EXHIBIT 4.4
THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE
PROVISIONS OF THAT ACT OR AN OPINION OF COUNSEL TO THE COMPANY IS OBTAINED
STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH
AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
CCM MANUFACTURING TECHNOLOGIES, INC.
(Incorporated under the laws of the State of Delaware)
Void after 5:00 p.m., Central Time, eighteen months from the date that CCM
Manufacturing Technologies, Inc. begins trading, if at all, on the Over-the-
Counter Bulletin Board or any other securities exchange.
OPTION FOR THE PURCHASE OF 600,000 SHARES OF THE COMMON STOCK
OF CCM MANUFACTURING TECHNOLOGIES, INC.
November 1, 2000
CCM Manufacturing Technologies, Inc., a Delaware corporation (the
"Company"), having its principal offices at 00000 Xxxxxx Xxxxx, Xxxxxxxxxxxx,
Xxxxx 00000-0000, hereby certifies that Consulting & Strategy International (the
"Optionee"), having an address at 0000 Xxxxxxxxxx, Xxxxxxx, Xxxxx 00000, is
entitled, subject to the provisions of this option (the "Option") to purchase,
from the Company, during the period commencing when the Company's common stock
is quoted, if at all, on the Over-the-Counter Bulletin Board or any other
securities exchange (the "Listing Date"), and expiring eighteen months from the
Listing Date (the "Expiration Date"), up to SIX HUNDRED THOUSAND (600,000)
shares of the Company's common stock, par value $.0001 per share (the "Common
Stock"), at a price of $1.50 per share (the "Exercise Price"), to be exercisable
as hereinafter provided.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Option, the Company shall
execute and deliver a new Option of like tenor and date.
The Optionee agrees with the Company that this Option is issued, and all
the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1. Exercise of Option. This Option shall be exercisable by the
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Optionee to the extent of the following number of shares of Common Stock
commencing on the following dates:
Date After Which Shares
Number of Shares Can Be Purchased
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600,000 the Listing Date (as defined above)
2. Non-Assignability of Option. This Option shall not be given, granted,
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sold, exchanged, transferred, pledged, assigned or otherwise incumbered or
disposed of by the Optionee, otherwise than by will or the laws of descent and
distribution, or pursuant to a domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement
Income Securities Act, or the rules thereunder, and, during the lifetime of the
Optionee, shall not be exercisable by any other person, but only by the
Optionee.
4. Method of Exercise of Option. The Optionee shall notify the Company
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by written notice sent by registered or certified mail, return receipt
requested, addressed to its principal office, or by hand delivery to such
office, properly receipted, as to the number of shares of Common Stock which the
Optionee desires to purchase under this Option, which written notice shall be
accompanied by the Optionee's check payable to the order of the Company for the
full option price of such shares of Common Stock. As soon as practicable after
the receipt of such written notice the Company shall, at its principal office,
tender to the Optionee a certificate or certificates issued in the Optionee's
name evidencing the shares of Common Stock purchased by the Optionee hereunder.
3. Investment Representation. The Optionee represents that at the time of
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any exercise of this Option, where the shares of Common Stock are not registered
under the Securities Act of 1933, as amended, such Common Stock will be acquired
for investment and not for resale or with a view to the distribution thereof.
Upon exercise of this Option and the issuance of any of the shares thereunder,
all certificates representing shares shall bear on the face thereof
substantially the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE
SECURITIES LAW OR AN EXEMPTION FROM REGISTRATION
AND AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO CCM MANUFACTURING
TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED."
4. Anti-Dilution.
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Merger, Consolidation, Recapitalization or Sale or Exchange of
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Assets. In the event of the recapitalization, merger or consolidation of the
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Company with or into another corporation or a sale or exchange of all or
substantially all of the Company's assets, the Optionee shall be entitled to
receive upon payment of the Exercise Price such securities or other property of
such other corporation with or into which the Company shall have been merged or
consolidated, or the cash or other property paid upon the sale or exchange of
all or substantially all of the Company's assets, as the Optionee would have
received if he had immediately prior to such recapitalization, merger,
consolidation or sale or exchange of assets exercised this Option and paid for
and received the Common Stock.
5. Registration Rights. The Optionee is hereby granted demand registration
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rights. The shares of common stock underlying this Option shall be registered
with the Securities and Exchange Commission on a Form SB-2 or Form S-3 as soon
as practicable from the date hereof. The Optionee shall be entitled to exercise
such registration rights prior to the Exercise Date defined above.
6. No Rights as Stockholder. The Optionee shall have no rights as a
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Stockholder in respect to the shares of Common Stock as to which this Option
shall not have been exercised and payment made as herein provided.
7. Binding Effect. Except as herein otherwise expressly provided, this
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Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.
8. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Texas.
9. Notices. Any notice hereunder shall be delivered by hand or by
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registered or certified mail, return receipt requested to a party at its address
set forth above, subject to the right of either party to designate at any time
hereafter, in writing, some other address.
IN WITNESS WHEREOF, each of the Company and the Optionee has caused this
Option to be executed both as of the day and year first above written.
CCM MANUFACTURING TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
President
OPTION EXERCISE FORM
(To be executed by the Optionee to exercise the rights
to purchase Common Stock evidenced by the within Option)
CCM Manufacturing Technologies, Inc.
00000 Xxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxx 00000-0000
The undersigned hereby exercises the right to purchase _______ shares of
the Common Stock (as such term is defined in this Option) pursuant to and in
accordance with the terms and conditions of this Option, and herewith makes
payment of $_______ therefor, and requests that a certificate for such shares be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below, and, if such number of shares shall not be all of the
shares purchasable hereunder, that a new Option of like tenor for the balance of
the remaining shares purchasable hereunder be delivered to the undersigned at
the address stated below:
Dated: Signed:_____________________________
Consulting & Strategy International LLC
