EXHIBIT 10.9
------------
OPTION AGREEMENT
----------------
This OPTION AGREEMENT Is entered into as of the 3rd day of January, 2001,
to be effective as of January 1, 2001, by and between RAVEN MOON INTERNATIONAL,
INC., a Florida corporation, having Its principal place of business at 000
Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000 ("Company") and XXXX
XXXXXX, an Individual, whose address is 000 Xxxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxx
00000 ("Xxxx D").
Background
----------
Xxxx D has granted the Company an exclusive, world-wide license ("License")
to use her name, image, performance and likeness in connection with the
development, production and distribution of a children's television program to
be produced by the Company, and for all merchandise relating to the program.
As a material condition to the grant of the License, the Company has agreed
to xxxxx Xxxx D an option to purchase common stock of the Company, on the terms
and conditions set forth herein.
Terms of Agreement
------------------
In consideration of the mutual promises and covenants contained herein, and
grant of the License to the Company, the parties hereby agree as follows:
1. Option. The Company hereby grants to Xxxx D the irrevocable option and
right (the "Option") to purchase up to ten million (10,000,000) shares
("Shares") of the Company's common stock. The purchase price per Share to Xxxx D
upon exercise of this Option shall be $.02 per share.
2. Term of Option and Vesting of Option. This Option shall be effective for
a period of ten (10) years from the date hereof. Xxxx D may exercise this Option
as follows:
a. 7,000,000 of the Shares have vested and been exercised as of the
date of this Option;
b. 2,000,000 of the Shares shall vest and be exercisable on and
after January 1, 2002;
c. 250,000 of the Shares shall vest and be exercisable on and after
January 1, 2003;
d. 250,000 of the Shares shall vest and be exercisable on and after
January 1, 2004;
e. 250,000 of the Shares shall vest and be exercisable on and after
January 1, 2005: and
f. 250,000 of the Shares shall vest and be exercisable on and after
January 1, 2006.
3. Exercise of Option. Xxxx D may exercise the Option as to all or any
portion of the vested Shares by properly completing, executing, and forwarding
to the Company any subscription or purchase agreement and other documents
reasonably required by the Company along with payment for the Shares. Payment
may be in the form of cash, corporate check, or reduction of any payments due
Xxxx D by the Company under the License. The Company shall cause the Shares to
be issued in the name of Xxxx D or Xxxx D's designee or assignee. The Company
shall be responsible for payment of all issue, documentary stamp, or other
similar taxes required to be paid in connection with the issuance of the Shares.
4. Limitation of Liability. Nothing contained in this Agreement shall
constitute any obligation or requirement of Xxxx D to exercise the Option
granted herein or to enter into a subscription any other agreement with the
Company with respect to the purchase of equity securities in the Company.
5. Restriction on Exercise. This Option may not be exercised unless such
exercise is in compliance with the Securities Act of 1933, as amended (the
`Securities Ac') and all applicable state securities laws as they are in effect
on the date of exercise.
6. Assignment. This Option and the rights granted herein may not be
assigned by Xxxx D withou the prior, written consent of the Company.
7. Registration Rights. The Company shall use its best efforts to cause the
Shares to become registered so as to permit a public offering and sale of the
Shares by Xxxx X. Such registration shall be effected by Form S-8, if use of
such form is in compliance with the provisions of the Securities Act, so as to
permit a public offering and sale of the Shares by Xxxx D, or pursuant to an
alternative, permissible form of registration statement, whichever form of
registration can be fast effected.
If, at any time commencing on the date of this Option, the Company proposes
to register any of its securities under the Securities Act (other than in
connection with a merger, acquisition or exchange offer, pursuant to Form S-8 or
any successor form thereto or otherwise on a form which does riot permit
registration of the Shares) in a public offering, it will give written notice to
Xxxx D of its intention to do so. Upon the written request of Xxxx D given
within ten (10) days after receipt of any such notice of her desire to include
any such Shares in such proposed registration statement, the Company shall
afford Xxxx D the opportunity to have any such Shares registered under such
registration statement. The Company agrees to use its best efforts to cause the
above filing to become effective and remain effective for no less than twelve
(12) months. The "piggy back" registration rights described in this paragraph
shall terminate at such time as the Shares are saleable in one or more
transactions pursuant to Rule 144(k) of the Securities Act. Notwithstanding
anything to the contrary contained in the provisions of this paragraph, the
Company shall have the right at any time after it shall have given written
notice pursuant to this paragraph (irrespective of whether a written request for
inclusion of any such securities shall have been made) to elect not to file any
such proposed registration statement or to withdraw the same after the filing
but prior to the effective date thereof.
8. Miscellaneous Previsions.
8.1 Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and
supersedes all prior and contemporaneous agreements, representations, and
understandings of the parties. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by all the parties. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions of this Agreement, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.
8.2 Counterparts. This Agreement may be executed simultaneously In one or
more counterparts, each of which shall be deemed an original, but all of which,
together, shall constitute one and the same instrument. Signatures by facsimile
transmission shall be acceptable as original signatures.
8.3 Binding Effect. This Agreement shall be binding on, and shall inure to
the benefit of, the parties to it and their respective heirs, legal
representatives, successors, and permitted assigns.
8.4 Invalid Provision. If any part of this Agreement is contrary to,
prohibited by, or deemed Invalid under any applicable law or regulation, such
provision shall be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given full force and effect so far as possible.
8.5 Attorneys' Fees. If any legal action or other proceeding is brought for
the enforcement of this Agreement, or because of a dispute, breach, default. or
misrepresentation In connection with any provisions of this Agreement, then the
successful or prevailing party or parties shall be entitled to recover
reasonable attorney's fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.
8.6 Applicable Law, Binding Effect, and Venue. This Agreement shall be
construed and regulated under and by the laws of the State of Florida, without
regard to Florida's choice of law provisions. Venue for any action brought to
enforce or interpret this Agreement shall be brought in a court of competent
jurisdiction In Seminole County, Florida.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
"XXXX D"
/s/ Xxxx Xxxxxx
---------------------------------------
Xxxx Xxxxxx
"COMPANY"
RAVEN MOON INTERNATIONAL, INC.:
By: /s/ Xxxxxx XxXxxxxxxxx
-----------------------------------
Xxxxxx XxXxxxxxxxx, President
