Exhibit 10.9
KNOWLEDGELINK INTERACTIVE, INC.
1998 STOCK INCENTIVE PLAN
PERFORMANCE STOCK OPTION GRANT AGREEMENT
This Grant Agreement (the "Agreement") is entered into by and between
KnowledgeLink Interactive, Inc., a Delaware corporation (the "Corporation"), and
Xxxx Xxxxxxxx ("Grantee"), effective as of March 30, 1999 (the "Grant Date").
In consideration of the premises, mutual covenants and agreements
herein, the Corporation and Grantee agree as follows:
ARTICLE 1
GRANT OF OPTION
SECTION 1.1 GRANT OF OPTION. The Corporation hereby grants to Grantee,
pursuant to the provisions of the KnowledgeLink Interactive, Inc. 1998 Stock
Incentive Plan (the "Plan"), a nonqualified stock option to purchase from the
Corporation, at a price of $0.01 per share (the "Exercise Price"), up to 50,000
shares of common stock of the Corporation, par value of $0.0001 per share
("Stock"), subject to the provisions of this Agreement (the "Option"). The
Option shall expire at 5:00 p.m. Eastern Time on the date ten years and one day
after the Grant Date (the "Expiration Date"), unless fully exercised or
terminated earlier pursuant to this Agreement. Unless stated otherwise herein,
capitalized terms in this Agreement shall have the meaning set forth in the
Plan.
ARTICLE 2
VESTING
SECTION 2.1 VESTING SCHEDULE. Unless the Option has earlier terminated
pursuant to the provisions of this Agreement and subject to the condition
precedent in the next sentence, Grantee shall become vested in the shares
subject to the Option pro rata over three years in accordance with the vesting
schedule attached hereto and made a part hereof (the "Vesting Schedule").
Notwithstanding the preceding sentence, no vesting under the attached Vesting
Schedule shall occur and Grantee shall remain 0% vested in the shares subject to
the Option at all times, unless and until the Administrator, in its sole
discretion, determines that the performance objectives attached hereto and made
a part hereof (the "Statement of Performance Objectives") are satisfied in full
by the Achievement Date (as specified on the Statement of Performance
Objectives). The Administrator shall make its determination as soon as
practicable after December 31, 1999.
If the Administrator determines that the Performance
Objectives have been satisfied in full as of the Achievement Date, then Grantee
shall become vested in shares subject to the Option in accordance with the
Vesting Schedule. If the Administrator determines that the Performance
Objectives have not been satisfied in full as of the Achievement Date, then the
Option shall terminate in its entirety immediately upon such determination and
shall be of no further force or effect. In all events, Grantee
shall become vested in shares on a vesting date only if Grantee has been in the
continuous employ of the Corporation from the Grant Date through the applicable
date upon which vesting is scheduled to occur.
SECTION 2.2 ACCELERATION OF VESTING. Unless the Option has earlier
terminated pursuant to the provisions of this Agreement, the Performance
Objectives shall be deemed satisfied and the vesting of the Option granted to
Grantee hereunder shall be accelerated so that the unvested portion of the
Option shall become one hundred percent (100%) vested in Grantee upon a Change
of Control. For purposes of this Agreement, the term "Change of Control" shall
mean (i) the sale of all or substantially all of the assets of the Corporation,
(ii) the sale of more than fifty percent (50%) of the outstanding capital stock
of the Corporation in a non-public sale, (iii) the dissolution or liquidation of
the Corporation, or (iv) any merger, share exchange, consolidation or other
reorganization or business combination of the Corporation if immediately after
such transaction either (A) persons who were directors of the Corporation
immediately prior to such transaction do not constitute at least a majority of
the directors of the surviving entity, or (B) persons who hold a majority of the
voting capital stock of the surviving entity are not persons who held a majority
of the voting capital stock of the Corporation immediately prior to such
transaction.
ARTICLE 3
EXERCISE OF OPTION
SECTION 3.1 EXERCISABILITY OF OPTION. Pursuant to the terms of this
Agreement, the Option may be exercised at any time, and from time to time, with
respect to the number of shares subject to the Option in which Grantee is then
vested.
