10.2
Option to Purchase Common Stock of
AMERICANA PUBLISHING, INC.
Agreement (hereinafter referred to as "Option Agreement") made January 1st, 1999
between (Director) of (city) (state) (herein after referred to as "Purchaser")
and AMERICANA PUBLISHING, INC. (hereinafter referred to as "Seller") a Colorado
Corporation.
Whereas, Purchaser desires to purchase certain unissued but authorized common
stock of Seller.
Whereas, it is agreed Seller is duly authorized to issue new common stock and
will issue common stock to accommodate the purchase by the Purchaser under this
Option Agreement.
Whereas, the Seller and Purchaser have agreed upon all the terms and conditions
of this Option Agreement and execution and delivery of this Option Agreement has
been duly authorized by the Board of Directors of the Seller.
Whereas the Purchaser is granted an option by the Seller to purchase common
stock of the Seller.
Now, therefore, in consideration of the foregoing, and the mutual covenants
contained herein, and for consideration for this Option Agreement of two hundred
and fifty dollars to paid by Purchaser to Seller at execution of this Option
Agreement, the purchase of common stock pursuant to the exercise of this Option
Agreement shall be as follows:
1. The Seller agrees to sell shares of common stock to the Purchaser at
anytime and in any denomination up to 300,000 shares in total, whereby the
Purchaser may purchase all or part of the total shares, however.
2. The Purchaser may purchase common stock of the Seller for a purchase Price
of ten cents (.10 cents) per share on or before December 31st, 1999.
3. The Purchaser may purchase common stock of the Seller for a purchase price
of twenty cents (.20 cents) per share on or before December 31st, 2000.
4. The Purchaser may purchase common stock of the Seller for a purchase price
of thirty cents (.30 cents) per share on or before December 31st, 2001.
5. Time For Payment For Common Stock. The stock option price of the shares to
be purchased pursuant to the exercise of the option hereinbefore granted
shall be paid in full at the time of the excise of the option at the stated
price per share for that time period as set forth herein.
6. Time Of Exercise Of This Option. The option hereinbefore granted may be
exercised by the Purchaser in whole or in part on or before three years
from the date of this Option Agreement but not to exceed December 31st,
2001.
7. Method of Exercising Option. At least five (5) days prior to the date upon
which the option hereinbefore granted is to be exercised, the Purchaser
shall deliver to the Seller written notice of its election to exercise the
option, which notice shall specify the date, place, time, amount of common
stock and purchase price for the exercise of the option in respect of which
the option is to be exercised.
The written notice shall be sent by U.S. mail addressed to the Seller at
the following address:
Americana Publishing, Inc.
000 Xxx Xxxxx XX, Xxxxx 000X
Xxxxxxxxxxx, XX 00000
Attn: Chairman of the Board
8. Payment And Delivery Of Shares. The Purchaser shall at the date and time
specified in such notice, deliver a cashiers check or certified funds to
the Seller in the amount of the cash price for such purchase and Seller
shall deliver to the Purchaser a certificate of common stock of the Seller,
duly endorsed and properly issued to Purchaser in the correct number of
shares as represented by the funds and notice received by the Seller.
9. In the event of any of the following condition the Company will issue an
additional 300,000 shares of common stock to the Purchaser for compensation
of $1.00.
a) The sale of substantially all of the Company's assets to a single
purchaser or group of associated purchasers; or
b) The purchase of substantially all of the Company's issued and
outstanding stock in an effort to take the Company Private; or
c) The attempt by an individual or associated group of individuals
or corporation or entity to purchase stock in the Company for the
purposes of a hostile take over; or
d) The sale, exchange, or other disposition, in one transaction of
the majority of the Company's outstanding corporate shares; or
e) The Company's decision to terminate its business and liquidate
its assets; or
f) The merger or consolidation of the Company with another company
where by the directors of the Company as a whole are no longer
majority shareholders.
10. Sellers Representations And Warranties. The Seller is a corporation duly
organized under the state of Colorado and is organized as a publishing
enterprise.
a. Seller has no subsidiaries.
b. All of the current issued and outstanding common stock of the Seller
is a total of 2,535,000 shares, but does not include the 300,000
shares in this Option Agreement or other Option Agreements or other
offerings.
c. The foregoing representations and warranties shall be true at the time
of the date of this Option Agreement.
11. Modifications. This Option Agreement shall become effective as of the date
hereof and unless sooner terminated, shall remain in full force and effect
until December 31st, 2001. No modifications or amendments of this Option
Agreement shall be effective unless such modification or amendment shall be
in writing and signed by the parties hereto.
12. Construction. This Option Agreement shall be deemed to be made under and
shall be construed in accordance with the laws of Colorado.
13. Binding and Benefit. This Option Agreement shall be binding upon and inure
to the benefit of the Purchaser, its successors and assigns.
14. Termination. This Option Agreement may be terminated by the Chairman of the
Board of the Seller, without cause by a 30 day written notice given to the
Purchaser via regular mail.
15. All Purchase Payment Retained By Seller. Consideration for this agreement
and all subsequent stock option payments shall be retained by Seller and
all stock purchases are considered fully paid and non-assessable. In
witness whereof, the parties of this Option Agreement have set their hands
and the corporate party has caused this Option Agreement to be executed
under its respective corporate seal.
Purchaser Date
Seller Date
Witness Date
