Exhibit 10.4
OPTION AGREEMENT
AGREEMENT, dated as of this 26th day of December 1996, by and between
Asia Media Communications, Ltd., a Nevada corporation ("Parent"), and AMC
International Holdings, Ltd., a British Virgin Islands corporation ("AMHL").
WHEREAS, Parent is the record and beneficial owner of all of the
issued and outstanding common shares of AMHL; and
WHEREAS, AMHL proposes to create a class of preference shares (the
"Preference Shares") which are exchangeable into shares of the Parent's common
stock, par value $.01 per share (the "Common Stock"), pursuant to resolutions
substantially in the form of Exhibit A hereto (the "Resolutions"); and
WHEREAS, the Parent desires AMHL to create the Preference Shares and
therefore is willing to grant to AMHL an option to acquire such number of shares
of Common Stock as may be required to be exchanged for the Preference Shares,
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. Parent hereby grants to AMHL an option to acquire, for no
consideration, such number of shares of Common Stock as may be required from
time to time to exchange any Preference Shares presented for exchange in
accordance with the terms of the Resolutions (the "Option Shares").
2. Parent covenants and agrees with AMHL as follows:
(a) The Option Shares, when issued in exchange for Preference Shares
in accordance with the rights, preferences and privileges thereof as set forth
in the Resolutions, will be duly authorized, validly issued, fully paid and
nonassessable.
(b) Parent will at all times that any Preference Shares are
exchangeable into Option Shares, out of Parent's authorized but unissued shares
of Common Stock solely for the purpose of issuance upon exchange of Preference
Shares as provided in the Resolutions, free from preemptive rights or any other
actual contingent purchase rights of others other than the holders of the
Preference Shares, reserve such number of shares of Common Stock as shall be
issuable (taking into account the adjustments and restrictions set forth in
Section 5 of the Resolutions) upon the exchange of all outstanding Preference
Shares.
3. Upon any exchange of Preference Shares for Common Stock, Parent
shall not be required to issue stock certificates representing fractions of
shares of Common Stock, but may if otherwise permitted, make a cash payment in
respect of any final fraction of a share based on
the Per Share Market Value (as defined in the Resolutions) at such time. If
Parent elects not, or is unable, to make such a cash payment, the holder of a
Preference Share shall be entitled to receive, in lieu of the final fraction of
a share, one whole share of Common Stock.
4. The term of this Agreement shall commence upon the date hereof and
shall continue so long as any Preference Shares are outstanding and are
exchangeable into Common Stock.
5. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to conflict of laws
principles.
6. The Option Shares will not be registered under the Securities Act
of 1933, as amended (the "Act"), and therefor may not be transferred or sold
unless registered under the Act or pursuant to an exemption from registration
thereunder. The certificates evidencing the option Shares will bear an
appropriate restrictive legend.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date and year written above.
Asia Media Communications, Ltd.
XXX XXXXXX
By:_________________________
XXX XXXXXX
AMC International Holdings, Ltd.
XXXXXX XXXXX
By:_________________________
XXXXXX XXXXX