SECTION 3.2 SHAREHOLDERS' AGREEMENT. The Administrator in its sole
discretion may require as a condition precedent to the exercise of the Option
granted pursuant to Section 1.1, that Grantee or such other person exercising
the Option be, or shall execute and become, a party to a Shareholders' Agreement
in substantially in the form attached hereto as Exhibit A.
SECTION 3.3 MANNER OF EXERCISE. The Option may be exercised, in whole
or in part, by delivering written notice to the Administrator in such form as
the Administrator may require from time to time; provided, however, that the
Option may not be exercised at any one time as to fewer than one hundred (100)
shares (or such number of shares as to which the Option is then exercisable if
such number of shares then exercisable is less than one hundred (100)). Such
notice shall specify the number of shares of Stock subject to the Option as to
which the Option is being exercised, and shall be accompanied by full payment of
the Exercise Price for such shares. Payment of the Exercise Price shall be made
in cash (or cash equivalents acceptable to the Administrator in the
Administrator's discretion). In the Administrator's sole and absolute
discretion, the Administrator may authorize payment of the Exercise Price to be
made, in whole or in part, by such other means as the Administrator may
prescribe. The Option may be exercised only in multiples of whole shares and no
partial shares shall be issued.
If the Stock is registered under Section 12(b) of the
Securities Exchange Act of 1934, as amended, the Administrator, subject to such
limitations as it may determine, may authorize payment of the exercise price, in
whole or in part, by delivery of a properly executed exercise notice, together
with irrevocable instructions: (i) to a brokerage firm approved by the
Corporation to deliver promptly to the Corporation the aggregate amount of sale
or loan proceeds to pay the exercise price and any withholding tax obligations
that may arise in connection with the exercise, and (ii) to the Corporation to
deliver the certificates for such purchased shares directly to such brokerage
firm.
SECTION 3.4 ISSUANCE OF SHARES AND PAYMENT OF CASH UPON EXERCISE. Upon
exercise of the Option, in whole or in part, in accordance with the terms of
this Agreement and upon payment of the Exercise Price for the shares of Stock as
to which the Option is exercised and delivery of such executed Shareholders'
Agreement as may be required by the Administrator pursuant to Section 3.2, the
Corporation shall issue to Grantee or such other person exercising the Option,
as the case may be, the number of shares of Stock so paid for, in the form of
fully paid and nonassessable Stock and shall deliver certificates therefor as
soon as practicable thereafter. The stock certificates for any shares of Stock
issued hereunder shall, unless such shares are registered or an exemption from
registration is available under applicable federal and state law, bear a legend
restricting transferability of such shares and referencing the Shareholders'
Agreement, if applicable.
ARTICLE 4
TERMINATION OF OPTION
SECTION 4.1 TERMINATION, IN GENERAL. The Option granted hereby shall
terminate and be of no force or effect after the Expiration Date set forth in
Section 1.1, unless terminated prior to such time as provided below or in
Section 2.1.
SECTION 4.2 TERMINATION OF EMPLOYMENT FOR REASON OTHER THAN RETIREMENT,
DEATH OR DISABILITY. Unless the Option has earlier terminated pursuant to the
provisions of this Agreement, (i) the unvested portion of the Option shall
terminate immediately upon the Grantee's termination of employment with the
Corporation for any reason and (ii) the vested portion of the Option shall
terminate ninety days after the date Grantee is no longer employed by the
Corporation and its Affiliates for any reason other than Grantee's Retirement,
death or Disability. Unless sooner terminated, the Option shall terminate in its
entirety upon the expiration of such ninety-day period. Notwithstanding the
foregoing, the Option shall terminate in its entirety, regardless of whether the
Option is vested in whole or in part, upon termination of the employment of the
Grantee by the Corporation or an Affiliate for "Cause."
