STOCK OPTION AGREEMENT BETWEEN V2K INTERNATIONAL, INC. AND AMERIVON HOLDINGS LLC DATED JUNE 6, 2008
EXHIBIT 4.1
STOCK OPTION AGREEMENT BETWEEN
V2K INTERNATIONAL, INC. AND AMERIVON HOLDINGS
LLC
DATED JUNE 6, 2008
THIS AGREEMENT is made by and
between Amerivon Holdings LLC, a Nevada limited liability company (the
"Optionee") and V2K International, Inc., a Colorado corporation (the "Company"),
as of June 6, 2008.
In
consideration of the mutual covenants contained herein and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
Upon receipt and acceptance by the
Company of such Form accompanied by the payment specified, the Optionee shall be
deemed to be the record owner of the Stock purchased. Upon such
receipt and acceptance, the Company shall immediately issue a stock certificate
for the number of shares of Stock exercised.
1
X=Y(A-B)
A
Where:
X= the number of shares of Stock to be issued;
Y= the
total number of shares covered by the Option to be surrendered, including both
the number of shares being exercised and the number of shares being cancelled to
pay for the shares being exercised.;
A = the
Fair Market Value (as defined below) of one (1) share of the Stock;
and
B =
the Exercise Price
For
purposes of this Section 3.4, the Fair Market Value of a share of Stock shall
mean the average closing price of the Common Stock quoted on any exchange on
which the Stock is listed, for the thirty (30) trading days prior to the date of
determination of the Fair Market Value. If the Stock is not publicly
traded, the Fair Market Value shall be determined by the Company’s Board of
Directors.
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To the
Optionee: Amerivon
Holdings LLC
0000 X. Xxxxxxxx Xxxx Xxxx, Xxxxx
000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx
00000
e-mail: xxxx@xxxxxxxx.xxx
fax: 000-000-0000
To the
Company: V2K
International, Inc.
00000 X.
Xxxxxx Xxx Xx 000
Xxxxxxxx,
XX 00000
e-mail:
xxxxxx@x0x.xxx
fax:
000-000-0000
9. Applicable
Law. This Option and the relationship of the parties in
connection with its subject matter shall be governed by, and construed under,
the laws of the State of Colorado.
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V2K
International, Inc.
/s/ Xxxxxx X.
Xxxxx
By: Xxxxxx
X. Xxxxx
Title: Chief
Executive Officer
THE
OPTIONEE: Amerivon
Holdings LLC
/s/ Xxx X.
Xxxxxx
By Xxx X.
Xxxxxx
Title: Chief
Executive Officer
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REQUEST
TO EXERCISE FORM
Dated:______________
The
undersigned hereby irrevocably elects to exercise all or part, as specified
below, of the option ("Option") granted to him or her pursuant to a
certain stock option agreement ("Agreement") effective June __, 2008 between the
undersigned and _______________ (the "Company") to purchase an aggregate of
_______ shares of the Company’s common stock, no par value (the
"Stock").
The
undersigned hereby (check the box):
____
|
Tenders
cash in the amount of $0.30 per share multiplied by ____________, the
number of shares of Stock he is purchasing at this time, for a total of
$_____________.
|
____
|
Cancels
__________ shares of Stock for the purchase of __________ shares of
Stock.
|
INSTRUCTIONS
FOR REGISTRATION OF SHARES
IN
COMPANY'S TRANSFER BOOKS
Name: __________________________________________
(Please
type or print in block letters)
Address: __________________________________________
__________________________________________
Signature: __________________________________________
Accepted
by ______________________________
By: ____________________________
____________________________
Name
____________________________
Title
5
Schedule
1
Vesting
The
Option shall vest in the amount and based on achievement of the following
events:
Benchmark
#1 – 33.3% vested
|
YE
annual sales > $20.0 million
|
Benchmark
#2 – 66.6% vested
|
YE
annual sales > $30.0 million
|
Benchmark
#3 – 100.0% vested
|
YE
annual sales > $40.0 million
|
“Annual
sales” means the Total Revenues shown on the audited Consolidated Statements of
Operations of V2K International, Inc. for a fiscal year completed during the
term of the Services Agreement between Amerivon Holdings LLC and V2K
International, Inc. dated June 6, 2008.
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