EXHIBIT 99.3
SHARE PURCHASE OPTION
THIS OPTION AND AGREEMENT made September 15, 2004
BETWEEN:
XXXXXX VENTURES INC., a Nevada corporation;
(the "Optionor")
OF THE FIRST PART
AND:
XXXXX XXXXX;
(the "Optionee")
OF THE SECOND PART
NOW THEREFORE THIS OPTION AND AGREEMENT WITNESSES that in consideration of
the sum of $10.00 paid by the Optionee to the Optionor, and other good and
valuable consideration (the receipt and sufficiency of which is by the Optionor
hereby acknowledged), the parties hereto agree as follows:
1. The Optionor hereby grants to the Optionee the sole, exclusive and
irrevocable option to purchase 100,000 shares of Common Stock of the Optionor
(the "Shares") at a price of $0.10 United States funds per share, vesting at the
rate of 25,000 options at the beginning of every three month period commencing
September 15, 2004, while the Optionee is employed by the Company.
2. This option may be exercised in respect of all or any part of the options
that have vested according to this option at any time until 5:00 p.m. on
September 15, 2009, at which time this option shall terminate and be null and
void and no longer binding on either party hereto.
3. This option may be exercised in whole or in part at any time and from
time to time by giving the Optionor written notice specifying the number of
Shares being purchased, accompanied by payment in full for the number of Shares
so purchased, whereupon the Optionor shall forthwith deliver to the Optionee a
certificate representing the Shares so purchased.
4. If any change is made to the issued shares of the Optionor which are the
same class and kind as the Shares by way of consolidation, subdivision,
reclassification, amalgamation or otherwise at any time before this option is
exercised, the Shares shall be deemed to be increased or decreased to such
number or altered to such class and kind as would have resulted from such change
if this option had been exercised before the date of such change.
5. Time shall be of the essence of this option and agreement.
6. This option and agreement are personal to the Optionee and may not be
assigned by the Optionee.
7. This Agreement will enure to the benefit of and be binding on the parties
and their respective successors, heirs, executors and administrators, and will
be interpreted with such changes of gender and number as the context hereof
requires.
8. This Agreement constitutes the entire agreement, and supersedes all
previous understandings, expectations, communications, representations and
agreements, whether written or verbal, between the parties with respect to the
subject matter hereof.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
day and year first above written.
XXXXXX VENTURES INC.
Per: /s/ "Xxx Xxxxx"
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Authorized Signatory
/s/ "Xxxxx Xxxxx"
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XXXXX XXXXX
