Stock Restriction Agreement
THIS STOCK RESTRICTION AGREEMENT is made by and among
Urbanalien Corporation, a Nevada corporation (hereinafter
referred to as the "Corporation") and Xxxxxxx Xxxxxxxxx
(hereinafter referred to as the "Shareholder"), with respect
to all of the issued and outstanding shares of stock of the
Corporation presently or hereafter owned by the Shareholder
(hereinafter referred to as "Shares"). The Corporation and
the Shareholder are sometimes hereinafter collectively
referred to as the "Parties".
Duration of agreement
The duration of this agreement shall comply to the Rules and
Regulations set out by the SEC as they pertain to Rule 144 of
the 1933 Act, as stock held by an affiliate of the
Corporation.
Transfer
The Shareholder may transfer his Shares, either by way of
pledging his stock or obtaining a loan against his shares
provided that the persons or entity that the shareholder is
pledging to adheres and acknowledges that the said shares are
subject to Rule 144 of the 1933 Act as they apply to an
Affiliate of the Corporation and further acknowledge the
terms of this Agreement.
Option On Proposed Transfer
Option To Purchase. Prior to a Public market listing and at
least ten (10) days prior to a proposed transfer by a
Shareholder (hereinafter referred to as the "Offering
Shareholder") of any of his Shares (hereinafter referred to
as the "Offered Shares"), or any rights or interests therein,
the Offering Shareholder shall give written notice of such
proposed transfer (hereinafter referred to as the "Notice")
to the secretary of the Corporation. The Notice must set
forth the number of Shares to be transferred and all other
terms and conditions of the proposed transfer, immediately
thereafter, the secretary shall cause a combined directors
and Shareholder meeting to be called concerning the Offered
Shares. The combined meeting shall be called for a date not
later than five (5) days from the date of delivery to the
Corporation of the Notice. Written notice of the meeting
shall be given to all of the directors and Shareholders not
later than two (2) days prior to the date set therefor. At
the meeting, the Corporation shall have the first option to
purchase Offered Shares.
Deceased Shareholder Provision. If the sale is pursuant to
the death of a Shareholder, the term "Selling Shareholder"
shall mean and include the following as they are understood
in Nevada law: (a) the duly appointed and qualified executor,
executrix, or administrator, of the estate of a deceased
Shareholder; (b) the surviving joint tenant of a deceased
Shareholder where Shares of the Corporation are owned by a
deceased Shareholder and a person who is not active in the
business or the Corporation as joint tenants; (c) the trustee
or successor trustee of a trust holding the Shares as a trust
asset; and (d) any other person who may, because of the
community property or other law of the jurisdiction, acquire
without formal probate proceedings any right, title or
interest in or to the Shares of a deceased Shareholder by
reason of the death of a deceased Shareholder. The estate of
a deceased Shareholder shall pay, indemnify and save the
purchasing parties harmless from all costs and expenses
required to enable the estate of the deceased Shareholder to
transfer U1, legal and equitable tax-free title to the Shares
of the deceased Shareholder.
Purchase Price [Annual Agreement or arbitration]
The purchase price per Share to be sold under the provisions
of this Agreement, shall be the book value per Share as of
the close of business on the last day of the calendar month
preceding the date of the event causing the purchase and
sale, and in any event shall not be less than $0.12 USD per
share. In the event that the Corporation's shares shall be
listed for sale on a "stock exchange", the purchase price per
share shall be the equal to the average price of the shares
sold over a period of 10 days prior to the Notice of Sale.
The book value shall be determined from the books of account
as of that date by the independent public accountant(s)
regularly engaged of the Corporation on that date. The
determination of the accountant(s) shall be conclusive and
binding, and made in accordance with accounting principles
applied on a basis consistent with those previously applied
by the Corporation.
The Corporation's "book value" shall mean the difference
between the total assets and the total liabilities of the
Corporation as so determined. The book value per Share shall
be determined by dividing the book value of the Corporation
by the number of Shares outstanding on the date as of which
the book value is determined.
