EXHIBIT 10.13
THIS OPTION AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION
IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH
ACT.
STOCK OPTION
This Option, dated as of January ___, 2000, is issued to
Xxxxxx Xxxxxx for good and valuable consideration, receipt of which is hereby
acknowledged, by Chequemate International Inc., a Utah corporation doing
business as C-3D Digital, Inc. (the "Company").
1. GRANT OF OPTION. Subject to the terms and conditions
hereinafter set forth, there is hereby granted to the holder of this Option a
stock option to purchase from the Company Forty-Nine Thousand (49,000) fully
paid and non-assessable shares of Common Stock of the Company (as adjusted
pursuant to Sections 8 and 9 hereof, the "Shares") for the option price
specified in Section 2 below. In no event shall the Option be exercised
within six (6) months of the grant hereof.
2. OPTION PRICE. The option price for the Shares is $1.52
per share. Such price shall be subject to adjustment pursuant to Sections 8
and 9 hereof (such price, as adjusted from time to time, is herein referred
to as the "Option Price").
3. EXERCISE PERIOD. This Option is exercisable at any
time, or from time to time, on or after six months from the date hereof, and
shall remain so exercisable until and including the 31st day of December,
2000.
4. METHOD OF EXERCISE. While this Option remains
outstanding and exercisable in accordance with Section 3 above, the holder
may exercise, in whole or in part, at any time or from time to time, the
purchase rights evidenced hereby. Such exercise shall be effected by:
(a) the delivery of a duly executed Exercise Notice to
the Secretary of the Company at its principal offices; and
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(b) the payment to the Company of an amount equal to
the aggregate Option Price for the number of Shares being purchased.
5. CERTIFICATES FOR SHARES. Upon the exercise of the
purchase rights evidenced by this Option, one or more certificates for the
number of Shares so purchased shall be issued as promptly as practicable
thereafter, and in any event within fourteen (14) days of the delivery of the
Exercise Notice.
6. SURRENDER OF OPTION CERTIFICATE. Upon the expiration
of this Option pursuant to Section 3 or upon the exercise of this Option in
full, the holder shall surrender this Option to the Company.
7. RESERVATION OF SHARES. The Company covenants that it
will at all times keep available such number of authorized shares of its
common stock, free from all preemptive rights with respect thereto, which
will be sufficient to permit the exercise of this Option for the full number
of Shares specified herein. The Company further covenants that such Shares,
when issued pursuant to the exercise of this Option, will, upon issuance, be
duly and validly issued, fully paid and non-assessable and free from all
taxes, liens and charges with respect to the issuance thereof.
8. MERGER OF THE COMPANY. In case of any merger of the
Company, then, as a condition of such merger, lawful provision shall be made,
and duly executed documents evidencing the same from the Company or its
successor shall be delivered to the holder of this Option, so that the holder
of this Option shall have the right at any time prior to the expiration of
this Option to purchase, at a total price equal to that payable upon the
exercise of this Option, the kind and number of shares of stock and other
securities and property receivable in connection with such merger by a holder
of the same number of shares of Common Stock as were purchasable by the
holder of this Option immediately prior to such merger. In any such case,
appropriate provisions shall be made with respect to the rights and interests
of the holder of this Option so that the provisions hereof shall thereafter
be applicable with respect to any shares of stock or other securities and
property deliverable upon exercise hereof, and appropriate adjustments shall
be made to the Option Price per share payable hereunder, provided the
aggregate Option Price shall remain the same. The existence of the Option
granted hereunder shall not effect in any way the right or power of the
Company or its shareholders to make or authorize any or all adjustments,
recapitalization, reorganizations or other changes in the Company's capital
structure or its business or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stocks ahead of
or affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
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9. ADJUSTMENT OF OPTION PRICE AND NUMBER OF SHARES. The
number and kind of securities subject to purchase upon exercise of this
Option and the payment of the Option Price shall be subject to adjustment
from time to time as follows:
(a) SUBDIVISION, COMBINATIONS AND OTHER ISSUANCES. If
the Company shall at any time prior to the expiration of this Option
subdivide its Common Stock, by stock split or otherwise, or combine its
Common Stock, or issue without consideration to the Company for such
issuance, additional shares of its Common Stock or securities convertible
into or exercisable for Common Stock, by a reverse stock split or otherwise,
the number of Shares issuable on the exercise of this Option shall forthwith
be proportionately increased in the case of a subdivision or issuance without
consideration, or proportionately decreased in the case of a combination.
Appropriate adjustments shall also be made to the Option Price payable per
share, but the aggregate Option Price payable for the total number of Shares
purchasable under this Option (as adjusted) shall remain the same. Any
adjustment under this Section becomes effective at the close of business on
the date the subdivision or combination becomes effective, or as of the
record date of such dividend, or in the event that no record date is fixed,
upon the making of such dividend.
