EXHIBIT 10.8
STOCK OPTION AGREEMENT
----------------------
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
on this ____________, by and between CyberAds, Inc., a Florida corporation,
located at 0000 X.X. Xxxx Xxxxxxxxx, Xxxxx X-00, Xxxx Xxxxx, Xxxxxxx 00000 (the
"Company"), and Xxxxx X. Xxxxxxxx, an individual residing at 00000 Xxxxx Xxxx
Xxxxx Xxxxx Xxxxxxx 00000 (the "Optionee").
RECITALS
WHEREAS, the Company desires to grant to Optionee an irrevocable option
to purchase from the Company up to 200,000 shares of the $.001 par value Common
Stock of the Company at an exercise price of $1.00 per share (the "$1.00 Option
Shares"); and
WHEREAS, the Company desires to grant to Optionee an irrevocable option
to purchase from the Company up to 1,100,000 shares of the $.001 par value
Common Stock of the Company at an exercise price of $2.00 per share (the "$2.00
Option Shares")
NOW, THEREFORE, in consideration of the foregoing provisions, the
mutual covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:
x. Xxxxx of Option. The Company hereby grants, bargains, sells, conveys
and delivers unto Optionee an irrevocable right, option and privilege to
purchase, the entire right, title and interest of the $1.00 Option Shares and
$2.00 Option Shares (the "Option"), exercisable in the manner set forth below.
b. Option Price. The price that Optionee shall pay for the $1.00 Option
Shares and $2.00 Option Shares upon exercise of the Option shall be $1.00 per
share for the $1.00 Option Shares and $2.00 per share for the $2.00 Option
Shares (collectively the "Option Price").
c. Option Period. The Option may be exercised at any time and from time
to time commencing on the date of this Agreement (the "Option Period").
d. Exercise of Option. The Option Shares may be exercised by Optionee
during the Option Period by delivery to the Company of the Option Price in
certified funds, along with a written notice, substantially in the form attached
hereto as Exhibit A, indicating that Optionee is electing to exercise the Option
to acquire the Option Shares.
e. Adjustments. In the event of a declaration of a stock dividend,
recapitalization, stock split-up, combination, or exchange, or other similar
event that directly affects the Company's capitalization or its Common Stock,
the number of Option Shares available for purchase under this Option and the
exercise price of any outstanding Option shall be appropriately adjusted by the
Board of Directors of the Company. The Board of Directors shall give notice of
any adjustments to the Optionee and such adjustments shall be effective and
binding on Optionee thereafter. If because of one or more recapitalizations,
reorganizations or other corporate events, the holders of outstanding Common
Stock receive something other than shares of Common Stock, then, upon exercise
of the Option, the Optionee shall receive what the Optionee would have received
had the Optionee exercised the Option immediately before the first such
corporate event and not disposed of anything the Optionee received as a result
of the corporate event.
f. Securities Laws. The Option and the Option Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"). All shares
of Common Stock acquired upon the exercise of the Option shall be "restricted
securities" as that term is defined in Rule 144 promulgated under the Act. The
certificate representing the shares shall bear an appropriate legend restricting
their transfer. Such shares cannot be sold, transferred, assigned or otherwise
hypothecated without registration under the Act or unless a valid exemption from
registration is then available under applicable federal and state securities
laws and the Company has been furnished with an opinion of counsel satisfactory
in form and substance to the Company that such registration is not required.
g. Piggy Back Registration Rights.
Commencing 6 months from the date of this Agreement, Optionee
will have piggyback registration rights, subject to certain restrictions. If at
any time the Company prepares and files one or more registration statements
under the Act with respect to a public offering of its equity securities, or of
any of its securities held by its security holders (other than a registration
statement on Forms X-0, X-0, or similar form) the Company will include in the
registration statement information as is required, to permit a public offering
of the Option Shares in this Agreement. However, if, in the written opinion of
the managing underwriter (if any, for such offering) or the Company the
inclusion of Option Shares, when added to the securities being registered by the
Company or its selling security holders, would exceed the maximum amount of
securities that could be marketed without otherwise materially and adversely
affecting the entire offering, then the Company may exclude shares required to
be registered so that the total number of securities to be registered is within
the maximum number of shares that, in the opinion of the managing underwriter or
Company, may be marketed without otherwise materially and adversely affecting
the entire offering. The Company will bear all fees and expenses other than the
fees and expenses of Optionee's counsel incurred in the preparation and filing
of a registration statement and related state registrations, to the extent
permitted by applicable law, and the furnishing of copies of the preliminary and
final prospectus. In connection with filing of a registration statement,
2
Optionee may be required to furnish certain information and must agree to
indemnify the Company against any liabilities or damages, including liabilities
arising under the Act, with respect to any information provided.
h. Notices. All notices, waivers, demands and instructions given in
connection with this Agreement shall be made in writing, with a copy to each
party, and shall be deemed to have been duly given and delivered (a) 5 days
after posting if mailed by U.S. Mail, certified or registered, return receipt
requested, postage prepaid, or (b) upon receipt if sent by overnight courier
maintaining records of receipt by addresses, by hand or by telecopy, with the
original notice being sent the same day by one of the foregoing methods,
addressed as first above written (or to such other address as a party may from
time to time designate by notice to all other parties as aforesaid).
i. Further Assurances. Each of the parties hereto shall execute such
other instruments, documents and papers and shall take such further actions as
may be reasonably required or appropriate to carry out the provisions hereof.
j. Entire Agreement. This Agreement constitutes the full and complete
understanding of the parties with respect to its subject matter, is an exclusive
statement of the terms and conditions of their agreement in relation hereto, and
supersedes all prior negotiations, understandings and agreements, whether
written or oral, between the parties with respect hereto.
k. Governing Law. This Agreement shall be governed by, construed under,
and enforced in accordance with the laws of the State of Florida without regard
to any conflict-of-laws provisions to the contrary.
l. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which, when
taken together shall constitute one and the same instrument.
m. Assignment. Optionee may not assign this Option without the prior
written consent of the Company. No exercise of any rights conveyed under this
Option by any assignee of Optionee shall be enforceable against the Company
until such time as Optionee has written consent of the Company regarding the
terms of such assignment.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
THE COMPANY:
CYBERADS, INC.
By:/s/Xxxxxxxx Xxxxxxxx
------------------------------
Xxxxxxxx Xxxxxxxx
Its Chief Executive Officer
OPTIONEE:
Xxxxx Xxxxxxxx
--------------
Xxxxx X. Xxxxxxxx
3
EXHIBIT A
---------
NOTICE OF EXERCISE
The undersigned hereby irrevocably elects to exercise the within Option
to the extent of purchasing ____________ shares of Common Stock of CyberAds,
Inc., a Florida corporation, and hereby makes payment of $_________ in payment
therefor.
--------------------------------
Xxxxx X. Xxxxxxxx
--------------------------------
Date
INSTRUCTIONS FOR ISSUANCE OF STOCK
Name: ______________________________________________________________________
(Please type or print in block letters.)
Address: ___________________________________________________________________
___________________________________________________________________
Social Security Number: ____________________________________________________
