Exhibit 10.3
OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Option Agreement"), made and entered into as of
this ___ day of August, 2005, by and between HARBIN ELECTRIC, INC., a Nevada
corporation (the "Company"), and the entity whose name appears on the signature
page hereof (the "Optionee").
Capitalized terms used in this Option Agreement and not otherwise defined
have the respective meanings set forth in the Common Stock Purchase Agreement
(the "Agreement") of the Company dated the date hereof (the "Closing Date").
W I T N E S S E T H :
WHEREAS, the Company and the Optionee, among other parties, have entered
into the Agreement;
WHEREAS, the Agreement requires the execution and delivery of this Option
Agreement; and
WHEREAS, the Optionee desires to have an option to purchase a certain
number of Shares in the Company and the Company desires to grant the Optionee
such option, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. Option. The Company hereby grants to the Optionee the right and option
(the "Option") to purchase, in whole but not in part, the number of Shares
in the Company as set forth beneath such Optionee's signature on the
signature page hereto, at a purchase price of $3.50 for each share.
2. Term. The term of the Option shall commence on the Closing Date hereof
and shall terminate on the third anniversary day from such date, unless it
is sooner terminated as provided in this Option Agreement.
3. Exercise. The Option may be exercised one time only, in accordance with
Section 2 hereof.
4. Notice. The Option shall be exercised by the giving of written notice
thereof to the Company. Such notice shall specify the number of Shares to
be purchased, and shall be accompanied by payment of the full purchase
price.
5. Non-Transferability. The Option may not be transferred, assigned,
pledged, hypothecated or otherwise disposed of (whether by operation of law
or otherwise) without prior written consent by the Company.
6. No Attachment. The Option shall not be subject to execution, attachment
or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of the Option, or upon a levy or any
attachment or similar process with respect to the Option, the term of the
Option shall terminate and the Option shall immediately become null and
void.
7. Miscellaneous.
(a) Capitalized Terms. Unless specifically set forth herein,
capitalized terms shall have the same meaning as set forth in the
Agreement.
(b) Entire Agreement. This Option Agreement constitutes the entire
understanding between the Company and the Optionee with respect to the
subject matter hereof and supersedes any and all previous agreements
or understandings between the Company and the Optionee concerning the
subject matter hereof. This Option Agreement may not be changed or
amended without the prior written consent of both the parties hereto.
(c) Notices. All notices hereunder shall be in writing and shall be
mailed by certified mail, return receipt requested or sent by a
reputable overnight courier, or personally delivered to the parties
hereto at the addresses set forth below or at such other addresses as
may be designated in writing to the other parties.
If to the Company:
Harbin Electric, Inc.
No. 9 Ha Ping Xi Lu
Ha Ping Lu Xx Xxxxx Qu
Xxxxxx Xxx Fa Qu
Harbin, China 150060
Attn: Chungang Xia
Tel: x00-000-00000000
Fax: x00-000-00000000
with a copy to:
Xxxx Xxxxx LLP
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
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(d) Governing Law. This Option Agreement shall be governed by and
construed in accordance with the laws of the State of New York,
without giving effect to any conflicts of law principles.
(e) Captions. The captions herein are for the convenience of the
parties and are not to be construed as part of the terms of this
Option Agreement.
(f) Counterparts. This Option Agreement may be executed in
counterparts, each of which shall be deemed an original, and all of
which, when taken together, shall constitute one and the same
document. The signature of any party to any counterpart shall be
deemed to, and may be appended to, any other counterpart.
IN WITNESS WHEREOF, the parties hereto have signed this Option Agreement on
the day and year first above written.
HARBIN ELECTRIC, INC.
By: __________________________
Name: Tian Fu Yang
Title: CEO
By: __________________________
Name:
Title:
Address:___________________________
____________________________
Tax ID ____________________________
Tel: ____________________________
Fax: ____________________________
Number of Options Shares:____________
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