Exhibit 10.4
SHARE OPTION AGREEMENT
THIS AGREEMENT made as of this 31/st/ day of May, 2000.
BETWEEN:
Universe2U Inc.
a corporation organized
pursuant to the laws of the State of Nevada
(the "Optionor"),
OF THE FIRST PART;
- AND-
▇▇▇▇▇▇▇ ▇▇▇▇ Tanunagara
an individual
resident in the Province of Ontario
(the "Optionee"),
OF THE SECOND PART;
WHEREAS pursuant to the terms of a share purchase agreement dated January
25, 2000 and amended pursuant to amending agreements dated March 1, 2000 and May
31, 2000, between Universe2U Inc. (a wholly-owned subsidiary of the Optionee)
(the "Purchaser"), the Optionee, ▇▇▇▇▇▇▇ ▇. Tanunagara and ▇▇▇▇▇▇ Tanunagara,
(the "Share Purchase Agreement"), the Purchaser agreed, inter alia, that it
would cause the Optionor to grant to the Optionee an option to purchase common
shares in the capital of the Optionor upon the closing of the Share Purchase
Agreement; and
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and the mutual covenants hereinafter contained, each of the parties
agrees with the others as follows:
ARTICLE I
Option Exercise
1.01 Grant of Option
(a) The Optionor does hereby grant to the Optionee, on the terms and conditions
hereinafter set forth, an irrevocable option (the "Option") to purchase at
any time or from time to time prior to the Expiry Time (as defined section
1.02 herein) during the period hereinafter referred to up to 200,000 common
shares in the
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capital of the Optionor (the "Optioned Shares") at a purchase price of
US$5.00 per Optioned Share (the "Exercise Price").
1.02 Time of Exercise
The Option may only be exercised by notice in writing received by the
Optionor no later than 4:00 p.m. on July 31, 2001 or, if such day is not a
Business Day, then on the next Business Day following such day (the "Expiry
Time").
For the purposes of this Agreement, "Business Day" means a day other than a
Saturday, Sunday or other day on which commercial banks in Toronto, Ontario
are authorized or required by law to close.
1.03 Mechanics of Exercise
The Option shall be exercised by written notice of subscription delivered
to the Optionor by the Optionee, which notice shall specify the number of
Optioned Shares to be subscribed for at that time and which notice shall be
accompanied by payment in full by way of cash or certified cheque of the
subscription price. Forthwith upon such exercise the Board of Directors of
the Optionor shall duly allot and issue as fully paid and non-assessable
the number of Optioned Shares required by the notice for the consideration
set forth below and the Optionor shall deliver to Optionee a certificate
representing those shares registered in its name or in such other name as
may be specified in the notice of exercise, provided that the number of
Optioned Shares shall not exceed 200,000 common shares.
1.04 Resale Restrictions
The Optionee acknowledges that neither the U.S. Securities and Exchange
Commission (the "SEC") nor any state securities commission has approved the
Option nor any of the Optioned Shares, nor passed upon or endorsed the
merits of the Optioned Shares; the Optionee further understands and agrees
that the Optioned Shares have not been registered (i) under with the SEC
under the Securities Act of 1933, as amended (the "Securities Act") nor
(ii) with any state securities commission. The Optionee understands that
the Optioned Shares may not be offered, sold, transferred or otherwise
disposed of in the U.S., its territories or possessions, or to persons
known to be residents of the U.S. or to a U.S. person within the meaning of
Regulation S under the Securities Act; provided that the Optioned Shares
may be so sold after the earlier to occur of the effectiveness of a
registration statement registering the Optioned Shares under the Securities
Act or the expiration of the restricted period under Rule 144 promulgated
under the Securities Act and thereafter only if the Optioned Shares are
registered under the Securities Act or an exemption from the registration
requirements under the Securities Act is available. The Optionee
acknowledges that the Optionor has no obligation to cause the registration
of the Optioned Shares under the Securities Act.