(b) RECLASSIFICATION, REORGANIZATION AND
CONSOLIDATION. In case of any reclassification, merger, consolidation,
capital reorganization or change in the Common Stock of the Company (other
than an event described in Section 9(a) above), then, as a condition of such
reclassification, reorganization or change, lawful provision shall be made,
and duly executed documents evidencing the same from the Company or its
successor shall be delivered to the holder of this Option, so that the holder
of this Option shall have the right at any time prior to the expiration of
this Option to purchase, at a total price equal to that payable upon the
exercise of this Option, the kind and amount of shares of stock and other
securities and property receivable in connection with such reclassification,
merger, consolidation, reorganization or change by a holder of the same
number of shares of Common Stock as were purchasable by the holder of this
Option immediately prior to such reclassification, merger, consolidation,
reorganization or change. In any such case, appropriate provisions shall be
made with respect to the rights and interest of the holder of this Option so
that the provisions hereof shall thereafter be applicable with respect to any
shares of stock or other securities and property deliverable upon exercise
hereof, and appropriate adjustments shall be made to the Option Price per
share payable hereunder, provided the aggregate Option Price shall remain the
same.
(c) NOTICE OF ADJUSTMENT. Upon the happening of any
event adjusting the Option Price or number of shares issuable upon exercise
of this Option, the Company shall forthwith give written notice thereof to
the holder of this Option stating the adjusted Option Price and the adjusted
number of shares of Common Stock or other securities
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purchasable hereunder resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which that
calculation is based.
10. PRE-EXERCISE RIGHTS. Prior to exercise of this
Option, the holder shall not be entitled to any rights of a shareholder with
respect to the Shares, including (without limitation) the right to vote such
Shares, receive dividends or other distributions thereon, exercise preemptive
rights or be notified of shareholder meetings, and such holder shall not be
entitled to any notice or other communication concerning the business or
affairs of the Company.
11. TRANSFERABILITY, RESTRICTED SECURITIES. The Option
shall be assignable by the holder. The holder understands that this Option
and the Shares purchasable hereunder constitute "restricted securities" under
the federal securities laws inasmuch as they are, or will be, acquired from
the Company in transactions not involving a public offering and accordingly
may not, under such laws and applicable regulations, be resold or transferred
without registration under the Securities Act of 1933 or an applicable
exemption from registration. In this connection, the holder acknowledges that
Rule 144 of the Securities and Exchange Commission is not now, and may not in
the future be, available for resales of the Shares purchased hereunder. The
holder further acknowledges that the Shares and any other securities issued
upon exercise of this Option shall bear a legend substantially in the form of
the legend appearing on the face hereof.
12. CERTIFICATION OF INVESTMENT PURPOSE. Unless a current
registration statement under the Securities Act of 1933 shall be in effect
with respect to the securities to be issued upon exercise of this Option, the
holder hereof, by accepting this Option, covenants and agrees that, at the
time of exercise hereof, such holder will deliver to the Company a written
letter or certification that the securities acquired by the holder upon
exercise hereof are for the account of the holder and are acquired for
investment purposes only and that such securities are not acquired with a
view to, or for sale in connection with, any public distribution thereof.
13. LOST, STOLEN, MUTILATED OR DESTROYED OPTION. If this
Option is lost, stolen, mutilated or destroyed, the Company shall, upon
receipt of a reasonable agreement to indemnify the Company, and, in the case
of a mutilated option, upon the surrender thereof, issue in the name
requested a new option of like tenor as the option so lost, stolen, mutilated
or destroyed.
14. SUCCESSORS AND ASSIGNS. The terms and provisions of
this Option shall inure to the benefit of, and be binding upon, the Company
and the holders hereof and their respective successors and assigns.
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15. GOVERNING LAW. This Option shall be governed by and
construed under the laws of the State of Utah as applied to agreements among
Utah residents entered into and to be performed entirely within Utah.
16. NOTICES. Any notice or request for instruction given
in connection with this Option shall be in writing and shall be delivered in
person or by certified mail as follows:
If to the Company: C-3D Digital, Inc.
00 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
If to the
Option holder: Xxxxxx Xxxxxx
0000 Xxxx Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
IN WITNESS WHEREOF, this Stock Option has been executed and
delivered as of the date first written above.
C-3D Digital, Inc.
By /s/ J. Xxxxxxx Xxxx
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Name: J. Xxxxxxx Xxxx
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Title: CEO
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Acknowledged and agreed to:
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Xxxxxx Xxxxxx
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