If Grantee is a party to a written employment agreement with the
Corporation or an Affiliate which contains a definition of "cause", "termination
for cause" or words of similar import, whether such Grantee is terminated for
"Cause" pursuant to this Section 4.2 shall be determined according to the terms
of and in a manner consistent with the provisions of such written employment
agreement. If Grantee is not party to such a written employment agreement with
the Corporation or an Affiliate, then for purposes of
this Section 4.2, "Cause" shall mean (i) gross negligence or willful misconduct
or any substantiated act by Grantee involving dishonesty or bad faith against
the Corporation or an Affiliate, or any act or omission that demonstrates a lack
of integrity of Grantee with respect to the Corporation or an Affiliate; (ii)
Grantee engaging in acts or omissions the likely consequence of which is
material injury to the Corporation's or an Affiliate's business, property or
reputation; (iii) breach or threatened breach by Grantee of any non-competition
or confidentiality agreement entered into between Grantee and the Corporation or
its Affiliate; (iv) chronic use of alcohol, drugs or other similar substances
affecting Grantee's work performance; or (v) Grantee being convicted of, or
pleading guilty or nolo contendere to, or being indicted for a felony or other
crime involving theft, fraud or moral turpitude. The good faith determination by
the Administrator of whether the Grantee's employment was terminated by the
Corporation for "Cause" shall be final and binding for all purposes hereunder.
SECTION 4.3 TERMINATION OF EMPLOYMENT BY REASON OF RETIREMENT. Unless
the Option has earlier terminated pursuant to the provisions of this Agreement,
in the event that Grantee ceases, by reason of Retirement, to be an employee of
the Corporation or an Affiliate, (i) the unvested portion of the Option shall
terminate immediately and (ii) the outstanding Option may be exercised in whole
or in part with respect to the shares of Stock as to which the Option is vested
as of the date of Grantee's termination of employment at any time within ninety
days after such date of termination, but not later than the end of the stated
term of the Option. Unless sooner terminated, the Option shall terminate in its
entirety upon the expiration of such ninety-day period.
For purposes of this Agreement, Retirement shall mean termination of
employment on or after age 65 or termination of employment on or after the
attainment of such younger age and satisfaction of such minimum service
requirement, if any, specified by the Corporation's qualified retirement plan in
effect at such time, but excluding any termination for Cause.
SECTION 4.4 UPON GRANTEE'S DEATH. Unless the Option has earlier
terminated pursuant to the provisions of this Agreement, upon Grantee's death,
(i) the unvested portion of the Option shall terminate immediately and (ii)
Grantee's executor, personal representative, or the person to whom the Option
shall have been transferred by will or the laws of descent and distribution, as
the case may be, may exercise all or any part of the outstanding Option with
respect to the shares of Stock as to which the Option is vested as of the
Grantee's date of death, provided such exercise occurs within six months after
the date of Grantee's death, but not later than the end of the stated term of
the Option. Unless sooner terminated, the Option shall terminate in its entirety
upon the expiration of such six-month period.
SECTION 4.5 TERMINATION OF EMPLOYMENT BY REASON OF DISABILITY. Unless
the Option has earlier terminated pursuant to the provisions of this Agreement,
in the event that Grantee ceases, by reason of Disability, to be an employee of
the Corporation or an Affiliate, (i) the unvested portion of the Option shall
terminate immediately and (ii) the outstanding Option may be exercised in whole
or in part with respect to the shares of Stock as to which the Option is vested
as of the date of Grantee's termination of
employment due to Disability at any time within ninety days after the date of
such termination, but not later than the end of the stated term of the Option.
Unless sooner terminated, the Option shall terminate in its entirety upon the
expiration of such ninety-day period.
For purposes of this Agreement, Disability shall mean the inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months. The Administrator may require such proof of
Disability as the Administrator in its sole discretion deems appropriate and the
Administrator's determination as to whether Grantee is Disabled shall be final
and binding on all parties concerned.
ARTICLE 5
DRAG-ALONG RIGHTS
SECTION 5.1 DRAG-ALONG RIGHTS. If at any time any stockholder of the
Corporation, or group of stockholders, owning a majority or more of the capital
stock of the Corporation (hereinafter, the "Transferring Stockholders") proposes
to enter into any transaction involving (i) a sale of more than 50% of the
outstanding capital stock of the Corporation in a non-public sale or (ii) any
merger, share exchange, consolidation or other reorganization or business
combination of the Corporation immediately after which a majority of the
directors of the surviving entity is not comprised of persons who were directors
of the Corporation immediately prior to such transaction or after which persons
who hold a majority of the common stock of the surviving entity are not persons
who held a majority of the voting capital stock of the Corporation immediately
prior to such transaction, the Corporation may require Grantee to participate in
such transaction by giving Grantee written notice thereof at least ten days in
advance of the date of the transaction or the date that tender is required, as
the case may be (hereinafter referred to as the "Drag-Along Date").
