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OPTION AGREEMENT
OPTION AGREEMENT made this 24th day of March, 1995 between ISRAMCO, INC.,
a Delaware Corporation, (the "Company"), and, X.X. XXXXXXXX & CO., INC., (the
"Optionee"), with offices at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx
00000.
The Company hereby grants to Optionee an option to acquire 500,000 shares
of the Company's Common Stock, par value $.01 per share to the Optionee at the
price and in all respects subject to the terms, definitions and provisions of
this Agreement (the "Option").
1. Option Price. The Option price is $2.00 for each share.
2. Exercise of Option. This Option shall be exercisable by Optionee
during the period of one (1) year from the date hereof in accordance with the
terms hereof.
3. Nontransferability of Option. This Option may not be transferred in
any manner, except to X.X. Xxxxxxxx and its officers and directors designated
by X.X. Xxxxxxxx, provided, however, that the number of holders shall not
exceed six (6) persons. The terms of this Option shall be binding upon the
executors, administrators, heirs and successors and assigns of the Optionee.
4. Common Stock. Optionee acknowledges that the shares common stock
underlying the Option have not been registered under the Securities Act of
1933, as amended (the "Act"). As a condition to the exercise of this Option,
the person who shall exercise this Option shall represent and agree that any
and all shares acquired under the Option are being purchased for investment an
not with a view to public resale or the distribution thereof and that such
shares may not be sold, transferred, pledged, hypothecated, alienated or
otherwise assigned or disposed of without either registration under the Act,
qualification under and exemption provided by Regulation A promulgated
pursuant to the Act, or an opinion of counsel which opinion is satisfactory to
the Company to the effect that such registration or qualification is not
required.
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5. Services. X.X. Xxxxxxxx & Co., Inc. during the term of this
Agreement shall perform those financial consulting, public relations and other
investment banking services (the "Services") as requested by the Company
during the term of this Agreement. Such Services shall be performed at such
times and in such manner as the Company and X.X. Xxxxxxxx & Co., Inc. may
mutually agree. During the term of this Agreement, X.X. Xxxxxxxx & Co., Inc.
shall expend a minimum of Twenty-Five Thousand ($25,000) Dollars in non-
reimbursable out-of-pocket expenses in connection with rendering such Services
to the Company. These Services shall be exclusively for the benefit of the
Company, shall be identifiable and shall not include any legal costs incurred
by X.X. Xxxxxxxx & Co., Inc. for reviewing press releases or other published
material of the Company in connection with X.X. Xxxxxxxx & Co., Inc.
performing such Services.
6. Valuation Letter. X.X. Xxxxxxxx & Co., Inc. shall submit to the
accountants of the Company a valuation letter setting forth the value of the
Option on the date of its grant.
7. Independent Relationship. It is recognized by the parties to this
Agreement that X.X. Xxxxxxxx & Co. and X.X. Xxxxxxxx, in performing services
under this Agreement are independent contractors and are not acting as agents
on behalf of the Company. Making any statements concerning the Company to any
person not a party to the Agreement, X.X. Xxxxxxxx & Co. and X.X. Xxxxxxxx
shall not attribute any such statements to the Company or to any person
associated with the Company, unless: (i) such statement has been made by the
Company in a press release or a filing with any securities regulatory
authority; or (ii) the attribution of such statement to the Company by X.X.
Xxxxxxxx or X.X. Xxxxxxxx & Company has been specifically approved by the
Company's Chairman of the Board and/or the Company's legal counsel.
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8. Registration Rights. The holders of 100% of the shares covered by
this Stock Option (the "100% Owners") may on one occasion only during the term
of this Agreement, request that the Company file a registration statement
under the Securities Act of 1933, as amended (the "Act") to permit a public
offering of all of the shares exercised under this Option upon the following
conditions:
(i) If the 100% Owners give notice to the Company of their
desire to have a public offering then, within a reasonable
time period, upon receipt of such notice, subject to the
provisions of this paragraph, the Company will cooperate
with 100% Owners in the filing of a registration
statement, provided, (a) such 100% Owners shall promptly
furnish to the Company all appropriate information in
connection therewith and (b) shall bear all fees,
commissions, legal costs and other related costs and
expenses associated with the preparation of such
registration statement by the Company and its legal
counsel.
(ii) The Company shall have the right to reject or delay the
request of the 100% Owners in the event the Company
believes in its sole discretion, that the filing of such
registration statement would conflict with or interfere
with transactions presently pending or being contemplated
by the Company or a pending or contemplated registration
by the Company of securities for its own account or for
other selling security holders. In such event, the
Company shall notify the 100% Owners of its decision to
reject or delay the filing of said registration statement
until a more appropriate time, all in the sole discretion
of the Company.
(iii) The 100% Owners will provide the Company, its officers
and its directors with appropriate indemnification and
will hold the Company, its officers and directors
harmless as to any losses, claims, damages or
liabilities to which the Company or any such officer or
director may be subject under the Act or otherwise
arising out of said registration statement.
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9. Resolution of Disputes. Any dispute or disagreement which should
arise under, or as a result of, or which is in any way related to, the
interpretation, construction or application of this Agreement will be
determined by the Board of Directors of the Company. Any determination made
thereunder shall be final, binding, and conclusive for all purposes.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year above written.
ISRAMCO, INC.
By:
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X.X. XXXXXXXX & CO., INC.
By:
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