STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of May 1, 2000, by and between PC Universe, Inc.
("Optionee"), and Xxxxxxx X. Xxxxxxxx ("Grantor").
RECITALS
WHEREAS, Grantor desires to grant to Optionee and Optionee desires to
obtain an option (the "Option") to acquire from Grantor 225,000 shares (the
"Shares") of Common Stock of PC Universe, Inc. (the "Corporation"); and
WHEREAS, the parties hereto desire to document their understanding
regarding the Option to purchase the Shares.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Grant of and Consideration for Option. Grantor hereby grants
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to Optionee the Option to acquire the Shares from Grantor for and in
consideration as specified in paragraphs 2 and 3 below.
2. Exercise of Option and Option Price of Shares. The Option
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shall be exercisable as follows:
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When Number of Shares Price per Share
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First calendar month after first 150,000 $1.00
trade on Bulletin Board
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Second calendar month after first 100,000 $1.50
trade on Bulletin Board
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Third calendar month after first 100,000 $2.00
trade on Bulletin Board
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Fourth calendar month after first Balance of shares owned $2.50
trade on Bulletin Board
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All payments must be made by wire transfer to:
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XXXXXXXX LAW GROUP, P.A.
Account Number: 7522000112
ABA 000000000 Northern Trust Bank, N.A.
Miami, FL
The option for any shares not acquired under each monthly option period
shall roll over to the following month but shall only be exercisable at the
higher price. Example: 100,000 shares exercised in month 1. In month 2, 150,000
shares [the 100,000 shares for such month and the 50,000 roll over shares] are
exercisable, but only at the $1.50 price.
The option for any shares, including all roll over shares, not acquired
under the option at the end of 4 months shall terminate the last business day of
such fourth month, and ownership of those shares by Grantor shall be absolute
and not subject to any further option thereafter.
Simultaneous with the execution of this Option, Optionee has secured
and option with the same terms from Xxx Xxxx and has granted options to Lambo
Investments, Ltd. and XX Xxxxx, Ltd. Optionee has entered into a merger
agreement with First Irving Strategic Group, Inc. First Irving has agreed to
register the shares underlying these options on Form SB-2, which will be filed
before the effective date of this registration statement. This registration
statement will also register shares of Xx. Xxxxxxxx and Xx. Xxxx for resale in
the event the options are not fully exercised. First Irving has agreed to keep
the registration statement effective as long as necessary to permit resale of
these shares. First Irving has agreed that all funds received upon exercise of
the options by Lambo Investments, Ltd. and XX Xxxxx, Ltd. shall be used to
exercise the options with Xx. Xxxxxxxx and Xx. Xxxx on a pro-rata basis.
Optionee will be subject to this obligation following the closing of the merger.
3. Method of Exercise. The Option shall be exercisable by a
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written notice signed by an authorized representative of Optionee. All funds
wired to pay for the shares must be clear and available by the close of business
on or before the last business day of each option period in order for the option
to be exercised.
4. No Assignability of Option. The Option may not be assigned by
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Optionee.
5. Agreement of Grantor.
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o RESTRICTIONS ON DISPOSITION. Grantor hereby agrees, except as
permitted in this point 1 and in point 2 below, not to, directly
or indirectly, offer to sell, contract to sell, transfer, assign,
cause to be redeemed or otherwise sell or dispose of any of the
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Corporation Shares (collectively, a "Disposition"). Grantor hereby
agrees and consents to the entry of stop transfer instructions
with Corporation's transfer agent against the transfer of the
Corporation Shares except in compliance with this Agreement.
Notwithstanding the foregoing, Grantor may pledge, hypothecate or
otherwise grant a security interest in all or a portion of the
Corporation Shares during the term of this Agreement; provided,
however, that any person or entity receiving such shares in pledge
or hypothecation or granted a security interest in such shares,
shall be subject to all of the restrictions on Disposition of such
shares imposed by this Agreement to the same extent as Grantor.
o PERMITTED DISPOSITIONS. During each one month period occurring
subsequent to the first day of trading on the Bulletin Board,
Grantor may effect one or more Dispositions of that number of
Corporation Shares that, taken together with any other
Dispositions effected during such month period, does not exceed
20,000 shares. None of the restrictions on Disposition contained
herein shall apply to a bona fide gift or gifts, or to transfers
to family members of Grantor, of the Corporation Shares, provided
the donee, donees or transferees thereof agree to be bound by the
restrictions on Disposition contained in this Agreement.
o EXPIRATION OF LOCK-UP. On the day that is 360 days after the first
day of trading on the Bulletin Board, all restrictions on
Disposition imposed hereunder shall expire and shall not apply to
any of the Corporation Shares.
6. Survival of Representations and Warranties. The
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representations, warranties, covenants and agreements set forth herein shall be
continuous and shall survive the termination of this Agreement or any part
thereof.
7. Miscellaneous.
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a. Entire Agreement. This Agreement contains the entire
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understanding between the parties hereto with respect to the
transactions contemplated hereby, and this Agreement supersedes in all
respects all written or oral understandings and agreements heretofore
existing between the parties hereto.
b. Counterparts. This Agreement may be executed in one
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or more counterparts, and all such counterparts shall constitute one
and the same instrument.
c. Notices. All notices, consents, requests,
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instructions, approvals and other communications provided for herein
and all legal process with regard hereto shall be in writing and shall
be deemed to have been duly given, when delivered by hand or three (3)
days after deposited into the United States mail, by registered or
certified mail, return receipt requested, postage prepaid.
d. Additional Documents. At any time and from time, the
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parties hereto shall execute such documents as are necessary to effect
this Agreement.
e. Jurisdiction; Venue. The parties to this Agreement
agree that jurisdiction and venue shall properly lie in the
Thirteenth Judicial Circuit of the State of Florida, in and for
Hillsborough County, Florida, or in the United States District Court
for the Middle District of Florida (Tampa Division), with respect
to any legal proceedings arising from this Agreement.
f. Attorneys' Fees. In the event any suit or legal
proceeding is brought for the enforcement of any of the provisions
of this Agreement, the parties hereto agree that the prevailing
party or parties shall be entitled to recover from the other party
or parties upon final judgment on the merits reasonable attorneys'
fees, including attorneys' fees for any appeal, and costs incurred
in bringing such suit or proceeding.
g. Governing Law. This Agreement has been negotiated and
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prepared and shall be performed in the State of Florida, and the
validity, construction and enforcement of, and the remedies under, this
Agreement shall be governed in accordance with the laws of the State
of Florida.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
OPTIONEE:
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GRANTOR:
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Xxxxxxx X. Xxxxxxxx
