchase a total of up to
10,000 Shares shall be issued to Xxxxxxxxxxxx upon the closing of
a major financing by IGGI or any of its wholly-owned
subsidiaries. As used herein, a "major financing" shall be
defined as a debt or equity financing the gross proceeds to IGGI
of which are at least $5,000,000. In addition to the foregoing,
in the event that such major financing occurs as a result of the
involvement of Xxxx Xxxx, Xxxxxxxxxxxx will receive options to
purchase up to an additional 10,000 Shares (or a total of 20,000
Shares under this clause (a)).
(b) Partnering. Options to purchase 10,000 Shares
shall be issued to Xxxxxxxxxxxx upon the consummation by IGGI of
a major corporate partnering transaction. As used herein, a
"major corporate partnering transaction" shall be defined as a
joint venture or other corporate partnership transaction with a
corporate partner, which transaction is projected in good faith
by IGGI's Board of Directors to result in gross revenues
(including any related revenues such as equity, research and
development grants, etc.) to IGGI of at least $5,000,000 during a
period of not more than three years from the date of consummation
thereof.
(c) Public Offering. Options to purchase 10,000 Shares
shall be issued to Xxxxxxxxxxxx upon the closing by IGGI of an
underwritten public offering resulting in proceeds to IGGI of not
less than $20,000,000.
4. No adjustment shall be made in the number of options
issuable to Xxxxxxxxxxxx because of dilution resulting from the
additional Shares in connection with employment or consulting
contracts, raising capital, or any other reasons other than stock
splits or stock dividends. All options are irrevocable when
vested.
5. Xxxxxxxxxxxx shall not be entitled to any cash
compensation. Xxxxxxxxxxxx also expressly agrees that the
Options provided for in Paragraphs 1 through 3 shall constitute
Xxxxxxxxxxxx'x sole compensation for all services rendered by it
to IGGI, unless IGGI and Xxxxxxxxxxxx shall have separately
agreed in writing that any additional services shall be
separately and additionally compensated.
6. This agreement shall not be construed to constitute a
contract of employment, to create any continuing rights or
obligations beyond the term hereof, or to constitute the parties
as principal and agent, joint venturers or partners.
7. This agreement represents the entire agreement of the
parties with respect to the subject matter hereof, and supersedes
all prior or contemporaneous agreements or understandings,
written or oral.
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8. Each party fully and completely releases the other party
from and against any and all claims it may have as a result of
any claimed breaches of written or oral agreements or failure of
performance thereunder.
9. This agreement shall be governed by the laws of the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have hereunto set their
hands and seals as of the date first above written.
IGG International, Inc.
By:____________________________
Xxxxxxx X. Xxxxxx, President
Xxxxxxxxxxxx, LLC
By:____________________________
Xxxxxx Xxxxxxxx, Manager
