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EXHIBIT 10(g)
OPTION AGREEMENT OF XXXXXXX XXXXXXX
THIS OPTION AGREEMENT dated this 17th day of September, 1996 between
Marinex Multimedia Corporation, a Nevada Corporation, "Company", and Xxxxxxx
Xxxxxxx, a citizen and resident of Charlotte, North Carolina, "Agent", in
consideration of the mutual covenants herein contained and other good and
valuable considerations, the receipt and sufficiency of which is hereby
acknowledged under the following terms and conditions:
RECITALS
1. The Company has entered into that certain Acquisition Agreement of even
date herewith under the terms of which the parent of the Company has acquired
all of the outstanding stock of Texas Equipment Corporation, Inc., a Texas
corporation. The Acquisition Agreement is hereby incorporated by reference.
2. Under the terms of the Acquisition Agreement, the Company has
authorized an Option to Xxxxxxx for the purchase of up to 250,000 shares of
common voting stock of the Company upon payment of an option price of $0.01 per
share.
3. The Company has engaged Agent as its exclusive investment banking and
special securities counsel with respect to the Acquisition. is an officer and
director of the subsidiary corporation and is experienced in the operations and
business of the subsidiary.
IT IS MUTUALLY AGREED
1. Issuance of Option. In connection with the Company's exchange of
16,850,000 shares of common voting stock for all of the issued and outstanding
stock of Texas Equipment Corporation, Inc., the Company hereby issues a stock
option to Xxxxxxx or his designees to acquire up to 250,000 shares of the
Company's common voting stock, par value $0.001. The option price shall be One
Cent ($0.01) per share and shall have a term of five years from the date of
this Agreement.
2. Authorized Shares. The Company has authorized sufficient quantities of
common stock with which to fulfill its obligations to issue the shares
underlying this Option and shall continue to maintain sufficient quantities of
authorized but unissued common stock throughout the life of this Option.
3. No Redeemable Feature. The Company shall not have the right to redeem
this Option or any of the underlying shares.
4. Duty to Register Underlying Shares. The Company agrees to use its best
efforts to register the shares of common stock issuable upon the exercise of
the Option by the filing of an appropriate Registration Statement with the
Securities & Exchange
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Commission. The Company will exert its best efforts to obtain effectiveness of
the registration statement on or prior to the 12th day of February, 1997.
Registration shall be at the Company's expense and shall be made in any manner
whereby the underlying shares become freely tradable (subject only to
restrictions upon resales by affiliates, if applicable). The duty to register
the underlying shares shall be an ongoing duty and the parties acknowledge that
time is of the essence.
To effect the intents of this Paragraph, the Company shall obtain the
consent of the three shareholders of Texas Equipment Corporation, Inc. (or
other principal shareholders owning or controlling 50.1% or more of the
outstanding voting shares of the Company) to the effect that said registration
will be promptly undertaken.
In addition to the rights above, and to the extent that any such shares
are not registered as agreed above, the Company hereby confers unto Xxxxxxx
"piggyback" registration rights under which any remaining shares of Common
Stock will be registered, at Company expense, at the time of registration of
any other of the Company's securities, or the securities of any affiliate,
officer, director or shareholder.
The obligation to register the Option and/or shares underlying the Option
shall terminate in the event that the securities become freely tradable by:
(a) all of the remaining shares are registered by an effective
registration statement or similarly effective exemption and are freely tradable
(except as to restrictions on affiliates); or
(b) The restrictive legend on the shares have been removed and the shares
are eligible to be freely traded by Rule 144 or similar exemption from the
registration requirements.
5. Adjustments. Subject to the provisions of this paragraph, the Option
Price and number of shares of Common Stock as to which the Option may be
exercised shall be subject to adjustment from time to time as set forth
hereinafter. If at any time or from time to time, the Company shall, by
subdivision, consolidation, or reclassification of shares, or otherwise, change
as a whole the outstanding shares of the Common Stock into a different number
or class of shares, the number and class of shares as so changed shall replace
the shares outstanding immediately prior to such change, and the price and
number of shares purchasable under the Option immediately prior to the date on
which such change shall become effective shall be proportionately adjusted.
6. Exercise of Option. Subject to the provisions of this Agreement,
Xxxxxxx (or the holder of the Option or any portion thereof) shall have the
right to purchase from the Company a number of shares of Common Stock up to a
maximum of 250,000 shares of common voting stock by tendering to the Company
payment of $0.01 per share. Exercise shall occur by surrender to the Company of
a letter or other form of election, together with full payment to the Company.
Upon receipt of full payment and properly completed
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documentation, the Company shall then issue such fully paid and nonassessable
shares of Common Stock as are represented by the exercise. The rights of
purchase shall be exerciseable at the election of the registered holder
thereof, either in their entirety or from time to time for part only. In the
event that the Option is exercise in an amount less than all of the shares
optionable hereunder, a revised Option Agreement may be issued to reflect the
remaining number of shares subject to the Option.
7. Countersignature and Registration. The Company shall maintain books
for the transfer and registration of the Option and the underlying shares.
Upon the initial issuance of Option, the Company shall issue and register the
Option (and/or underlying Shares) in the names of the respective holders
thereof.
8. Transfers and Exchanges. The Company shall transfer, from time to
time, any outstanding Option and/or underlying shares upon the books to be
maintained by the Company for that purpose, upon surrender thereof for transfer
properly endorsed or accompanied by appropriate instructions for transfer.
Upon any such transfer, a new Option shall be issued to the transferee and the
surrendered Option shall be canceled by the Company. Options so canceled shall
be delivered to the Company from time to time upon request.
9. Payment of Taxes. The Company will pay any documentary stamp taxes
attributable to the initial issuance of the Common Stock issuable upon the
exercise of the Options; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issue or delivery of any certificates for the Common
Stock in a name other than that of the registered holder of the Option in
respect of which such shares are issued, and in such case the Company not shall
be required to issue or deliver any certificates for the Common Stock or any
Option until the person requesting the same has paid to the Company the amount
of such tax or has established to the Company's satisfaction that such tax has
been paid.
10. Mutilated or Missing Warrants. In case any of the Option and/or
underlying shares shall be mutilated, lost, stolen or destroyed, the Company
may in its discretion issue and the Company shall countersign and deliver in
exchange and substitution for and upon cancellation of the mutilated Option
and/or underlying shares, or in lieu of and substitution for the Option and/or
shares lost, stolen or destroyed, a new Option and/or shares of like tenor and
representing an equivalent right or interest, but only upon receipt of evidence
satisfactory to the Company of such loss, theft or destruction of such Option
and/or shares and indemnity, if requested, also satisfactory to them.
11. Fractional Interest. The Company shall not be required to issue
fraction shares of Common Stock on the exercise of the Options.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
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MARINEX MULTIMEDIA CORPORATION
(a Nevada Corporation)
By:
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Authorized Officer
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