Notwithstanding anything herein to the contrary and without Grantee's consent,
if such notice is provided to Grantee, then the outstanding Option, or a portion
thereof, as determined by the Corporation in its sole discretion and specified
in the written notice of the transaction, shall terminate effective as of the
Drag-Along Date, and shall be of no further force or effect thereafter, provided
that, in consideration therefor, Grantee receives from the Corporation, the
acquiror or the Corporation's successor, an aggregate amount equal to the
product of (i) the number of shares of Stock as to which the Option so
terminates, multiplied by (ii) the difference between (1) the Exercise Price per
share under the Option and (2) the price the Transferring Stockholders receive
per share of Stock pursuant to the terms of the transaction, adjusted as
determined by the Administrator to reflect the fact that the Exercise Price with
respect to the Option has not, in fact, been paid. The payment of such amount to
Grantee shall be made either upon the same terms and conditions as those
applicable to the Transferring Stockholders with respect to their Stock pursuant
to the terms of the transaction or via delivery of immediately available funds
within thirty days following the transaction, as determined in the sole
discretion of the payor.
ARTICLE 6
MISCELLANEOUS
SECTION 6.1 NON-GUARANTEE OF EMPLOYMENT. Nothing in the Plan or this
Agreement shall be construed as a contract of employment between the Corporation
(or an Affiliate) and Grantee, or as a contractual right of Grantee to continue
in the employ of the Corporation or an Affiliate, or as a limitation of the
right of the Corporation or an Affiliate to discharge Grantee at any time.
SECTION 6.2 NO RIGHTS OF SHAREHOLDER. Grantee shall not have any of the
rights of a shareholder with respect to the shares of Common Stock that may be
issued upon the exercise of the Option until such shares of Common Stock have
been issued to him upon the due exercise of the Option.
SECTION 6.3 NON-QUALIFIED NATURE OF AGREEMENT. This Agreement is
intended to be an agreement concerning a stock option arrangement which does not
qualify under section 422 of the Internal Revenue Code, and this Agreement shall
be so construed.
SECTION 6.4 THE CORPORATION'S RIGHTS. The existence of this Option
shall not affect in any way the right or power of the Corporation or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or other stocks with preference ahead of or
convertible into, or otherwise affecting the Stock or the rights thereof, or the
dissolution or liquidation of the Corporation, or any sale or transfer of all or
any part of the Corporation's assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.
SECTION 6.5 WITHHOLDING OF TAXES. The Corporation or any Affiliate
shall have the right to deduct from any compensation or any other payment of any
kind (including withholding the issuance of shares of Stock) due Grantee the
amount of any federal, state or local taxes required by law to be withheld as
the result of the exercise of the Option. In lieu of such deduction, the
Administrator may require Grantee to make a cash payment to the Corporation or
an Affiliate equal to the amount required to be withheld. If Grantee does not
make such payment when requested, the Corporation may refuse to issue any Stock
certificate under the Plan until arrangements satisfactory to the Administrator
for such payment have been made.
SECTION 6.6 GRANTEE. Whenever the word "Grantee" is used in any
provision of this Agreement under circumstances where the provision should
logically be construed to apply to the estate, personal representative or
beneficiary to whom this Option may be transferred by will or by the laws of
descent and distribution, the word "Grantee" shall be deemed to include such
person.
SECTION 6.7 NONTRANSFERABILITY OF OPTION. The Option shall be
nontransferable otherwise than by will or the laws of descent and distribution
and (ii) during the lifetime of Grantee, the Option may be exercised only by
Grantee or, during the period Grantee is
under a legal disability, by Grantee's guardian or legal representative. Except
as provided above, the Option may not be assigned, transferred, pledged,
hypothecated or disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process.