Notices
All notices required to be given hereunder shall be given by
personally delivering such notice or by mailing it, via
Certified mail, to the secretary of the Corporation and to
the Shareholder at the following addresses:
Xxxxx Xxxxx-0000 Xxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxx X0X 0X0
Xxxxxxx Xxxxxxxxx-00 Xxxxxx Xxxxxx, Xxxxxxxxx 000, Xxxxxxx,
Xxxxxxx, X0X 0X0
The above addresses may only be changed by giving written
notice of such change of address, via certified mail, to all
of the other Parties.
Restrictions On Certificates
The Corporation and the Shareholder agree that all
certificates representing all Shares of the Corporation which
at any time are subject to the provisions of this Agreement
shall have endorsed upon them the following legend:
"The shares of stock represented by this certificate
have not been registered under the Securities Act of
1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration
provisions of such Act has been made or unless
availability of an exemption from such registration
provisions has been established, or unless sold pursuant
to rule 144 under the Securities Act of 1933".
Under no circumstances shall any sale or other transfer of
any Shares subject hereto be valid until the proposed
transferee thereof shall have executed and become a party to
this Agreement and thereby shall have become subject to all
of the provisions hereof.
Severability
In the event that any of the provisions, or portions thereof,
or this Agreement are held to be unenforceable or invalid by
any court of competent jurisdiction, the validity and
enforceability of the remaining provisions, or portions
thereof, shall not be affected thereby.
Governing Law
This Agreement has been executed in and shall be governed by
the laws of the State of Nevada.
Inurement
Subject to the restrictions against transfer or &, assignment
as herein contained, the provisions of this Agreement shall
inure to the benefit of and shall be binding upon the
assigns, successors-in-interest, personal representatives,
estates, heirs and legatees of each of the Parties.
Entire Agreement
This Agreement contains the entire understanding between the
Parties concerning the subject matter contained herein. There
are no representations, agreements, arrangements or
understandings, oral or written, between or among the
Parties, relating to the subject matter of this Agreement,
which are not fully expressed herein.
Option And Mandatory Purchase. In the event of the death or
permanent disability of the Shareholder, the Corporation
shall have the option to purchase the Shares of the deceased
or disabled Shareholder in the manner and on the terms and
conditions provided herein. Subject to the conditions herein,
if the Corporation does not elect to purchase all of such
Shares, the Remaining Shareholders shall purchase all Shares
not so purchased by the Corporation, on the terms and
conditions provided herein.
Procedure. In the event of the death of the Shareholder, the
executor of administrator of such deceased Shareholder shall
promptly give written notice of such death to the secretary
of the Corporation. In the event of permanent disability, the
disabled Shareholder shall give written notice to the
secretary of the Corporation and the Remaining Shareholders.
The sale shall be effective on the six month anniversary of
the disability.
Upon receipt of notice of death or disability hereunder, the
secretary shall cause a meeting to be called to afford the
Corporation the opportunity to exercise its option to
purchase the Shares of the deceased or disabled Shareholder.
The meeting shall be called for a date not later than fifteen
(15) days from the date of delivery to the Corporation of the
notice of death or disability, and written notice of the
meeting shall be given to all of the directors and
Shareholders not later than ten (10) days prior to the date
set therefor. At the meeting, the Corporation shall have the
first option to purchase all or any portion of the Shares of
the deceased or disabled Shareholder. Al sales under this
paragraph shall be for the purchase price and paid on the
terms and conditions set forth in the paragraphs below. The
failure of the disabled Shareholder or the representative of
a deceased Shareholder to give the notices required hereunder
shall not affect the rights of the Corporation.
Independent Legal Advice
The Shareholder acknowledges that he has had the opportunity
to seek independent legal advice with respect to this
agreement.
IN WITNESS WHEREOF, the Parties have executed this Stock
Restriction Agreement on
April 23, 2002.
Urbanalien Corporation
By:
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Secretary of the Corporation Date
Witness:
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By:
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Shareholder - Xxxxxxx Xxxxxxxxx Date
Witness:
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