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EXHIBIT 10.07
DATED 12TH JULY 1999
(1) XXXX TRADING LIMITED
(2) XXXXXXX HILLS LTD., INC.
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OPTION AGREEMENT
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[LETTERHEAD]
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THIS AGREEMENT is made on the 12th day of July 1999
BETWEEN:
(1) XXXX TRADING LIMITED ("XXXX") whose address is Lord Coutanche House, 58-68
Esplanade, St. Helier, Jersey, Channel Islands; and
(2) XXXXXXX HILLS LTD., INC. ("BHL") a company incorporated in the State of
Utah and having its principal office at 0000 Xxxxxxx Xxxx, Xxxxx 000x-000.
Xxxxxxxx, XX 00000, XXX
WHEREAS:
(A) Focused Media Limited ("the Company"), a company incorporated in Ireland
under number 280308, is a private company limited by shares and has an
authorized share capital of L1,000,000 of which 151,592 shares of L1 each
have been issued.
(B) BHL is the registered holder and beneficial owner of eighty (80) per cent
of the issued share capital of the Company.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
Unless the context otherwise requires, in this Agreement and the
Schedules the following expressions shall have the following meanings:
"Completion": completion of the sale and purchase of the Option Securities
in accordance with Clause 3;
"the Option": the option granted by BHL to Xxxx under Clause 2;
"the Option Period": the period of two (2) years commencing upon the date
of this Agreement;
"the Option Securities": such number of shares in the capital of the
Company as shall on Completion represent (subject to clause 4.4) thirty
(30) per cent of the issued shares in the capital of, and the voting power
in, the Company.
2. GRANT OF OPTION
In consideration of the sum of L1 (one pound) now paid by Xxxx to BHL
(receipt of which is hereby acknowledged) and the agreement on the part of
Xxxx contained in Clause 4.3, BHL hereby grants to Xxxx the exclusive
option to purchase the Option Securities on the terms of this Agreement.
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3. EXERCISE OF OPTION
3.1 The Option may be exercised during the Option Period in respect of all of
the Option Securities by Xxxx giving written notice to BHL of such
exercise.
3.2 Completion shall take place not later than thirty (30) days following
receipt by BHL of the notice referred to in Clause 3.1.
3.3 At Completion:
(a) Xxxx shall pay or procure the payment to BHL (or as BHL may direct)
of the sum of One Pound (L1);
(b) BHL shall deliver to Xxxx a transfer in respect of the Option
Securities duly signed and completed in favour of Xxxx (or as Xxxx
my direct) together with the certificates therefor;
(c) BHL shall procure that the said transfer shall be registered by the
Company and that an appropriate share certificate in respect of the
Option Securities be sealed and issued by the Company to Xxxx (or as
Xxxx shall direct), and
(d) BHL shall procure that two persons nominated by Xxxx shall be
appointed as directors of the Company.
4. POST-COMPLETION
4.1 For so long as Xxxx or any permitted transferee(s) of Xxxx shall be the
holder(s) of the Option Securities BHL shall procure that Xxxx or any
permitted transferee(s) of Xxxx shall be entitled to appoint two persons
to be directors of the Company.
4.2 In the event that Xxxx wishes to transfer any of the Option Securities to
CNBC Sports International Limited ("CNBC Sports"), NBC Inc., any
shareholder in CNBC Sports or any member of the Parallel Media Group of
companies, BHL shall procure that Xxxx shall be freely entitled to do so.
4.3 Subject to clause 4.4, if Xxxx exercises the Option, Xxxx shall transfer
to NBC Inc., and/or CNBC and/or (at Xxxx'x discretion) CNBC Sports
International Limited in exchange for commercial airtime of equivalent
value such number of the Option Securities as represents no less than
eight (8) per cent of the total issued share capital of the Company. The
minimum value of such commercial airtime will be, subject to clause 4.4,
U.S.$1,500,000.
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4.4 If the Company fails to raise financing in excess of an aggregate amount of
United States Dollars two million (US$2,000,000) by 31 March 2000, the
Option Security shall instead represent fifteen (15) per cent of the issued
shares in the capital of, and the voting power, in the Company and the
references in clause 4.3 to "eight (8) per cent" and "US$1,500,000" shall
instead be references to "four (4) per cent" and "US$750,000" respectively.
BHL will procure that the Company will accept any reasonable proposal put
to it by any person for the provision to the Company of financing of an
aggregate amount exceeding US$2,000,000.
5. WARRANTIES
BHL warrants that,
(a) it is and will on Completion be the sole owner of the Option
Securities with full title guarantee and that the Option Securities
will on Completion be free from all liens, mortgages, charges,
pledges, options, encumbrances, equities and third party interests of
whatever nature (including, without limitation, any rights of
pre-emption); and
(b) the Option Securities will on Completion represent thirty (30) per
cent of the issued share capital of, and voting power in, the Company.
6. BHL'S UNDERTAKINGS
6.1 While the Option remains exercisable BHL shall not without the prior
written consent of Xxxx (such consent not to be unreasonably withheld or
delayed):
(a) sell, transfer or otherwise dispose of (including without prejudice to
the generality of the foregoing accept any offer made to all holders
of the class of securities to which the Option Securities belong) or
mortgage, charge, pledge, grant any option over, or otherwise encumber
or create or permit to be created any equity over, an of the Option
Securities or do or purport to do anything that would upon exercise of
the Option prevent the effective transfer of the Option Securities to
Xxxx;
(b) procure or permit the issue by the Company of any further shares or
the creation of any option(s) to subscribe for shares in the Company;
(c) procure or permit the issue by the Company of any debenture or loan
stock or the creation of any mortgage, charge or encumbrance over a
material part of the Company's assets; or
(d) procure or permit the passing of any resolution by the Company in
general meeting for the winding-up of the Company.
6.2 It is hereby acknowledged that in addition to and without prejudice to any
other rights Xxxx may have under this Agreement Xxxx may in Xxxx'x
discretion and with a view to protecting its interests hereunder file a
stop notice or notices in respect of the Option Securities.
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7. ASSIGNMENT
The benefit of this Agreement shall be freely assignable by Xxxx in
whole or in part
8. GOVERNING LAW
8.1 This Agreement shall be governed by and construed in all respects in
accordance with the English law and it is irrevocably agreed the
courts of England are to have jurisdiction to settle any disputes which
may arise out of or in connection with this Agreement and that
accordingly and suit, action or proceeding arising out of or in
connection with this Agreement (in this Clause referred to as
"Proceedings") may be brought in such courts. Nothing in this Clause
shall limit the right of Xxxx to take Proceedings against BHL in any
other court of competent jurisdiction nor shall the taking of
Proceedings in one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction, whether concurrently or not.
Nothing in this Agreement shall require any of the parties to this
Agreement to breach any provision of the laws of the Republic of
Ireland as they may relate to companies registered in the Republic of
Ireland.
8.2 BHL appoints Xxxxxxx Xxxxxx of Xxxx 00, Xxxxxxxxxx Xxxxxxxx Xxxx,
Xxxxxxxxx Xxxx, Xxxxx, Xxxxxxxx Xxxxxxx, as its authorised agent in
England and Wales for the purpose of accepting service of process for
all purposes in connection with this Agreement.
AS WITNESS the hands of the parties the day and year first above
written
Duly executed by XXXXXXX XXXXX as )
duly authorized attorney for and on behalf of ) /s/ XXXXXXX XXXXX
XXXX TRADING LIMITED )
Duly executed by XXXXXX XXXXX )
for an on behalf of )
XXXXXXX HILLS LTD., INC. )
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