SECTION 6.8 NOTICES. All notices and other communications made or given
pursuant to this Agreement shall be in writing and shall be sufficiently made or
given if hand delivered or mailed by certified mail, addressed to Grantee at the
address contained in the records of the Corporation, or addressed to the
Administrator, care of the Corporation for the attention of its Secretary at its
principal office or, if the receiving party consents in advance, transmitted and
received via telecopy or via such other electronic transmission mechanism as may
be available to the parties.
SECTION 6.9 ENTIRE AGREEMENT; MODIFICATION. The Agreement contains the
entire agreement between the parties with respect to the subject matter
contained herein and may not be modified, except as provided in the Plan or in a
written document signed by each of the parties hereto. Any oral or written
agreements, representations, warranties, written inducements, or other
communications made prior to the execution of this Agreement shall be void and
ineffective for all purposes.
SECTION 6.10 CONFORMITY WITH PLAN. This Agreement is intended to
conform in all respects with, and is subject to all applicable provisions of,
the Plan, which is incorporated herein by reference. Inconsistencies between
this Agreement and the Plan shall be resolved in accordance with the terms of
the Plan. In the event of any ambiguity in this Agreement or any matters as to
which this Agreement is silent, the Plan shall govern.
SECTION 6.11 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland, other than the
conflict of laws principles thereof.
SECTION 6.12 HEADINGS. The headings in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer as of the date first above written.
ATTEST: KNOWLEDGELINK INTERACTIVE, INC.
By: /s/ Xxx X. Xxxxxxx
The undersigned hereby acknowledges that he/she has carefully read this
Agreement and the Plan and agrees to be bound by all of the provisions set forth
in such documents.
WITNESS: GRANTEE
/s/ Xxxx X. Xxxxxxxx
Date:
Enclosure: KnowledgeLink Interactive, Inc. 1998 Stock Incentive Plan
VESTING SCHEDULE
XXXX XXXXXXXX 3/30/99 STOCK OPTION GRANT
--------------- ------------------ ------------- ------------------ ------------ -------------------
AGGREGATE AGGREGATE AGGREGATE
PERCENTAGE PERCENTAGE PERCENTAGE
VESTING OF VESTED VESTING OF VESTED VESTING OF VESTED
DATE SHARES DATE SHARES DATE SHARES
--------------- ------------------ ------------- ------------------ ------------ -------------------
01/31/99 2.778% 01/31/00 36.111% 01/31/01 69.444%
--------------- ------------------ ------------- ------------------ ------------ -------------------
02/28/99 5.556% 02/29/00 38.889% 02/28/01 72.222%
--------------- ------------------ ------------- ------------------ ------------ -------------------
03/31/99 8.333% 03/31/00 41.667% 03/31/01 75.000%
--------------- ------------------ ------------- ------------------ ------------ -------------------
04/30/99 11.111% 04/30/00 44.444% 04/30/01 77.778%
--------------- ------------------ ------------- ------------------ ------------ -------------------
05/31/99 13.889% 05/31/00 47.222% 05/31/01 80.556%
--------------- ------------------ ------------- ------------------ ------------ -------------------
06/30/99 16.667% 06/30/00 50.000% 06/30/01 83.333%
--------------- ------------------ ------------- ------------------ ------------ -------------------
07/31/99 19.444% 07/31/00 52.778% 07/31/01 86.111%
--------------- ------------------ ------------- ------------------ ------------ -------------------
08/31/99 22.222% 08/31/00 55.556% 08/31/01 88.889%
--------------- ------------------ ------------- ------------------ ------------ -------------------
09/30/99 25.000% 09/30/00 58.333% 09/30/01 91.667%
--------------- ------------------ ------------- ------------------ ------------ -------------------
10/31/99 27.778% 10/31/00 61.111% 10/31/01 94.444%
--------------- ------------------ ------------- ------------------ ------------ -------------------
11/30/99 30.556% 11/30/00 63.889% 11/30/01 97.222%
--------------- ------------------ ------------- ------------------ ------------ -------------------
12/31/99 33.333% 12/31/00 66.667% 12/31/01 100%
--------------- ------------------ ------------- ------------------ ------------ -------------------
VESTING IN ACCORDANCE WITH THE ABOVE VESTING SCHEDULE SHALL NOT ACCRUE AND
GRANTEE SHALL BE 0% VESTED IN THE SHARES SUBJECT TO THE OPTION UNLESS AND UNTIL
THE ADMINISTRATOR DETERMINES THAT THE PERFORMANCE OBJECTIVES ARE SATISFIED IN
FULL AS OF THE ACHIEVEMENT DATE.
