Call Option Agreement between
Ladsleigh Investments Limited and
eFunds Xxxxxx.Xxx, Inc.
March 2, 2000
Ladsleigh Investments Limited (Ladsleigh) hereby sells eFunds Xxxxxx.Xxx, Inc.
(eFunds) a Call Option, in exchange for all accrued and future interest on the
$2,850,000 Promissory Note between eVision XXX.Xxx, Inc. (eVision) and Ladsleigh
dated July 30, 1999 (Note) being forgiven and $250,000, with terms as described
below:
Exercise Price The total exercise price of the Call Option is $2,850,000.
Underlying The Call Option's underlying securities are 100,000 shares
Securities of Lil Capital, Inc. (Lil) which represents one hundred
percent (100%) of the issued and outstanding stock of Lil.
Anti-Dilutive Ladsleigh hereby agrees to not issue additional shares in
Provision Lil and that the Underlying Securities will remain one
hundred percent (100%) of the issued and outstanding stock
of Lil.
Expiration This Call Option expires in 10 years from the date of this
agreement.
Loan Offset Ladsleigh hereby agrees to offset the proceeds received from
the exercise of this Call Option against the Note.
eFunds will retain all proceeds from the exercise of this
Call Option until the Note has been fully repaid.
Escrow and All Underlying Securities will be held by and pledged to
Pledge eFunds tosecure the exercise of this Call Option.
Partial Exercise eFunds has the right to partially exercise the Call Option.
Ownership of the prevailing Underlying Securities will be
transferred pro-rata to eFunds upon partial exercise. When
required, quantities will be rounded up to the next smallest
unit size.
If eFunds' exercising results in the Call Option being
completely exercised, the remaining untransferred Underlying
Securities will be transferred to eFunds.
Further Ladsleigh hereby agrees that it will not cause Lil to enter
Commitments into any further commitments or transactions; or transfer
any assets in or out of Lil, without the prior approval of
eFunds.
For and on behalf of:
/s/ Xxxxxx X. Xxxxxxxx
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Ladsleigh Investments Limited
Agreed and accepted by:
/s/ Xxxx Xxxx
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eFunds Xxxxxx.Xxx, Inc.