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ARTICLE II
Change of Shares
2.01 Subdivision of Shares
In the event of any subdivision or change of the common shares of the
Optionor at any time prior to the Expiry Time into a greater number of
common shares, the Optionor shall deliver, in connection with any issue of
Optioned Shares occurring after the record date of the subdivision or
change, such additional number of common shares (at not additional cost to
the Optionee) as would have resulted from such subdivision or change if
such issue of Optioned Shares had been prior to the record date of such
subdivision or change.
2.02 Consolidation of Shares
In the event of any consolidation or change of the common shares of the
Optionor at any time prior to the Expiry Time into a lesser number of
common shares, the number of common shares delivered by the Optionor on any
exercise thereafter of the Option shall be reduced to such number of common
shares as would have resulted from such consolidation or change if such
exercise of the Option hereby granted had been prior to the record date of
such consolidation or change.
2.03 Reclassification of Shares
In the event of a reclassification of the common shares of the Optionor at
any time prior to the Expiry Time into other shares or into other
securities, or an amalgamation or merger of the Optionor with or into any
other corporation or other entity (other than an amalgamation or merger
which does not result in any reclassification of the outstanding common
shares or a change of the common shares into the shares of such other
corporation or entity), or a transfer of the undertaking or assets of the
Optionor as an entirety or substantially as an entirety to another
corporation or other entity (any of such events being herein called a
"Capital Reorganization"), and the Optionee exercises his right to purchase
common shares then held after the effective date of such Capital
Reorganization, the Optionee shall be entitled to receive, and shall
accept, for the same aggregate consideration, in lieu of the number of
common shares to which the Optionee was theretofore entitled upon such
exercise, the kind and the aggregate number of shares, other securities or
other property which the Optionee would have been entitled to receive as a
result of such Capital Reorganization if such exercise of the Option hereby
granted had been prior to the effecive date of such Capital Reorganization.
ARTICLE III
General
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3.01 Entire Agreement
This agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior
agreements or understandings of any kind with respect to the subject matter
hereof.
3.02 Notice
Any notice required or permitted to be given to a party hereto to the other
shall be in writing and addressed:
To the Optionor: Universe2U Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
To the Optionee: ▇▇▇▇▇▇▇ Tanunagara
c/o ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
and if delivered to an officer of the Optionor or Optionee shall be deemed
to have been received when delivered to such officer. If notice is given by
telecopy, it shall be deemed to have been received twelve hours after such
telecopying. Any notice given by telecopy will be confirmed by written
notice. Either party hereto may change its address for notice at any time
by giving notice to the other party pursuant to the provisions of this
Section.
3.03 Gender
In this agreement words importing the singular number only shall include
the plural and vice versa, and words importing the masculine gender shall
include the feminine gender and words importing persons shall include firms
and corporations and vice versa.
3.04 No Assignment
Subject to the provisions hereof, this agreement may not be assigned, in
whole or in part, without the prior approval of all parties hereto. Subject
thereto this agreement shall enure to the benefit of and shall be binding
upon the parties
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hereto and their respective successors, heirs, executors, administrators,
other personal and legal representatives (including trustees and receivers
in bankruptcy) and permitted assigns.
3.05 Time of the Essence
Time shall be of the essence of this agreement.
3.06 Waiver
No indulgence or forbearance by any of the parties hereto shall be deemed
to constitute a waiver of such party's rights to insist on performance in
full and in time and in proper manner of all of the covenants contained
herein, and any such waiver, in order to be binding upon any party must be
express and in writing. No waiver of provisions, conditions or covenants
shall be deemed to be a waiver of the right of any party to require full
and timely compliance with the same terms, conditions or covenants
thereafter, or with any other terms, conditions or covenants of this
agreement at any time.
3.07 Amendment
This agreement may be amended at any time or from time to time by written
instrument signed by all of the parties hereto.
IN WITNESS WHEREOF this agreement has been executed by the parties hereto
as of the date first above written.
SIGNED, SEALED & DELIVERED ) Universe2U Inc.
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) A.S.O.
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ) /s/ ▇▇▇▇▇▇▇ Tanunagara
____________________ ) ------------------------------
Witness ) ▇▇▇▇▇▇▇ Tanunagara
