GLOBAL REALTY MANAGEMENT GROUP, INC.
BONUS STOCK ISSUANCE AND OPTION AGREEMENT
THIS AGREEMENT (this "Agreement") is entered into as of April 1, 2002 (the
"Date of Grant"), by and between GLOBAL REALTY MANAGEMENT GROUP, INC., a Florida
corporation (the "Company" or "Optionor"), and XXXXXXX X. XXXXXX ("Xxxxxx" or
the "Optionee").
RECITALS
A. The Optionor and Optionee have agreed that the Optionee will have the
right to purchase a total of 100,000 shares of common stock of Global Realty
Management Group, Inc. ("Global Realty") from the Optionor as set forth below.
In addition, the Company has agreed to issue 25,000 shares of common stock to
Xxxxxx as a bonus.
B. The grant of the Option evidenced by this Agreement has been bargained
for by Optionee and the Optionor.
AGREEMENT
NOW, THEREFORE, the parties hereto, for good and sufficient consideration
the receipt of which is hereby acknowledged, and intending to be legally bound,
do hereby agree as follows:
1. Grant of Option and Stock Issuance. Optionor hereby grants Optionee an option
(the "Option") to purchase a total of 100,000 shares of Global Realty common
stock ("Option Shares") for a total purchase price of $100,000 subject to the
terms and conditions set forth herein. In addition, the Company has agreed to
and will issue an additional 25,000 shares of Global Realty Common Stock to
Xxxxxx as a bonus ("Bonus Shares").
1.1 Method of Exercise. The Option shall be exercisable by Optionee by
giving written notice to the Company of the election to purchase the Option
Shares, such notice to be accompanied by such other executed instruments or
documents as may be required by the Company pursuant to this Agreement, and
unless otherwise directed by the Company, Optionee shall at the time of such
exercise tender the purchase price for the Option Shares.
1.2 Payment of Purchase Price. At the time of Optionee's notice of
exercise of the Option, Optionee shall tender in cash or by certified or bank
cashier's check payable to the Company, the purchase price for the Option
Shares.
2. Vesting of Option; Registration of Shares.
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2.1 Vesting. Optionee shall have the Option to purchase all of the Option
Shares immediately upon the filing of an S-8 Registration Statement filed by the
Company with the SEC as set forth in Section 2.2. The Option must be exercised
by April 1, 2007.
2.2 Registration Statement. The Company shall cause the issuance of the
Bonus Shares and the Option Shares to be registered under the Securities Act of
1933 as amended by filing a Form S-8 Registration Statement covering the Bonus
Shares and the Option Shares. Optionee shall take any action reasonably
requested by the Company in connection with registration or qualification of the
Bonus Shares and the Option Shares under federal or state securities laws.
3. Non-Transferability of Option; Death. The Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by Optionee. In the
event of death of Optionee during the term of this Option, the Option may be
exercised at any time prior to the date of expiration of the term of this
Option, by Optionee's estate or by a person who acquired the right to exercise
the Option by bequest or inheritance, but only to the extent of the right to
exercise that had accrued at the date of death. The terms of this Option shall
be binding upon the executors, administrators, heirs and successors of the
Optionee and upon any successor by operation of law to Optionors.
4. General Provisions.
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4.1 Amendments; Waivers. This Agreement may be amended only by agreement in
writing of all parties. No waiver of any provision nor consent to any exception
to the terms of this Agreement shall be effective unless in writing and signed
by the party to be bound and then only to the specific purpose, extent and
instance so provided.
4.2 Entire Agreement. This Agreement, together with its exhibit,
constitutes the entire agreement among the parties pertaining to the subject
matter hereof and supersedes all prior agreements and understandings of the
parties in connection therewith.
4.3 Governing Law. This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and performed in such State.
4.4 Attorneys' Fees. Should any action or proceeding be brought to construe
or enforce the terms and conditions of this Agreement or the rights of the
parties hereunder, the losing party shall pay to the prevailing party all court
costs and reasonable attorneys' fees and costs (at the prevailing party's
attorneys then current rates) incurred in such action or proceeding. A party
that voluntarily dismisses an action or proceeding shall be considered a losing
party for purposes of this provision. Attorneys' fees incurred in enforcing any
judgment in respect of this Agreement are recoverable as a separate item. The
preceding sentence is intended to be severable from the other provisions of this
Agreement and to survive any judgment and, to the maximum extent permitted by
law, shall not be deemed merged into any such judgment.
4.5 Receipt of Agreement. Each of the parties hereto acknowledges that he
has read this Agreement in its entirety and does hereby acknowledge receipt of a
fully executed copy thereof. A fully executed copy shall be an original for all
purposes, and is a duplicate original.
4.6 Notices. Any written notice required or permitted to be given shall be
deemed delivered either when personally delivered or when mailed, registered or
certified, postage prepaid with return receipt requested, if to Optionee,
addressed to Optionee at the last residence address of Optionee as provided by
him to the Optionee from time to time, and if to the Optionor, addressed to
Optionee at the last residence address of Optionee as provided by him to the
Optionor from time to time.
4.7 Severability. If any provision of this Agreement is determined to be
invalid, illegal or unenforceable by any governmental entity, the remaining
provisions of this Agreement to the extent permitted by law shall remain in full
force and effect
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
ATTEST: GLOBAL REALTY
MANAGEMENT GROUP, INC.
/S/ Soonderdai Xxxxxx By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
WITNESS:
/S/ Xxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
