STOCK OPTION AGREEMENT
Exhibit
99.13
STOCK
OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
22nd
day of
February, 2007 by Nexia Holdings, Inc. (the "Company") to Xxxxxx
Xxxxxx,
a
consultant and employee of the Company ("Optionee") and a Utah
resident.
PREMISES
|
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 Seven Million
Five
Hundred Seventeen Thousand Five Hundred (37,517,500), shares of the
Company's common stock.. The options will have a floating option
price set
at 75% of the market price at the time of exercise. 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").
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GRANT
|
1.
|
Grant
of Options.
The Company hereby grants Optionee the right and option ("Option")
to
purchase the above described Thirty Seven Million Five Hundred Seventeen
Thousand Five Hundred (37,517,500) 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.
|
|
2.
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Term
of Option.
This Option may be exercised, in whole or in part, at any time prior
to
one year from the grant date of this Option. All rights to exercise
this
option end with the termination of employment with the Company, for
any
reason and by any party.
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3.
|
Method
of Exercising.
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.
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4.
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Optionee
Not an Affiliate.
Optionee hereby represents, warrants and covenants that he is not
an
affiliate of the Company as that term is defined in Rule 144(a)(1)
under
the Securities Act of 1933.
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5.
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Availability
of Shares.
During the term of this Option, the Company shall reserve for issuance
the
number of shares of Common Stock required to satisfy this
Option.
|
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6.
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Adjustments
to Number of Shares.
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.
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7.
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Limitation
on Exercise.
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.
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|
8.
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Restrictions
on Transfer.
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.
|
|
9.
|
Record
Owner.
The Company may deem the Optionee as the absolute owner of this Option
for
all purposes. This Option is exercisable only by the Optionee, or
by the
Optionee's duly designated appointed representative. This Option
is not
assignable.
|
|
10.
|
Shareholder's
Rights.
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.
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11.
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Validity
and Construction.
The validity and construction of this Agreement shall be governed
by the
laws of the State of Utah.
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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.
/s/
Xxxxxx
Xxxxxx
/s/
Xxxxxxx Xxxxxx
Xxxxxx
Xxxxxx,
Optionee
Xxxxxxx
Xxxxxx, President