The number of shares subject to the Option in which the Grantee shall be vested
as of a particular vesting date shall be rounded down to the nearest whole
share. However, vesting will be rounded up to the nearest whole share with
respect to the last vesting date reflected on this Vesting Schedule.
STATEMENT OF PERFORMANCE OBJECTIVES
XXXX XXXXXXXX STOCK OPTION GRANT
Subject to the terms and conditions of the attached Stock Option Grant
Agreement, of which this Statement of Performance Objectives is a part, vesting
of shares subject to the Option is contingent upon the following performance
objectives being satisfied in full as of December 31, 1999 (the "Achievement
Date"), as determined in the sole discretion of the Administrator, which
determination will be made as soon as practicable after the Achievement Date:
50,000 shares for a successful launch of xxxxxxxx.xxx web site
and helper application
EXERCISE NOTICE
Administrator of 1998 Stock Incentive Plan
c/o Office of the Corporate Secretary
KnowledgeLink Interactive, Inc.
000 Xxxxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Gentlemen:
I, _________________________, hereby exercise the Option granted to me
on February ___, 1999, by KnowledgeLink Interactive, Inc. (the "Company"),
subject to all the terms and provisions thereof and of the KnowledgeLink
Interactive, Inc. 1998 Stock Incentive Plan (the "Plan"), and notify you of my
desire to purchase ____________ shares of Common Stock of the Company at a price
of $0.01 per share pursuant to the exercise of said Option. This will confirm my
understanding with respect to the shares to be issued to me by reason of this
exercise of the Option (the shares to be issued pursuant hereto shall be
collectively referred to hereinafter as the "Shares") as follows:
(a) I am acquiring the Shares for my own account for
investment with no present intention of dividing my interest with others or of
reselling or otherwise disposing of any of the Shares.
(b) The Shares are being issued without registration under the
Securities Act of 1933, as amended (the "Act"), in reliance upon one or more
exemptions contained in the Act, and such reliance is based in part on the above
representation.
(c) The certificates for the Shares to be issued to me will
bear a legend substantially as follows:
"The securities represented by this stock certificate
have not been registered under the Securities Act of 1933 (the "Act")
or applicable state securities laws (the "State Acts"), and shall not
be sold, pledged, hypothecated, donated, or otherwise transferred
(whether or not for consideration) by the holder except upon the
issuance to the Company of a favorable opinion of its counsel and/or
submission to the Company of such other evidence as may be satisfactory
to counsel for the Company, to the effect that any such transfer shall
not be in violation of the Act and the State Acts.
The shares of stock represented by this certificate are
subject to restrictions on transfer, an option to purchase and a market
stand-off agreement set forth in a certain Shareholders' Agreement
between the Corporation and the registered owner of this certificate
(or his predecessor in interest), and no transfer of such shares may be
made without compliance with that Agreement. A copy of that Agreement
is available for inspection at the office of the Corporation upon
appropriate request and without charge."
Appropriate stop transfer instructions will be issued by the issuer to its
transfer agent.
(d) Since the Shares have not been registered under the Act,
they must be held indefinitely until an exemption from the registration
requirements of the Act is available or they are subsequently registered, in
which event the representation in Paragraph (a) hereof shall terminate. As a
condition to any transfer of the shares, I understand that the issuer will
require an opinion of counsel satisfactory to the issuer to the effect that such
transfer does not require registration under the Act or any state securities
law.
(e) The issuer is not obligated to comply with the
registration requirements of the Act or with the requirements for an exemption
under Regulation A under the Act for my benefit.
(f) I am a party to a Shareholders' Agreement with the Issuer
and others, pursuant to which I have agreed to certain restrictions on the
transferability of the Shares and other matters relating thereto.
Total Amount Enclosed: $__________
Date:________________________ ____________________________________
(Grantee)
Received by KnowledgeLink Interactive, Inc. on
---------------------------, -----
By: _______________________________
