EXHIBIT 4.1
OPTION AGREEMENTS
167 16
WRITTEN CONSENT
OF SOLE DIRECTOR
OF ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
IN LIEU OF SPECIAL MEETING
The undersigned, being the sole director of ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a
Florida corporation (the "Corporation"), hereby consents, in lieu of a special
meeting and pursuant to Section 607.0821 of the Florida Business Corporation
Act, to the adoption of the following resolutions, and directs the Secretary of
the Corporation to file this Consent in the minute book of the Corporation:
WHEREAS, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") is the sole director of the
Corporation;
WHEREAS the Corporation desires to issue to ▇▇▇▇▇▇ an option to acquire
120,000 shares of common stock of the Corporation at a strike price of
twenty-five cents ($.25) per share exercisable for five years from the date of
the option agreement, but not first exercisable until the completion of 6
consecutive months after the effective date of the first registration statement
of the Company.
RESOLVED, that the officers of the Corporation are hereby authorized and
directed to execute that certain Option Agreement in the form attached hereto as
EXHIBIT A, and to do and perform any and all other acts, and execute any and all
other documents that, in their sole discretion, are necessary or appropriate in
connection therewith.
WHEREAS, ▇▇▇▇ Chalihoo ("Chalihoo") is a key person in the Corporation;
WHEREAS, the Corporation desires to issue to Chalihoo, as key personnel,
an option to acquire 150,000 shares of common stock of the Corporation at a
strike price of twenty-five cents ($.25) per share, exercisable for five years
after the date of the option agreement, but with the restriction that an option
to acquire only 30,000 shares may be exercised after the completion of one year
following the effective date of the first registration statement of the
Corporation, and that an option to acquire the other 120,000 shares may be
exercised after the completion of two years following the effective date of the
first registration statement of the Corporation, and with the further
restriction that Chalihoo be employed by the Corporation at the time of any
exercise of options.
RESOLVED, that the officers of the Corporation are hereby authorized and
directed to execute that certain Option Agreement in the form attached hereto as
EXHIBIT B, and to do and perform any and all other acts, and execute any and all
other documents that, in their sole discretion, are necessary or appropriate in
connection therewith.
WHEREAS, ▇▇▇▇▇ ▇▇▇▇ ("▇▇▇▇") is a key person in the Corporation;
168
WHEREAS, the Corporation desires to issue to ▇▇▇▇, as key personnel, an
option to acquire 50,000 shares of common stock of the Corporation at a strike
price of twenty-five cents ($.25) per share, exercisable for five years after
the date of the option agreement, but with the restriction that an option to
acquire only 10,000 shares may be exercised only after the completion of one
year following the effective date of the first registration statement of the
Corporation, and that an option to acquire the other 40,000 shares may be
exercised only after the completion of two years following the effective date of
the first registration statement of the Corporation, and with the further
restriction that ▇▇▇▇ be employed by the Corporation at the time of any exercise
of options.
RESOLVED, that the officers of the Corporation are hereby authorized and
directed to execute that certain Option Agreement in the form attached hereto as
EXHIBIT C, and to do and perform any and all other acts, and execute any and all
other documents that, in their sole discretion, are necessary or appropriate in
connection therewith.
FURTHER RESOLVED, that the Corporation is hereby authorized to issue to
"executive management personnel" of the Corporation options to acquire an
additional 680,000 shares of common stock of the Corporation at a strike price
of twenty-five cents ($.25) per share, exercisable for five years from the date
of the option agreement, but not first exercisable until the completion of 6
consecutive months after the effective date of the first registration statement
of the Corporation, and that the officers of the Corporation are hereby
authorized and directed to execute such agreements, and to do and perform any
and all other acts that, in their sole discretion, are necessary or appropriate
in connection therewith.
FURTHER RESOLVED, that the Corporation is hereby authorized to issue to
"key personnel" of the Corporation options to acquire an additional 220,000
shares of common stock of the Corporation at a strike price of twenty-five cents
($.25) per share, exercisable for five years from the date of the option
agreement, provided that 20 percent of any option grant may be exercised after
one year has elapsed following the effective date of the first registration
statement of the Corporation and that 80 percent thereof may be exercised after
two years have elapsed following such effective date, and further provided that
the employee to whom the option is granted is employed by the Corporation at the
time of exercise. The officers of the Corporation are hereby authorized and
directed to execute such agreements, and to do and perform any and all other
acts that, in their sole discretion, are necessary or appropriate in connection
therewith.
Dated as of:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as sole
director of the Corporation
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169
EXHIBIT A
OPTION AGREEMENT
DATED
____________,1999
PARTIES:
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Florida corporation (the "Corporation"), with an
address at
.
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), with an address at
------------------------------------------.
RECITALS:
WHEREAS, ▇▇▇▇▇▇ is the sole director of the Corporation.
WHEREAS, the Corporation desires to grant to ▇▇▇▇▇▇ an option to acquire
120,000 shares of the common stock of the Corporation at the price and upon the
terms hereinafter set forth.
NOW THEREFORE, in consideration of the receipt of $1.00 and other good and
valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, the parties hereby agree upon the following terms.
