EXHIBIT 10.5
FORM OF OPTION AGREEMENT
($0.25 AND $0.50 OPTIONS)
OPTION NO.
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STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Option") is made and entered into on ,
2002, by and between MSTG Solutions, Inc.("Company"), and the individual who's
name is set forth in Exhibit A of this Option (referred to herein as the
"Optionee"), with reference to the following recitals of facts:
WHEREAS, the Company desires to grant the Optionee a stock option
("Option") to purchase shares of common stock of the Company (the "Shares") upon
the terms and conditions hereinafter stated; and
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto agree as follows:
1. SHARES; PRICE. The Company hereby grants to Optionee the right to
purchase, upon and subject to the terms and conditions herein stated,
the number of Shares set forth in Exhibit A hereto for cash at the
price of $______per share, such price being not less than the fair
market value per share of the Shares covered by these Options as of
the date hereof.
2. TERM OF OPTION. This Option shall expire, and all rights hereunder to
purchase the Shares shall terminate two years from the date hereof.
3. EXERCISE. This Option shall be exercised by delivery to the Company of
(a) a written notice of exercise stating the number of Shares being
purchased (in whole shares only) and such other information set forth
on the form of Notice of Exercise attached hereto as Exhibit B, (b) a
check or cash in the amount of the purchase price of the Shares
covered by the notice.
4. RECAPITALIZATION. The number of Shares covered by this Option, shall
not be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a subdivision or consolidation
of shares or the payment of a stock dividend, or any other increase or
decrease in the number of such shares affected without receipt of
consideration by the Company; provided however that the conversion of
any convertible securities of the Company shall not be deemed having
been "effected without receipt of consideration by the Company." The
exercise price of this Option shall also be adjusted upon such a
subdivision or consolidation of the shares. In the event of a proposed
dissolution or liquidation of the Company, a merger or consolidation
in which the Company is not the surviving entity, or a sale of all or
substantially all of the assets of the Company, all options granted
herein shall immediately vest and be exercisable. Subject to any
required action by the stockholders of the Company, if the Company
shall be the surviving entity in any merger or consolidation, this
Option thereafter shall pertain to and apply to the securities to
which a holder of Shares equal to the Shares subject to this Option
would have been entitled by reason of such merger or consolidation,
and the vesting provisions of Section 3 shall continue to apply.
5. REGISTRATION RIGHTS. The Optionee shall have the right to register
Shares covered by this Option upon the Company filing a registration
statement, in the event this Option is exercised prior to September 1,
2002.
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6. ACCEPTANCE OF OPTION. By accepting this Option, the Optionee is hereby
acknowledging that he/she is a sophisticated investor, capable of
fully understanding either individually or with the assistance of an
investment advisor, the financial and other ramifications of an
investment in the Options and the Shares underlying the Options.
Optionee has had an opportunity to request any and all information
from Company management and has not been denied access to any
information so requested. Optionee has received a Private Placement
Memorandum summarizing the business operations of the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
MSTG SOLUTIONS, INC.
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BY:
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ITS:
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EXHIBIT A
NAME:_____________________________
SIGNATURE:________________________
NUMBER OF OPTIONS RECEIVED:_______
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EXHIBIT B
NOTICE OF EXERCISE
By affixing their signature below, the undersigned hereby is exercising
________ options to acquire the shares of common stock of MSTG Solutions, Inc.
at a price of $___________ ($0.25 or $0.50) per share. Attached to this Notice
of Exercise is the original option agreement issued to me.
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Signature of Optionee
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