NON-QUALIFIED STOCK OPTION AGREEMENT SENTISEARCH, INC.
AGREEMENT
made as of the 8th day of
September, 2010 (the “Grant Date”) between SentiSearch, Inc. (the “Company”), a
Delaware corporation and Xxxx Xxxxx (the “Grantee”).
WHEREAS,
the Company desires to grant to the Grantee a Non-Qualified Option to purchase
150,000 shares of its common stock, $0.0001 par value per share (the “Common
Stock”) under and for the purposes of the 2010 Stock Incentive Plan of the
Company (the “Plan”) pursuant to the terms thereof;
WHEREAS,
the Company and the Grantee understand and agree that unless otherwise defined
herein any terms used herein have the same meanings as in the Plan.
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto agree as
follows:
1. Grant of
Option. The Company hereby grants to the Grantee the right and
option (the “Option”) to purchase all or any part of an aggregate of One Hundred
Fifty Thousand (150,000) shares of its Common Stock (the “Shares”), on the terms
and conditions and subject to all the limitations set forth herein and in the
Plan, which is incorporated herein by reference. The Grantee
acknowledges receipt of a copy of the Plan.
2. Purchase
Price. The purchase price of the Shares covered by the Option
(the “Purchase Price”) shall be $0.28 per share.
3. Exercise of
Option. The Option granted hereby shall be exercisable as to
all of the Shares covered thereby commencing on the Grant Date.
4. Term of
Option. The Option shall terminate ten (10) years from the
date of this Agreement, but shall be subject to earlier termination as provided
herein or in the Plan.
5. Non-Assignability. Except
as set forth in this Section 5, without the written consent of the Company
(which will not be unreasonably withheld, taking into account, among other
considerations, the nature of the Company’s business), the Option shall not be
transferable by the Grantee otherwise than by will or the laws of descent and
distribution. The Grantee may transfer this Option (i) through one or
more successive gifts or a domestic relations order, to a family member, or (ii)
to an entity in which more than 50% of the voting interests are owned by family
members (or the Grantee) in exchange for an interest in that
entity. A “family member”, for purposes of this Section 5, includes
any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the employee’s household (other than a tenant
or employee), a trust in which these persons have more than 50% of the
beneficial interest, a foundation in which these persons (or the Grantee)
control the management of assets, and any other entity in which these persons
(or the Grantee) own more than 50% of the voting interests.
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6. Exercise of Option and Issue
of Shares.
The
Option may be exercised in whole or in part (to the extent that it is
exercisable in accordance with its terms) by giving written notice to the
Company, together with the tender of the Purchase Price of the Shares covered by
the Option. Such written notice shall be signed by the person
exercising the Option, shall state the number of Shares with respect to which
the Option is being exercised, shall contain any warranty required by Section 7
below and shall otherwise comply with the terms and conditions of this Agreement
and the Plan. The Company shall pay all original issue taxes with
respect to the issue of the Shares pursuant hereto and all other fees and
expenses necessarily incurred by the Company in connection
herewith. Except as specifically set forth herein, the Grantee or
other holder of this Option acknowledges that any income or other taxes due from
him with respect to this Option or the Shares issuable pursuant to this Option
shall be the responsibility of the holder. The holder of this Option
shall have rights as a stockholder only with respect to any Shares covered by
the Option after due exercise of the Option and tender of the full Purchase
Price for the Shares being purchased pursuant to such exercise.
7. Purchase for
Investment. Unless the offering and sale of the Shares to be
issued upon the particular exercise of the Option shall have effectively
registered under the Securities Act of 1933, as now in force or hereafter
amended, or any successor legislation (the “Act”), the Company shall be under no
obligation to issue the Shares covered by such exercise unless and until the
following conditions have been fulfilled:
(a) The
person(s) who exercise the Option shall warrant to the Company, at the time of
such exercise, that such person(s) are acquiring such Shares for his or her own
account, for investment and not with a view to, or for sale in connection with,
the distribution of any such Shares, in which event the person(s) acquiring such
Shares shall be bound by the provisions of the following legend or a
substantially similar legend which shall be endorsed upon the certificate(s)
evidencing their option Shares issued pursuant to such
exercise:
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“The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the “Act”). Such shares may not
be sold, transferred, hypothecated or otherwise disposed of unless they have
first been registered under the Act or, unless, in the opinion of counsel
satisfactory to the Company’s counsel, such registration is not
required.”
(b) If
deemed necessary by the Company, it shall have received an opinion of its
counsel that the Shares may be issued upon such particular exercise in
compliance with the Act without registration thereunder. Without
limiting the generality of the foregoing, the Company may delay issuance of the
Shares until completion of any action or obtaining of any consent, which the
Company deems necessary under any applicable law (including without limitation
state securities or “blue sky” laws).
8. Notices. Any
notices required or permitted by the terms of this Agreement or the Plan shall
be given by registered or certified mail, return receipt requested, addressed as
follows:
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To
the Company:
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0000
Xxxxx Xxxxxxx Xxxxx, 0xx
Xxxxx
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Xxxx
Xxxx Xxxxx, XX 00000
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Attention: Chief
Executive Officer
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To
the Grantee:
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Xxxx
Xxxxx
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0000
Xxxxx Xxxx
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Xxxxx
Xxxx, XX 00000
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or to
such other address or addresses of which notice in the same manner has
previously been given. Any such notice shall be deemed to have been
given when mailed in accordance with the foregoing provisions. Either
party hereto may change the addresses to which notices hereunder may be given by
providing the other party hereto with written notice of such
change.
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9. Governing
Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware.
10. Benefit of
Agreement. This Agreement shall be for the benefit of and
shall be binding upon the heirs, executors, administrators and successors of the
parties hereto.
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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer, and the Grantee has hereunto set his hand, all as of
the day and year first above written.
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By:
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/s/ Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title: Chief
Executive Officer
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By:
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/s/ Xxxx Xxxxx
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Xxxx
Xxxxx, Grantee
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