EXHIBIT 4.1
XXXXXXX.XXX INC.
STOCK OPTION AGREEMENT
This Agreement (this "Agreement") is made this 26th day of July, 1999, by
and between Xxxxxxx.xxx Inc., a Nevada corporation ("Xxxxxxx.xxx"), and Astra
Ventures LLC ("Astra").
WITNESSETH, THAT:
WHEREAS, pursuant to an Amended and Restated Consulting Agreement (the
"Consulting Agreement") dated as of April 19, 1999 between Xxxxxxx.xxx and
Astra, Xxxxxxx.xxx agreed to grant stock options to Astra.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:
1. Grant of Option
(a) Xxxxxxx.xxx granted to Astra, on October 1, 1998, the right and option
(hereinafter called "this option") to purchase all or any part of an aggregate
of 630,000 shares of Common Stock, par value $0.001 per share, at the prices per
share and on the terms and conditions set forth below:
----------------------------------------------------------------------------
Number of Exercise Price
Options Per Share
----------------------------------------------------------------------------
50,000 $ 4.00
----------------------------------------------------------------------------
40,000 6.00
----------------------------------------------------------------------------
60,000 8.00
----------------------------------------------------------------------------
80,000 10.00
----------------------------------------------------------------------------
160,000 12.00
----------------------------------------------------------------------------
240,000 14.00
----------------------------------------------------------------------------
This option is not intended to be an incentive stock option within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
(b) This option is subject to the anti-dilution provision set forth
in Section 6(c) of the Consulting Agreement, which terms and
conditions are incorporated by reference and made a part of this
Agreement.
2. Duration and Exercisability
(a) This option may be exercised by Astra until October 1, 2003, at which
time this option shall terminate.
(b) This option shall be exercisable only by Astra. This option shall not
be assignable or transferable by Astra, except as may be agreed to by
Xxxxxxx.xxx.
3. Manner of Exercise
(a) This option can be exercised only by Astra by delivering within the
option period written notice to Xxxxxxx.xxx at its principal office. The notice
shall state the number of shares as to which this option is being exercised and
be accompanied by payment in full of the option price for all shares designated
in the notice.
(b) Astra may pay the option price (i) by check (bank check or certified
check) or (ii) with the approval of Xxxxxxx.xxx, by delivering to Xxxxxxx.xxx
for cancellation shares of Xxxxxxx.xxx's Common Stock having a Fair Market Value
(as defined below) on the date of exercise equal to the option price; provided,
however, that Astra shall not be entitled to tender shares of Xxxxxxx.xxx's
Common Stock pursuant to successive, substantially simultaneous exercises of
this option or any other stock option of Xxxxxxx.xxx.
(c) "Fair Market Value" shall be deemed to be, as of any date, the value of
Common Stock determined as follows: (i) If the Common Stock is listed on any
established stock exchange or a national market system, or if the principal
market for the Common Stock is the over-the-counter market, including without
limitation Nasdaq NMS or Nasdaq SmallCap of the Nasdaq Stock Market, the NASD
Electronic Bulletin Board or over-the-counter, as the case may be, its Fair
Market Value shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or system for the
last market trading day immediately preceding the date of determination, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or (ii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.
4. Miscellaneous
(a) This Agreement will not interfere in any way with the right of
Xxxxxxx.xxx to terminate the Consulting Agreement in accordance with the terms
set forth therein. Astra shall have none of the rights of a shareholder with
respect to shares subject to this option until such shares shall have been
issued to Astra upon exercise of this option.
(b) The exercise of all or any part of this option shall only be effective
at such time as the sale of Common Stock pursuant to such exercise will not
violate any state or federal securities or other laws.
(c) Xxxxxxx.xxx shall at all times during the term of this option reserve
and keep available such number of shares as will be sufficient to satisfy the
requirements of this Agreement.
(d) This Agreement may not be amended, superseded, cancelled, renewed or
extended, and the terms hereof may be waived, only by a written instrument
signed by the parties or, in the case of a waiver, by the party waiving
compliance.
(e) This option shall be governed by the internal laws of the State of
Washington, without regard to any conflict of laws principles.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
XXXXXXX.XXX INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
Chairman, President & Chief
Executive Officer
ASTRA VENTURES LLC
By: /s/ Liad Y. Meidar
------------------------------------
Liad Y. Meidar
President
