EXHIBIT 4.6
| 1. |
Introduction. Agreement made the 1st day of September 2004,
between New World Batteries, Inc with offices at 11718 232B St (the
“Company”), and Xxxxxx X’Xxxxx, residing at 0000 Xxxxxxxxxx Xx
Xxxxxxxx XX X0X 0X0(“Grantee”). |
| 2. |
Grant of Option. The Company grants to Grantee the Option
of purchasing shares of the Company’s common stock (the “Shares”)
in the amounts, at the price, and subject to all the terms and conditions set
out in this agreement. |
| 3. |
Grant Date of Option. The grant date of this option is the
1st of September 2004. |
| 4. |
Total Number of Shares Available. The total number of
Shares that may be purchased by Grantee pursuant to this Agreement is five
thousand (5000.00), as set forth in Paragraph 5. |
| 5. |
Options Price. The price at which Grantee may buy the
Shares is ten cents in Cdn funds (Cdn$0.10) per Share. |
| 6. |
When Option Exercisable: Vesting. Grantee may exercise the
option rights at any time after the grant date but not later than five years
from the grant date, subject to the following vesting requirements: the shares
vest on the 15th of April, 2005. |
| 7. |
Option Not Exercisable if Grantee in Default. The option
rights granted by this Agreement may not be exercised if Grantee is in default
of any obligations owed the Company, whether by operation of law or pursuant to
contract. |
| 8. |
Option Not Transferable. Grantee’s option rights may
be exercised only by the Grantee or Grantee’s personal representative
during Grantee’s lifetime and are not transferable except by will or by the
laws of descent and distribution should Grantee die intestate. The option rights
may not be sold, assigned, pledged, or hypothecated, and any attempt to do so
shall be void. The option rights are not subject to levy, attachment, or other
process of law, and any attempt to levy, attach, or otherwise transfer the
option rights or place liens upon them shall be void. |
| 9. |
Termination of the Option. Except as otherwise provided
herein, this Agreement shall expire the1st of September, 2009, 5 years from the
date of grant (the “Option Period”); provided, however that this
agreement will terminate upon the earlier of: (i) immediately if employee is
dismissed with cause (ii) thirty days after the date that the Grantee ceases to
be an employee, officer, or director of the Company: or (iii) twelve months
after the date that the Grantee ceases to an employee, officer, or director of
the Company by reason of the Grantee’s death or disability. |
| 10. |
The
Company’s Merger, Reorganization, Etc. If, during the option period
but before Grantee has exercised all of the option rights with regard to the total number
of Shares available for purchase by Grantee, the Sharers of the Company’s common
stock are changed into or exchanged for a different number or different kind of shares or
other securities, either the Company’s or those of another company, this Agreement
shall remain in force. However, there shall be substituted for each of the Shares the
number and kind of shares or other securities for which each Share of the Company’s
common stock was exchanged or into which each Share was changed. The shares or securities
substituted for each Share of the Company’s common stock may be purchased by Grantee
under this Agreement for a price appropriately adjusted for the substituted securities. |
| 11. |
Declaration of Stock Dividends. If the Company issues a
common stock dividend on the Company’s common stock, the number of Shares
that may be purchased by Grantee thereafter shall be adjusted as follows: To
each of the unpurchased Shares, there shall be added the number of Shares issued
as a dividend on each Share of outstanding common stock; each of the Shares
together with the additional Shares applicable to that Share shall be bought as
one unit for the price set out for each of the Shares in Paragraph 5. |
| 12. |
Other Changes in the Company’s Stock. If there are any
changes in the number or kind of Shares outstanding that affect the
Company’s common stock or the stock or other securities into which the
Company’s common stock has been changed, other than those described in
Paragraphs 10 and 11, a majority of the Company’s Board of Directors may
make such changes in the Shares available for purchase under this Agreement as
the Board of Directors deems appropriate. Any adjustment in the Shares available
for purchase made in accordance with this Paragraph shall be binding upon
Grantee. |
| 13. |
The Company’s Liquidation, Dissolution, Etc. If the
Company liquidates or dissolves or enters into a merger or consolidation in
which the Company is not the surviving company, the Company shall give Grantee
at least one month’s notice prior to the liquidation, dissolution, merger,
or consolidation. Grantee shall have the right to exercise this Option in full,
to the extent that is had not been previously exercised, within the one-month
period. To the extent that Grantee’s option rights have not been exercised
on the effective date of the liquidation, dissolution, merger, or consolidation,
they shall terminate. |
| 14. |
Manner in Which Option Is Exercised During Grantee’s
Lifetime. Any of Grantee’s option rights may be exercised by
Grantee or Grantee’s personal representative during Grantee’s lifetime
by written notice addressed to the Company’s corporate Secretary, signed by
Grantee or Grantee’s personal representative. The notice shall state the
number of Shares to be purchased and shall be accompanied by a certified check
payable to the Company for the purchase price of Shares purchased. Immediately
following payment of the check, the Company shall issue a certificate or
certificates for the Shares purchased in Grantee’s or Grantee’s
personal representative’s name and deliver it or them to the person who
signed the notice. |
| 15. |
Manner in Which Option Is Exercised After Grantee’s
Death. If Grantee has not fully exercised the option rights
before Grantee’s death, then the persons designated by Grantee in writing
on file with the Company or, if no such persons have been designated,
Grantee’s executor or administrator may exercise any of Grantee’s
option rights during the option period. The rights shall be exercised in the
same manner as provided in Paragraph 14 except that the person entitled to
exercise the rights shall be substituted for Grantee or Grantee’s personal
representative. |
| 16. |
Violation of Law. The Option granted by this Agreement may
not be exercised if its exercise would violate any applicable state securities
law, any registration under or any requirements of the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, the rules of an
exchange on which the Shares are traded, any other federal law, or any law of
applicable state securities laws. |
| 17. |
Unregistered Stock. If a registration statement for the
Shares is not in effect or if Grantee’s attorneys require a writing from
Grantee to avoid violation of the Securities Act of 1933, as amended, the
Company may require a written commitment form the person exercising the Option
before delivery of the certificate or certificates for the Shares. The
Commitment shall be in a form prescribed by the Company. It will state that it
is the intent of the person exercising the Option to acquire the Shares for
investment only and not the intent of transferring or reselling them; that the
person exercising the Option has been told that the Shares may be
“restricted shares” pursuant to Rule 144 of the Securities and
Exchange Commission and that any resale, transfer, or other distribution of the
Shares may only be made on conformity with Rule 144, the Securities Act of 1933,
as amended, or any other federal statute, rule or regulation. The Company may
place a legend on the face of the certificate or certificates in accordance with
this Commitment and may refuse to permit transfer of the Shares unless it
receives satisfactory evidence that the transfer will not violate Rule 144, the
Securities Act of 1933, as amended, or any other federal statute, rule, or
regulation. |
Signed
at Maple Ridge, BC on the 15 day of November, 2004
|
|
Grantee
__________________________
Xxxxxx X'Xxxxx
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NEW WORLD BATTERIES, Inc
By:
_________________________
Xxxxxxx X'Xxxxx, CEO
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