TERMS:
Option.
▇▇▇▇▇▇ is hereby granted the right to acquire ONE HUNDRED AND TWENTY
THOUSAND (120,000) shares of the common stock of the Corporation, during the
period commencing on the date of this Option Agreement and ending on the fifth
anniversary of the date of this Option Agreement (the "Option Period") at a
price of twenty-five cents ($.25) per share (the "Option").
2. Restriction on Time of Exercise. The Option may not be exercised, in
whole or in part, until the date that is six (6) months following the effective
date of the first Registration Statement of the Corporation.
3. Minimum Exercise.
Subject to the terms of Section 2, above, the Option may be exercised
in whole or in part, from time to time and at any time and at multiple times
during the Option Period, but for an amount of no less than 5,000 shares at any
one time.
170 17
4. Payment of the Purchase Price of Shares. Payment for the purchase of
shares pursuant to the Option shall be made by cashier's check, attorney's trust
account check, or wire transfer, at a closing to be held no later that 30 days
after delivery of notice of exercise of rights under the Option.
5. Adjustment of Option Shares and Option Price.
The number of shares subject to the Option shall be adjusted for any
stock dividend, subdivision, split-up or combination or exchange of common stock
of the Corporation, and the purchase price of each share shall be adjusted
accordingly.
6. Transferability.
This Agreement and all rights hereunder shall not be transferable by
▇▇▇▇▇▇ at any time without the prior written consent of the Corporation. This
Agreement and all the rights hereunder shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns and
transferees.
7. Governing Law.
This Agreement is executed and delivered in, and shall be governed by
and construed in accordance with, the laws of the State of Florida.
8. Amendment.
This Agreement, or any provision hereof, may not be amended, changed or
modified without the written consent of each of the parties hereto.
9. Notices.
Any notice to be given hereunder shall be in writing, and shall be
delivered personally, or by a service obtaining a receipt for delivery, or by
registered or certified mail, postage prepaid, return receipt requested,
addressed to the party at the address shown above or such changed address as to
which notice has previously been given hereunder, and deemed given when so
delivered or 3 days after such mailing.
171 18
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
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WITNESSES: ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Florida
corporation
By:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Print Name:
Print Name:
As to the Corporation
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[signature page to option agreement between ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. inc. and ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇]
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172
EXHIBIT B
OPTION AGREEMENT
DATED
____________, 1999
PARTIES:
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Florida corporation (the "Corporation"), with an
address at
.
▇▇▇▇ Chalihoo ("Chalihoo"), with an address at
------------------------------------------.
RECITALS:
WHEREAS, Chalihoo is a key employee of the Corporation.
WHEREAS, the Corporation desires to grant to Chalihoo an option to acquire
150,000 shares of the common stock of the Corporation at the price and upon the
terms hereinafter set forth.
NOW THEREFORE, in consideration of the receipt of $1.00, Chalihoo's
continued employment with the Corporation and other good and valuable
consideration, the sufficiency and/or receipt of which is hereby acknowledged,
the parties hereby agree upon the following terms.
TERMS:
Option.
Chalihoo is hereby granted the right to acquire ONE HUNDRED AND FIFTY
THOUSAND (150,000) shares of the common stock of the Corporation, during the
period commencing on the date of this Option Agreement and ending on the fifth
anniversary of the date of this Agreement (the "Option Period") at a price of
twenty-five cents ($.25) per share (the "Option").
2. Restriction on Exercise.
The exercise of the Option described in Section 1 is subject to the
following restrictions:
(a) No Option may be exercised under this Option Agreement, either in
whole or in part, until the first anniversary of the effective date of the first
Registration Statement of the Corporation.
(b) An Option to acquire up to 30,000 shares under this Option
Agreement may be exercised beginning on the first anniversary of the effective
date of the first Registration Statement of the Corporation.
173 19
(c) An Option to acquire all remaining shares under this Option
Agreement may be exercised beginning on the second anniversary of the effective
date of the first Registration Statement of the Corporation.
3. Minimum Exercise.
Subject to the terms of Section 2, above, the Option may be exercised
in whole or in part, from time to time and at any time and at multiple times
during the Option Period, but for an amount of no less than 5,000 shares at any
one time.
4. Payment of the Purchase Price of Shares.
Payment for the purchase of shares pursuant to the Option shall be made
by cashier's check, attorney's trust account check, or wire transfer, at a
closing to be held no later that 30 days after delivery of notice of exercise of
rights under the Option.
5. Adjustment of Option Shares and Option Price.
The number of shares subject to the Option shall be adjusted for any
stock dividend, subdivision, split-up or combination or exchange of common stock
of the Corporation, and the purchase price of each share shall be adjusted
accordingly.
6. Transferability.
This Agreement and all rights hereunder shall not be transferable by
Chalihoo at any time without the prior written consent of the Corporation. This
Agreement and all the rights hereunder shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns and
transferees.
