PUT/OPTION AGREEMENT
THIS PUT/OPTION AGREEMENT ("Agreement") is entered into this 22nd day
of August, 1997, by and between Xxxx Xxxxxxx'x XX Inc., a Colorado corporation
("Xxxx"), and Xxxxxx Xxxxxxxxxx ("Xxxxxxxxxx").
WHEREAS, Monterosso desires to acquire from Xxxx an option to purchase
up to 7,800,000 shares of common stock (the "Shares") of Group V Corporation, a
Delaware corporation ("GRPV") which Xxxx owns or will acquire as a result of its
election to convert 100,000 shares of Series B Preferred Stock of GRPV (the
"Series B Shares"); and,
WHEREAS, Xxxx desires to xxxxx Xxxxxxxxxx an option to purchase the
Shares subject to the terms and conditions set forth below.
NOW, THEREFORE, for and in consideration of the mutual promises herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and subject to the terms and conditions set forth
below, Xxxx and Xxxxxxxxxx agree as follows:
1. Xxxx hereby grants to Monterosso an option (the "Option") to acquire
the Shares at a purchase price of $.15 per share, increased or
decreased proratably, as the case may be, to give effect to any reverse
or forward stock splits, respectively ("Option Price").
2. It shall be a condition precedent to the exercise of the Option created
by this Agreement that neither the Board of Directors nor the
shareholders of GRPV shall effect a reverse split of GRPV's capital
stock prior to April 1, 1998. In the event of a stock split by GRPV
Xxxx may, at its election, require Monterosso to purchase within five
(5) days all Shares not previously purchased by Monterosso pursuant to
the Option, or the Put (as defined below), at a price of $.15 per
share.
3. This Option may be exercised in whole or in part and from time to time,
provided that no exercise of this Option shall be effective until this
Option has been exercised with respect to a least One Hundred Thousand
(100,000) of the Shares. Any subsequent exercise of this Option shall
be for a minimum of One Hundred Thousand (100,000) of such Shares.
4. Monterosso shall have until August 1, 1998 to exercise this Option as
to all or any portion of the Shares.
5. In consideration of the Option, which is currently in the money,
Monterosso hereby grants Xxxx the right to require Monterosso to
purchase ("Put") the Shares not previously purchased by Monterosso, and
Monterosso hereby agrees to purchase the Shares tendered, at a price of
$.15 per share ("Put Price"). This right to Put Shares to Monterosso
shall begin on the date hereof and continue for a period of one (1)
year immediately following the date hereof, with written notice within
five (5) days of the first day of each month (the "Tender Date"), in
accordance with the following schedule:
Number of Shares Which
Monterosso is Required to After the Tender
Purchase if Tendered Date of:
------------------------- -----------------
102,667 October 1, 1997
205,333 November 1, 1997
306,667 December 1, 1997
798,222 January 1, 1998
798,222 February 1, 1998
798,222 March 1, 1998
798,222 April 1, 1998
798,222 May 1, 1998
798,222 June 1, 1998
798,222 July 1, 1998
798,222 August 1, 1998
799,557 September 1, 1998
Monterosso shall have five (5) days to remit the Put Price for Shares
tendered, in good funds, to Xxxx or the custodian, as directed in
writing by Xxxx.
6. Exercise of the Option granted herein shall be accomplished by written
notice to Xxxx at the address set forth below specifying the number of
the Shares being purchased, accompanied by the Option Price per share,
in good funds. The exercise of the Put granted herein shall be
accompanied by written notice to Monterosso in accordance with the
terms hereof at the address set forth below specifying the number of
Shares being tendered with a copy of irrevocable instructions to the
custodian of the Shares to deliver such Shares upon receipt of good
funds.
7. In the event Xxxx fails to deliver the certificates or order via DTC
the transfer of Shares purchased by Monterosso pursuant to the Option,
or if Monterosso fails to tender in good funds the Put Price of any of
the Shares tendered by Xxxx in accordance with the terms hereof (a
"Default"), the respective rights granted to the defaulting party
hereunder shall automatically terminate. However, any failure resulting
from a Stop Transfer order by GRPV or GRPV's refusal to issue the
Shares upon request for conversion of the Series B Shares shall not
constitute a Default and the terms hereof and Tender Dates shall be
tolled until such time as the Shares are issued or such Stop Transfer
rescinded.
This Agreement and the rights hereunder shall not be assigned by either
party hereto.
8. A facsimile, telecopy or other reproduction of this instrument may be
executed by one or more parties hereto and such executed copy may be
delivered by facsimile or similar instantaneous electronic transmission
device pursuant to which the signature of or on behalf of such party
can be seen, and such execution and delivery shall be considered valid,
binding and effective for all purposes. At the request of any party
hereto, all parties agree to execute an original of this instrument as
well as any facsimile, telecopy or other reproduction hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first written above.
"Xxxx"
Xxxx Xxxxxxx'x XX Inc.
By: /s/ Xxxx X. Xxxx
----------------------------------
Name: Xxxx X. Xxxx
Title: CEO
Address: 0 Xxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
"Monterosso"
/s/ Xxxxxx Xxxxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxxxx, an individual
Address: 000 00xx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
