EXHIBIT 10.7
OPTION AGREEMENT TO PURCHASE STOCK
This Agreement is made between the parties effective March 30, 1999.
Internet Law Library, Inc., SELLER, and, Xxxxxxxx Xxxxxxxxx, PURCHASER, agree:
In consideration of the following terms, PURCHASER, who is a consultant of
Internet Law Library, Inc., or of its subsidiary, National Law Library, Inc.,
has the right to purchase from SELLER, all or any part of the shares described
below of Common stock issued by Internet Law Library, Inc. from the effective
date of this agreement for a period of five years, through March 30, 2004.
1. Payment by Purchaser to Seller of the sum of $450,000 (Four Hundred Fifty
Thousand dollars), representing 450,000 shares at $1 per share, made by
cash, certified funds, or wire transfer. The shares purchased are not
registered with the United States Securities and Exchange Commission, nor
with the Securities Commission of any state. Payment may also be made by
election to have shares of stock, which otherwise would be issued on
exercise of the option, withheld in payment of the exercise price.
2. Consulting services provided in the past and to be provided in the future
by PURCHASER to SELLER, the receipt of which is acknowledged, is further
consideration for this transaction.
3. PURCHASER represents that he is qualified to purchase these shares under
the relevant rules and regulations of the United States Securities and
Exchange Commission and the Securities Commission of any state that may
have jurisdiction.
4. PURCHASER further represents that he is not purchasing these shares with an
intent to resell, nor will he take any actions that may result in his being
considered an underwriter of the shares.
5. No sale, transfer, or other disposition of this option may be made other
than by the terms of this agreement, except if to a successor by merger or
consolidation or to shareholders of a successor in interest.
6. Prior to any transfer of these options, PURCHASER, will provide to SELLER,
the issuer of the stock, a legal opinion, in a form acceptable to the
counsel of the issuer, that the transfer will not result in the loss of
exemptions from registration of the securities then claimed by issuer.
7. Any stock issued under this option agreement will be subject to section 144
of the SEC Rules and will not be transferable for twelve months from the
date of issuance of the stock certificate(s), unless to an underwriter for
the purpose of exercising the option and making a public distribution of
the underlying shares.
8. SELLER agrees to notify PURCHASER at least ten days prior to any
dissolution, liquidation, winding up, or takeover of the SELLER, stating
the record date for any rights to be taken under this agreement.
9. PURCHASER must exercise this option within five years after the effective
date of this Option Agreement, or this option will become void if not
exercised.
10. PURCHASER further represents that he/she has had adequate opportunity to
obtain any information relevant to the decision to purchase and has also
had adequate opportunity to consult with advisors of his/her/its choice.
11. Notices required to be delivered under this agreement are to be made to:
SELLER: Internet Law Library, Inc.
0000 Xxxxxxxx Xx.
Xxxxxxx XX 00000-0000
PURCHASER: Xxxxxxxx Xxxxxxxxx
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Dated and Effective March 30, 1999.
INTERNET LAW LIBRARY, INC., Seller
By /s/ Hunter M.A. Xxxx
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Hunter M.A. Xxxx
/s/ Xxxxxxxx Xxxxxxxxx, Purchaser
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Xxxxxxxx Xxxxxxxxx
