OPTION AGREEMENT
THIS AGREEMENT is dated as of the 24th day of June, 1999.
BETWEEN:
Xxxxx Xxxxxx,
of 12 Xxxxx Place in Ottawa in the province of Ontario
(hereinafter referred to as the "Optionee")
AND:
X-Xxxxxxx.xxx Inc.,
a corporation incorporated under the laws of Canada
(hereinafter referred to as the "Optionor")
WHEREAS:
The Optionor desires to grant to the Optionee an Option to purchase Shares on
the terms and conditions set out herein.
NOW THEREFORE in consideration of the premises and the mutual covenants
herein and other good and valuable consideration (the receipt and sufficiency of
which is hereby acknowledged by each of the parties) the parties hereto covenant
and agree as follows:
1. DEFINITIONS
In this Agreement and the recitals hereto, unless the context otherwise
requires, the following words and expressions shall have the following
meanings:
(a) "Agreement", "hereto", "herein", "hereof", "hereunder" and
similar expressions refer to this Option Agreement and not any
particular paragraph or any particular portion of this agreement;
(b) "Option" means the option granted to the Optionee under Section
2.1;
(c) "Option Notice" means a notice given by the Optionee to the
Optionor indicating that the Optionee is exercising the Option in
whole or in part;
(d) "Option Price" means $ 0.50 per Optioned Share purchased by the
Optionee under this Agreement;
(e) "Optioned Shares" means 100,000 Shares;
(f) "Shares" means the Class D special shares of the Optionor as
currently constituted; and
(g) "Termination Date" means June 24, 2001 .
2. OPTION
2.1 The Optionor hereby grants to the Optionee an irrevocable
option (the "Option") to purchase the Optioned Shares at the
Option Price, subject to the terms and provisions of this
Agreement.
2.2 The Option may be exercised in whole or in part at any time
and from time to time up to and including the Termination Date
in respect of the Optioned Shares at the Option Price. The
Option may be exercised by the Optionee giving to the Optionor
an Option Notice accompanied by a certified cheque or bank
draft representing the Option Price in respect of the Optioned
Shares for which the Option is being exercised.
2.3 If the Shares are changed by way of being classified or
reclassified, subdivided, consolidated or converted into a
different number or class of shares or otherwise,
or if the Optionor amalgamates, the Option Price and the type
of security to be delivered to the Optionee upon exercise of
the Option in whole or in part shall be adjusted
accordingly, in all cases so that the Optionee shall receive
the same number and type of securities as would have
resulted from such change if the Option or the remaining
part thereof had been exercised before the date of the
change.
2.4 The Optionor hereby represents and warrants that all necessary
corporate action has been taken to permit some or all of the
Optioned Shares to be validly issued to the Optionee and
recorded on the books of the Optionor in the name of the
Optionee or its nominee upon exercise of the Option in whole
or in part in accordance with the terms and conditions of this
Agreement.
2.5 The Optionor will, at all times prior to the Termination Date,
reserve and keep available such number of its Shares as will
be sufficient to satisfy the requirements of this Agreement.
2.6 The Optionor acknowledges that the grant of the Option and/or
the issue of Shares hereunder may be subject to regulatory
authority.
3. GENERAL
3.1 Sections and Headings
The division of this Agreement into Articles and Sections and the
insertion of headings are for the convenience of reference only and
shall not affect the construction or interpretation of this Agreement.
3.2 Time Periods
When calculating the period of time within which or following which any
act is to be done or step taken pursuant to this Agreement, the date
which is the reference date in calculating such period shall be
excluded.
3.3 Extended Meanings
Words importing the singular number only shall include the plural and
vice versa and words importing gender shall include masculine, feminine
and neuter genders.
3.4 Canadian Dollars
Unless otherwise provided herein, all monetary amounts set forth in
this Agreement are in Canadian dollars.
3.5 Amendments and Waivers
No modification, variation, amendment or termination by mutual consent
of this Agreement and no waiver of the performance of any of the
responsibilities of any of the parties hereto shall be effected unless
such action is taken in writing and is signed by all parties. No
amendment to this Agreement shall be valid or binding unless set forth
in writing and duly executed by all of the parties hereto. No waiver of
any breach of any provision of this Agreement shall be effective or
binding unless made in writing and signed by the party purporting to
give the same and, unless otherwise provided in the written waiver,
shall be limited to the specific breach waived.
3.6 Severability
Each of the covenants, provisions, Articles, Sections, subsections and
other subdivisions hereof is severable from every other covenant,
provision, Article, Section, subsection and the invalidity or
unenforceability of any one or more covenants, provisions, Articles,
Sections, subsections or subdivisions of this Agreement shall not
affect the validity or enforceability of the remaining covenants,
provisions, Articles, Sections, subsections and subdivisions hereof.
3.7 Time of Essence
Time shall be of the essence of this Agreement.
3.8 Notices
Any notice or other written communication required or permitted
hereunder shall be in writing and:
3.8.1 delivered personally to the party or, if the party is a
corporation, an officer of the party to whom it is directed;
3.8.2 sent by registered mail, postage prepaid, return receipt
requested (provided that such notice or other written
communication shall not be forwarded by mail if on the date of
mailing there exists an actual or imminent postal service
disruption in the city from which such communication is to be
mailed or in which the address of the recipient is found); or
3.8.3 sent by confirmed telecopier.
3.9 All such notices shall be addressed to the party to whom it is
directed at the following addresses:
if to : 00 Xxxxx Xxxxx
by mail or personal delivery: Xxxxxx, XX
X0X 0X0
Attention: Xxxxx Xxxxxx
if to : X-Xxxxxxx.xxx Inc.
by mail or personal delivery: 000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX X0X 0X0
Attention: Xxxx Xxxxx
by facsimile: 000-000-0000
Any such notice or other written communication shall, if
mailed as aforesaid be effective three (3) days from the date
of posting; if given by telecopier, shall be effective on the
first business day after the sending thereof; and if given by
personal delivery shall be effective on the day of delivery.
Either party may at any time change its address by giving
notice of such change of address to the other party in the
manner specified in this paragraph.
3.10 Enurement
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective personal representatives, heirs,
successors, executors, administrators and permitted assigns.
3.11 Assignment
Neither of the parties hereto may assign its rights or obligations
under this Agreement without the prior written consent of the other
party hereto.
3.12 Entire Agreement
This Agreement constitutes the entire agreement between the parties and
supersedes all prior and contemporaneous agreements, understandings and
discussions, whether oral or written, and there are no other
warranties, agreements or representations between the parties except as
expressly set forth herein.
3.13 Proper Law
This Agreement shall be governed by and interpreted in accordance with
the laws of the Province of Ontario, and the laws of Canada applicable
therein.
3.14 Counterparts
This Agreement may be executed in several counterparts, each of which
together shall constitute one and the same instrument.
3.15 Facsimile
The parties hereto agree that this Agreement may be transmitted by
facsimile or such similar device and that the reproduction of
signatures by facsimile or such similar device will be treated as
binding as if originals and each party hereto undertakes to provide
each and every other party hereto with a copy of the Agreement bearing
original signature forthwith upon demand.
3.16 Further Assurances
The parties hereto shall do all further acts and things and execute all
further documents reasonably required in the circumstances to effect
the provisions and intent of this Agreement.
IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto as of the date first set forth above.
SIGNED, SEALED AND DELIVERED
XXXXX XXXXXX
______________________________________________
X-XXXXXXX.XXX INC.
Per: _________________________________________
Title:
