STOCK OPTION AGREEMENT
Exhibit
99(lxxxii)-2007
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
December 2007 by Nexia Holdings, Inc. (the "Company") to Xxxxxxx X. Xxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Five Million (5,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have an option price set at the options will have a floating option price
set at 50% of the market price at the time of exercise. The options and
shares issued subject to the options shall be issued pursuant to a
registration statement on Form S-8 under the Securities Act of 1933 as
amended ("Form S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
1
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2007 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
Β /s/ Xxxxxxx X.
XxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Β /s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β
Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxx
X. Xxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
2
Β
Exhibit
99(i)-2008
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
2nd
day of January, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxx Xxxxxx, a consultant and
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Two Million One Hundred
Thousand (2,100,000), shares of the Company's common stock.Β Β The
options will have a floating option price set at 50% of the market price
at the time of exercise.Β Β The shares issued subject to the
options shall be issued pursuant to a registration statement on Form S-8
under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Two Million One
Hundred Thousand (2,100,000) Shares of Common Stock, on the terms and
conditions set forth herein and subject to the provisions of the Form S-8
registration statement in exchange for services provided by Consultant to
the Company, the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time prior to one year from the grant date of this
Option.Β Β All rights to exercise this option end with the
termination of employment with the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
3
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2007 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
Β Β Β Β Β Β Β
|
Xxxxxx
Xxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
4
Β
Exhibit
99(ii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
January, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxx Xxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate and grant a bonus to Optionee for these services by
issuing Optionee an option (the "Option") to purchase a total of Five
Million (5,000,000), shares of the Company's common stock..Β Β The
options will have a floating option price set at 50% of the market price
at the time of exercise.Β Β The shares issued subject to the
options shall be issued pursuant to a registration statement on Form S-8
under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
5
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxx
Xxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
6
Β
Exhibit
99 (iii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
January 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxxx X. Xxxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Five Million (5,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise.Β Β The options and shares issued subject to the options
shall be issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
7
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxxx X.
XxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
Β Β Β Β Β Β Β
|
Xxxxxxxx
X. Xxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
8
Β
Exhibit
99(iv)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective
thisΒ Β Β Β Β day of January 2008 by Nexia Holdings, Inc.
(the "Company") to Xxxxxx Xxxxxxx, an employee of the Company ("Optionee") and a
Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Five Million (5,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
9
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxx
XxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxx
Xxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
10
Β
Exhibit
99(v)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
January 2008 by Nexia Holdings, Inc. (the "Company") to Morgen Xxxxxxxx Xxxxxxx,
an employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Five Million (5,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise.Β Β The options and shares issued subject to the options
shall be issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
11
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Morgen
Xxxxxxxx
XxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
Β
|
Morgen
Xxxxxxxx Xxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
12
Β
Exhibit
99(vi)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
January, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxx Xxxxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate and grant a bonus to Optionee for these services by
issuing Optionee an option (the "Option") to purchase a total of Five
Million (5,000,000), shares of the Company's common stock..Β Β The
options will have a floating option price set at 50% of the market price
at the time of exercise.Β Β The shares issued subject to the
options shall be issued pursuant to a registration statement on Form S-8
under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
13
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxx
XxxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxx
Xxxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
14
Β
Exhibit
99(vii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
January 2008 by Nexia Holdings, Inc. (the "Company") to Xxx Xxxx, an employee of
the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Five Million (5,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
15
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxx
XxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxx
Xxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
16
Β
Exhibit
99(viii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
January 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxx Xxxxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Five Million (5,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
17
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxx
XxxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxx
Xxxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
18
Β
Exhibit
99(ix)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
January, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxx Xxxx, a
consultant and employee of the Company ("Optionee") and a Utah
resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Five Million (5,000,000),
shares of the Company's common stock. The options will have a floating
option price set at 50% of the market price at the time of
exercise.Β Β The shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Consultant to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
19
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxx
XxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxx
Xxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
20
Β
Exhibit
99(x)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
January 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxx Xxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Five Million (5,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
21
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxx
XxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxx
Xxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
22
Β
Exhibit
99(xi)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
25th
day of January 2008 by Nexia Holdings, Inc. (the "Company") to Morgen Xxxxxxxx
Xxxxxxx, an employee of the Company ("Optionee") and a Utah
resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Five Million (5,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise.Β Β The options and shares issued subject to the options
shall be issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
23
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Morgen
Xxxxxxxx
XxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Morgen
Xxxxxxxx Xxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
24
Β
Exhibit
99(xii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
January 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxx X. Xxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Five Million (5,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise.Β Β The options and shares issued subject to the options
shall be issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
25
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxx X.
XxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxx
X. Xxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
26
Β
Exhibit
99(xiii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
25th
day of January 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxx
Xxxxxxxxx, an employee of the Company ("Optionee") and a Utah
resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Five Million (5,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
27
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxx
XxxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxx
Xxxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
28
Β
Exhibit
99(xiv)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
4th
day of February, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxx Xxxxxx, a consultant and
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock.Β Β The options will have a
floating option price set at 50% of the market price at the time of
exercise.Β Β The shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) Shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Consultant to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time prior to one year from the grant date of this
Option.Β Β All rights to exercise this option end with the
termination of employment with the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
29
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2007 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxx
Xxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
30
Β
Exhibit
99(xv)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
February, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxx Xxxx, a
consultant and employee of the Company ("Optionee") and a Utah
resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Five Million (5,000,000),
shares of the Company's common stock. The options will have a floating
option price set at 50% of the market price at the time of
exercise.Β Β The shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Five Million
(5,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Consultant to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
31
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxx
XxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxx
Xxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
32
Β
Exhibit
99(xvi)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective
thisΒ Β Β Β Β day of February 2008 by Nexia Holdings, Inc.
(the "Company") to Xxxxxx Xxxxxxx, an employee of the Company ("Optionee") and a
Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
33
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxx
XxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxx
Xxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
34
Β
Exhibit
99(xvii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
6th
day of February 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxxx X.
Xxxxxxxx, an employee of the Company ("Optionee") and a Utah
resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise.Β Β The options and shares issued subject to the options
shall be issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
35
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxxx X.
XxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxxx
X. Xxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
36
Β
Exhibit
99(xviii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
February, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxx Xxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate and grant a bonus to Optionee for these services by
issuing Optionee an option (the "Option") to purchase a total of Ten
Million (10,000,000), shares of the Company's common
stock..Β Β The options will have a floating option price set at
50% of the market price at the time of exercise.Β Β The shares
issued subject to the options shall be issued pursuant to a registration
statement on Form S-8 under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
37
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxx
Xxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
38
Β
Exhibit
99(xix)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
February, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxx Xxxxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate and grant a bonus to Optionee for these services by
issuing Optionee an option (the "Option") to purchase a total of Ten
Million (10,000,000), shares of the Company's common
stock..Β Β The options will have a floating option price set at
50% of the market price at the time of exercise.Β Β The shares
issued subject to the options shall be issued pursuant to a registration
statement on Form S-8 under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
39
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxx
XxxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxx
Xxxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
40
Β
Exhibit
99(xx)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
February 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxx X. Xxxxx, a
person retained to provide services by the Company ("Optionee") and a Utah
resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise.Β Β The options and shares issued subject to the options
shall be issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
41
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2007 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxx X.
XxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxx
X. Xxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
42
Β
Exhibit
99(xxi)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
February 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxx Xxxxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
43
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxx
XxxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxx
Xxxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
44
Β
Exhibit
99(xxii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
March, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxx Xxxx, a consultant
and employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock. The options will have a floating
option price set at 50% of the market price at the time of
exercise.Β Β The shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Consultant to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
45
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxx
XxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxx
Xxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
46
Β
Exhibit
99(xxiii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
February, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxx Xxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate and grant a bonus to Optionee for these services by
issuing Optionee an option (the "Option") to purchase a total of Ten
Million (10,000,000), shares of the Company's common
stock..Β Β The options will have a floating option price set at
50% of the market price at the time of exercise.Β Β The shares
issued subject to the options shall be issued pursuant to a registration
statement on Form S-8 under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
47
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxx
Xxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
48
Β
Exhibit
99(xxiv)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
February 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxxx X. Xxxxxxxx,
an employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise.Β Β The options and shares issued subject to the options
shall be issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
49
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxxx X.
XxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxxx
X. Xxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
50
Β
Exhibit
99(xxv)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective
thisΒ Β Β Β Β day of February 2008 by Nexia Holdings, Inc.
(the "Company") to Xxxxxx Xxxxxxx, an employee of the Company ("Optionee") and a
Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
51
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxx
XxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxx
Xxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
52
Β
Exhibit
99(xxvi)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
February, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxx Xxxxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate and grant a bonus to Optionee for these services by
issuing Optionee an option (the "Option") to purchase a total of Ten
Million (10,000,000), shares of the Company's common
stock..Β Β The options will have a floating option price set at
50% of the market price at the time of exercise.Β Β The shares
issued subject to the options shall be issued pursuant to a registration
statement on Form S-8 under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
53
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxx
XxxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxx
Xxxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
54
Β
Exhibit
99(xxvii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
February 2008 by Nexia Holdings, Inc. (the "Company") to Xxx Xxxx, an employee
of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
55
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxx
XxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxx
Xxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
56
Β
Exhibit
99(xxviii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
February 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxx Xxxxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
57
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxx
XxxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxx
Xxxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
58
Β
Exhibit
99(xxix)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
February 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxx Xxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
59
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxx
Xxxxxxx
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxx
Xxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
60
Β
Β
Exhibit
99(xxx)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
February 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxx Xxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Nineteen Million Five Hundred
Thousand (19,500,000), shares of the Company's common stock, par value
$0.0001, the options will have a floating option price set at 50% of the
market price at the time of exercise. The options and shares issued
subject to the options shall be issued pursuant to a registration
statement on Form S-8 under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Nineteen Million
Five Hundred Thousand (19,500,000) shares of Common Stock, on the terms
and conditions set forth herein and subject to the provisions of the Form
S-8 registration statement in exchange for services provided by Employee
to the Company, the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
61
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxx
XxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxx
Xxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
62
Β
Β
Exhibit
99(xxxi)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
March, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxx Xxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate and grant a bonus to Optionee for these services by
issuing Optionee an option (the "Option") to purchase a total of Twenty
Million (20,000,000), shares of the Company's common stock.Β Β The
options will have a floating option price set at 50% of the market price
at the time of exercise.Β Β The shares issued subject to the
options shall be issued pursuant to a registration statement on Form S-8
under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Twenty Million
(20,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
63
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxx
Xxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
64
Β
Β
Exhibit
99(xxxii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
March 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxxx X. Xxxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Twenty Five Million
(25,000,000), shares of the Company's common stock, par value $0.0001, the
options will have a floating option price set at 50% of the market price
at the time of exercise.Β Β The options and shares issued subject
to the options shall be issued pursuant to a registration statement on
Form S-8 under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Twenty Five Million
(25,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
65
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxxx X.
XxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxxx
X. Xxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
66
Β
Β
Exhibit
99(xxxiii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective
thisΒ Β Β Β Β day of March 2008 by Nexia Holdings, Inc. (the
"Company") to Xxxxxx Xxxxxxx, an employee of the Company ("Optionee") and a Utah
resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Twenty Million (20,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Twenty Million
(20,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
67
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxx
XxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxx
Xxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
68
Β
Β
Exhibit
99(xxxiv)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
March, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxx Xxxxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate and grant a bonus to Optionee for these services by
issuing Optionee an option (the "Option") to purchase a total of Twenty
Five Million (25,000,000), shares of the Company's common
stock.Β Β The options will have a floating option price set at 50%
of the market price at the time of exercise.Β Β The shares issued
subject to the options shall be issued pursuant to a registration
statement on Form S-8 under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Twenty Five Million
(25,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
69
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxx
XxxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxx
Xxxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
70
Β
Β
Exhibit
99(xxxv)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
March 2008 by Nexia Holdings, Inc. (the "Company") to Xxx Xxxx, an employee of
the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Twenty Five Million
(25,000,000), shares of the Company's common stock, par value $0.0001, the
options will have a floating option price set at 50% of the market price
at the time of exercise. The options and shares issued subject to the
options shall be issued pursuant to a registration statement on Form S-8
under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Twenty Five Million
(25,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
71
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxx
XxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxx
Xxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
72
Β
Β
Exhibit
99(xxxvi)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
March 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxx Xxxxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Twenty Five Million
(25,000,000), shares of the Company's common stock, par value $0.0001, the
options will have a floating option price set at 50% of the market price
at the time of exercise. The options and shares issued subject to the
options shall be issued pursuant to a registration statement on Form S-8
under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Twenty Five Million
(25,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
73
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxx
XxxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxx
Xxxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
74
Β
Β
Exhibit
99(xxxvii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective
thisΒ Β Β Β Β Β day of March, 2008 by Nexia Holdings,
Inc. (the "Company") to Xxxxxx
Xxxxxx, a consultant and employee of the Company ("Optionee") and a Utah
resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Twenty Million (20,000,000),
shares of the Company's common stock.Β Β The options will have a
floating option price set at 50% of the market price at the time of
exercise.Β Β The shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Twenty Million
(20,000,000) Shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Consultant to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time prior to one year from the grant date of this
Option.Β Β All rights to exercise this option end with the
termination of employment with the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
75
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxx
Xxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
76
Β
Β
Exhibit
99(xxxviii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
4th
day of April 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxx X. Xxxxxxx,
an employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock. The options will have a floating
option price set at 50% of the market price at the time of
exercise.Β Β The shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
77
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxx X.
XxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxx
X. Xxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
78
Β
Β
Exhibit
99(xxxix)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
4th
day of April 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxxx Xxxxxxxx,
an employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock. The options will have a floating
option price set at 50% of the market price at the time of
exercise.Β Β The shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
79
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxxx
XxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxxx
Xxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
80
Β
Β
Exhibit
99(xl)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
Β day of
April, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxx Xxxx, a consultant
and employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Ten Million (10,000,000),
shares of the Company's common stock. The options will have a floating
option price set at 50% of the market price at the time of
exercise.Β Β The shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Ten Million
(10,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Consultant to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
81
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxx
XxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxx
Xxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
82
Β
Β
Exhibit
99(xli)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this 14th
day of April, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxx Xxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate and grant a bonus to Optionee for these services by
issuing Optionee an option (the "Option") to purchase a total of Twenty
Million (20,000,000), shares of the Company's common stock.Β Β The
options will have a floating option price set at 50% of the market price
at the time of exercise.Β Β The shares issued subject to the
options shall be issued pursuant to a registration statement on Form S-8
under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Twenty Million
(20,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
83
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxx
Xxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
84
Β
Β
Exhibit
99(xlii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
14th
day of April 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxxx X.
Xxxxxxxx, an employee of the Company ("Optionee") and a Utah
resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Thirty Five Million
(35,000,000), shares of the Company's common stock, par value $0.0001, the
options will have a floating option price set at 50% of the market price
at the time of exercise.Β Β The options and shares issued subject
to the options shall be issued pursuant to a registration statement on
Form S-8 under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Thirty Five Million
(35,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
85
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxxx X.
XxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxxx
X. Xxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
86
Β
Β
Exhibit
99(xliii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
14th
day of April 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxx Xxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Twenty Five Million
(25,000,000), shares of the Company's common stock, par value $0.0001, the
options will have a floating option price set at 50% of the market price
at the time of exercise. The options and shares issued subject to the
options shall be issued pursuant to a registration statement on Form S-8
under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Twenty Five Million
(25,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
87
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxx
XxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxx
Xxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
88
Β
Β
Exhibit
99(xliv)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
14th
day of April, 2008 by Nexia Holdings, Inc. (the "Company") to Xxxx Xxxxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate and grant a bonus to Optionee for these services by
issuing Optionee an option (the "Option") to purchase a total of Forty
Million (40,000,000), shares of the Company's common stock.Β Β The
options will have a floating option price set at 50% of the market price
at the time of exercise.Β Β The shares issued subject to the
options shall be issued pursuant to a registration statement on Form S-8
under the Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Forty Million
(40,000,000), shares of Common Stock, on the terms and conditions set
forth herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter of
instruction to the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid within 10 days
of the sale or as otherwise specified at the time of
exercise.Β Β Shares issued in anticipation of the exercise of the
option shall not be deemed as issued and outstanding until such time as
the option has been fully exercised by payment of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
89
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxx
XxxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxx
Xxxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
90
Β
Β
Exhibit
99(xlv)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
14th
day of April 2008 by Nexia Holdings, Inc. (the "Company") to Xxx Xxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Thirty Million (30,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Thirty Million
(30,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
91
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxx
XxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxx
Xxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
92
Β
Β
Exhibit
99(xlvi)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
14th
day of April 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxx Xxxxxxxxx,
an employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Thirty Million (30,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Thirty Million
(30,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
93
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxx
XxxxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxx
Xxxxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
94
Β
Β
Exhibit
99(xlvii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
14th
day of April 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxx Xxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Thirty Million (30,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Thirty Million
(30,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
95
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxx
XxxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxx
Xxxxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
96
Β
Β
Exhibit
99(xlviii)
STOCK OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
14th
day of April 2008 by Nexia Holdings, Inc. (the "Company") to Xxxxxxx Xxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
Β
|
A.
|
The
Company has received valuable services from Optionee in the past and
desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Twenty Million (20,000,000),
shares of the Company's common stock, par value $0.0001, the options will
have a floating option price set at 50% of the market price at the time of
exercise. The options and shares issued subject to the options shall be
issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form
S-8").
|
GRANT
Β
|
1.
|
Grant of
Options.Β Β The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Twenty Million
(20,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration
statement in exchange for services provided by Employee to the Company,
the options shall vest immediately upon the exercise
hereof.
|
Β
|
2.
|
Term of
Option.Β Β This Option may be exercised, in whole or in
part, at any time within 1 year from the grant date above.Β Β All
rights to exercise this option end with the termination of employment with
the Company, for any reason and by any
party.
|
Β
|
3.
|
Method of
Exercising.Β Β This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this reference,
setting forth the number of Options along with a signed letter indicating
that the specified exercise price shall be paid within 10 days of the sale
or as otherwise specified at the time of exercise.Β Β Shares
issued in anticipation of the exercise of the option shall not be deemed
as issued and outstanding until such time as the option has been fully
exercised by payment of the option of the option
price.
|
Β
|
4.
|
Optionee Not an
Affiliate.Β Β Optionee hereby represents, warrants and
covenants that he isΒ Β not an affiliate of the Company as that
term is defined in Rule 144(a)(1) under theΒ Β Securities Act of
1933.
|
Β
|
5.
|
Availability of
Shares.Β Β During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.
|
Β
|
6.
|
Adjustments to Number
of Shares.Β Β The number of shares of Common Stock subject
to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
|
Β
97
Β
Β
|
7.
|
Limitation on
Exercise.Β Β If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal
law, this Option may not be exercised, in whole or part, until such
listing, registration, or qualification shall have been obtained free of
any conditions not acceptable to the board of
directors.
|
Β
|
8.
|
Restrictions on
Transfer.Β Β The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of
the Option will be qualified for registration under a Form S-8
Registration Statement filed with the Securities and Exchange
Commission.
|
Β
|
9.
|
Record
Owner.Β Β The Company may deem the Optionee as the absolute
owner of this Option for all purposes.Β Β This Option is
exercisable only by the Optionee, or by the Optionee's duly designated
appointed representative.Β Β This Option is not
assignable.
|
Β
|
10.
|
Shareholder's
Rights.Β Β The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this
Option.
|
Β
|
11.
|
Information provided
to Optionee.Β Β Optionee hereby acknowledges that he/she
has been informed of the web address for or has received a printed copy of
the S-8 Registration Statement for the 2008 Employee Benefit Plan for
Nexia Holdings, Inc. and the 10(a) prospectus with regard to that benefit
plan, prior to signing this
agreement
|
Β
|
12.
|
Validity and
Construction.Β Β The validity and construction of this
Agreement shall be governed by the laws of the State of
Utah.
|
IN WITNESS WHEREOF, the below
signatures evidence the execution of this Option by the parties on the date
first appearing herein.
OPTIONEE
|
Nexia
Holdings, Inc.
|
Β | Β |
/s/ Xxxxxxx
XxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
/s/ Xxxxxxx
XxxxxxΒ Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
|
Xxxxxxx
Xxxxx, Optionee
|
Xxxxxxx
Xxxxxx, President
|
Β
Β
98