7. Forfeiture.
If Chalihoo's employment with the Corporation should terminate at any
time during the Option Period, voluntarily or involuntarily, for any reason
whatsoever, including but not limited to death or disability, termination with
or without cause, or Chalihoo's resignation, Chalihoo shall forfeit the right to
exercise any portion of the Option remaining at the time of such termination.
8. Governing Law.
This Agreement is executed and delivered in, and shall be governed by
and construed in accordance with, the laws of the State of Florida.
9. Amendment.
This Agreement, or any provision hereof, may not be amended, changed or
modified without the written consent of each of the parties hereto.
10. Notices.
Any notice to be given hereunder shall be in writing, and shall be
delivered personally, or by a service obtaining a receipt for delivery, or by
registered or certified mail, postage prepaid, return receipt requested,
174 20
addressed to the party at the address shown above or such changed address as to
which notice has previously been given hereunder, and deemed given when so
delivered or 3 days after such mailing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
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WITNESSES: ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Florida
corporation
By:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Print Name:
Print Name:
As to the Corporation
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▇▇▇▇ Chalihoo
Print Name:
Print Name:
As to ▇▇▇▇ Chalihoo
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[signature page to option agreement between ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. inc. and ▇▇▇▇
Chalihoo]
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175
EXHIBIT C
OPTION AGREEMENT
DATED
____________, 1999
PARTIES:
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Florida corporation (the "Corporation"), with an
address at
.
▇▇▇▇▇ ▇▇▇▇ ("▇▇▇▇"), with an address at
------------------------------------------.
RECITALS:
WHEREAS, ▇▇▇▇ is a key employee of the Corporation.
WHEREAS, the Corporation desires to grant to ▇▇▇▇ an option to acquire
50,000 shares of the common stock of the Corporation at the price and upon the
terms hereinafter set forth.
NOW THEREFORE, in consideration of the receipt of $1.00, ▇▇▇▇'▇ continued
employment with the Corporation and other good and valuable consideration, the
sufficiency and/or receipt of which is hereby acknowledged, the parties hereby
agree upon the following terms.
TERMS:
Option.
▇▇▇▇ is hereby granted the right to acquire FIFTY THOUSAND (50,000)
shares of the common stock of the Corporation, during the period commencing on
the date of this Option Agreement and ending on the fifth anniversary of the
date of this Agreement (the "Option Period") at a price of twenty-five cents
($.25) per share (the "Option").
2. Restriction on Exercise.
The exercise of the Option described in Section 1 is subject to the
following restrictions:
(a) No Option may be exercised under this Option Agreement, either in
whole or in part, until the first anniversary of the effective date of the first
Registration Statement of the Corporation.
(b) An Option to acquire up to 10,000 shares under this Option
Agreement may be exercised beginning on the first anniversary of the effective
date of the first Registration Statement of the Corporation.
176 21
(c) An Option to acquire all remaining shares under this Option
Agreement may be exercised beginning on the second anniversary of the effective
date of the first Registration Statement of the Corporation.
3. Minimum Exercise.
Subject to the terms of Section 2, above, the Option may be exercised
in whole or in part, from time to time and at any time and at multiple times
during the Option Period, but for an amount of no less than 5,000 shares at any
one time.
4. Payment of the Purchase Price of Shares.
Payment for the purchase of shares pursuant to the Option shall be made
by cashier's check, attorney's trust account check, or wire transfer, at a
closing to be held no later that 30 days after delivery of notice of exercise of
rights under the Option.
5. Adjustment of Option Shares and Option Price.
The number of shares subject to the Option shall be adjusted for any
stock dividend, subdivision, split-up or combination or exchange of common stock
of the Corporation, and the purchase price of each share shall be adjusted
accordingly.
6. Transferability.
This Agreement and all rights hereunder shall not be transferable by
▇▇▇▇ at any time without the prior written consent of the Corporation. This
Agreement and all the rights hereunder shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns and
transferees.
7. Forfeiture.
If ▇▇▇▇'▇ employment with the Corporation should terminate at any time
during the Option Period, voluntarily or involuntarily, for any reason
whatsoever, including but not limited to death or disability, termination with
or without cause, or ▇▇▇▇'▇ resignation, ▇▇▇▇ shall forfeit the right to
exercise any portion of the Option remaining at the time of such termination.
8. Governing Law.
This Agreement is executed and delivered in, and shall be governed by
and construed in accordance with, the laws of the State of Florida.
9. Amendment.
This Agreement, or any provision hereof, may not be amended, changed or
modified without the written consent of each of the parties hereto.
10. Notices.
Any notice to be given hereunder shall be in writing, and shall be
delivered personally, or by a service obtaining a receipt for delivery, or by
registered or certified mail, postage prepaid, return receipt requested,
addressed to the party at the address shown above or such changed address as to
which notice has previously been given hereunder, and deemed given when so
delivered or 3 days after such mailing.
177
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
-------------------------------------------------------------------------------
WITNESSES: ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Florida
corporation
By:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Print Name:
Print Name:
As to the Corporation
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-------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇
Print Name:
Print Name:
As to ▇▇▇▇▇ ▇▇▇▇
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[signature page to option agreement between ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. inc. and ▇▇▇▇▇
▇▇▇▇]
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178 22