EXHIBIT 10.3
EXHIBIT B
DREAMPLAY OPTION AGREEMENT
MEMORANDUM OF AGREEMENT made as of the 16th day of February,
1999
BETWEEN:
CYBERSTATION LIMITED, a company organized and existing under
the laws of St. Kitts
(hereinafter referred to as the "Cyberstation")
OF THE FIRST PART
- and -
PLAYERS LIMITED, a corporation organized and existing under
the laws of Antigua
(hereinafter referred to as the "Players")
OF THE SECOND PART
- and -
DREAMPLAY RESEARCH CORPORATION, a corporation organized and
existing under the laws of the Province of Ontario
(hereinafter referred to as the "Company")
OF THE THIRD PART
WHEREAS Cyberstation owns all of the issued and outstanding
shares of the Company;
AND WHEREAS Cyberstation has agreed to grant Players options
to purchase such shares;
NOW THEREFORE, in consideration of the premises and the
respective covenants and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each of the parties, hereto, the parties hereto hereby covenant
and agree as follows:
1. In this Agreement:
"EXPIRY DATE" has the meaning ascribed thereto in Section 3 of
this Agreement;
"OPTION" has the meaning ascribed thereto in Section 2 of this
Agreement;
"OPTIONED SHARES" means all of the issued and outstanding
Common Shares in the capital of the Company;
"PURCHASE PRICE" has the meaning ascribed thereto in Section 2
of this Agreement; and
"TERM OF THE OPTION" has the meaning ascribed thereto in
Section 3 of this Agreement;
2. Cyberstation hereby grants to Players, subject to the terms and conditions
hereinafter set forth, an irrevocable option (the "Option") to subscribe for the
Optioned Shares at a total price of $100.00 (the "Purchase Price").
3. Players shall have the right to exercise the Option with respect to all or
any part of the Shares from time to time in accordance with the provisions of
this Agreement commencing on the date hereof and expiring on December 31, 2009
(such date being herein called the "Expiry Date" and such period of time being
herein called the "Term of the Option"). On the Expiry Date, the Option shall
forthwith expire and terminate and be of no further force or effect whatsoever
as to such of the Optioned Shares in respect of which the Option has not then
been exercised.
The Option hereby granted shall be exercisable at any time during the
term of the Option by Players delivering or sending by prepaid registered mail a
notice in writing addressed to Cyberstation to the attention of the
Secretary-Treasurer, which notice shall specify therein that the Option is being
exercised and shall be accompanied by cheque in the amount of the Purchase
Price. Any such mailed notice and payment shall be deemed received on the fifth
day following that date on which an envelope containing same was deposited duly
addressed, registered and postage prepaid, in a mail box or post office. Upon
any such exercise of Option as aforesaid, Cyberstation shall deliver to Players
within five business days following receipt by Cyberstation of any such notice
of exercise of the Option and payment certificates in the name of Players
representing in aggregate Optioned Shares.
4. Nothing herein contained or done pursuant hereto shall obligate Players to
purchase or pay for the Optioned Shares.
5. The Company hereby covenants and agrees that, so long as the Option is
outstanding, it will not issue any shares or enter into any agreements,
subscriptions, warrants, options or commitments, nor grant any rights or
privileges capable of becoming an agreement, subscription, warrant, option or
commitment obligating the Company to issue any additional shares or other
securities.
6. (a) In the event of any subdivision, division or
reclassification of the Optioned Shares of the Company at any
time prior to the Expiry Date into a greater number of shares,
the Company shall deliver at the time of any exercise
thereafter of the Option such additional number of Optioned
Shares as would have resulted from such subdivision, division
or reclassification if such Option had been exercised prior to
the date of such subdivision, division or reclassification.
(b) In event of any consolidation or change of the Optioned Shares
at any time prior to the Expiry Date into a lesser number of
shares, the number of Optioned Shares delivered by the Company
on any exercise thereafter of the Option shall be reduced to
such number of Optioned Shares as would have resulted from
such consolidation or change if such Option had been exercised
prior to the date of such consolidation or change.
-2-
(c) If any capital reorganization or reclassification of the
capital stock of the Company, or the consolidation or merger,
or amalgamation of the Company with another company, or the
sale of all or substantially all of the assets to another
corporation, shall be effected, then as a condition of such
reorganization, reclassification, consolidation, merger,
amalgamation or sale, lawful and adequate provision shall be
made whereby Players shall thereafter have the right to
purchase and receive upon the basis and upon the terms and
conditions specified in the Option and in lieu of the Optioned
Shares immediately theretofore purchasable and receivable upon
the exercise of the rights represented hereby, such shares of
stock, securities or assets as may be issued or payable with
respect to or in exchange for a number of outstanding Optioned
Shares equal to the number of Optioned Shares immediately
theretofore purchasable and receivable upon the exercise of
the rights represented hereby had such reorganization,
reclassification, consolidation, merger, amalgamation or sale
not taken place and in any such case, appropriate provision
shall be made with respect to the rights and interests of
Players to the end that provisions hereof shall thereafter be
applicable, as nearly as may be, in relation to any shares of
stock, securities or assets thereafter deliverable upon the
exercise hereof. The Company shall not effect any such
consolidation, merger, amalgamation or sale, unless prior to
or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such
consolidation or merger or amalgamation or the corporation
purchasing such assets shall assume by written instrument
executed and mailed or delivered to Players at the address of
Players appearing on the books of the Company, the obligation
to deliver to Players such shares or stock, securities or
assets as, in accordance with the foregoing provisions,
Players may be entitled to purchase.
7. Players shall have no rights whatsoever as a shareholder in respect of any of
the Shares (including any right to receive dividends or other distributions
therefrom or thereon) other than in respect of Optioned Shares in respect of
which Players shall have exercised the Option in the manner provided herein and
which Players shall have actually taken up and paid for.
8. Time shall be of the essence of this Agreement.
9. This Agreement may not be assigned by any party hereto in whole or in part
without the prior written consents of the other parties thereto.
10. In this Agreement, the masculine gender includes the feminine and neuter
genders and vice-versa, and the singular includes the plural and vice-versa, as
the context may require.
11. This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their successors and permitted assigns.
-3-
IN WITNESS WHEREOF this Agreement has been executed on the
date first above written.
CYBERSTATION LIMITED
By:
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Xxxxxx Xxxxxxx, Authorized Signing Officer
PLAYERS LIMITED
By:
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Xxxxxxx X.X. Xxxxxx, President
DREAMPLAY RESEARCH CORPORATION
By:
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Xxxxxx Xxxxx, President
