OPTION/ PURCHASE AGREEMENT
OPTION/
PURCHASE AGREEMENT
THIS
AGREEMENT (“Agreement”), dated as of September 12, 2006, is by and between Titan
Global Holdings, Inc. ("TITAN"), and Laurus Master Fund, Ltd. (“LAURUS”)
(collectively, the “PARTIES”).
W
I T N E S S E T H
WHEREAS,
LAURUS owns approximately 2,500,000 shares of Common Stock of TITAN (the
“Shares”).
WHEREAS,
LAURUS desires to grant to TITAN, the call option to repurchase an aggregate
of
1,250,000 of the Shares, from the date hereof through December 31, 2006, free
and clear of all liens, claims, and encumbrances thereon (the "Option Shares")
in consideration for the purchase price and upon the terms and conditions
hereinafter set forth; and
NOW
THEREFORE, in consideration of the promises and respective mutual agreements
herein contained, it is agreed by and between the PARTIES hereto as
follows:
ARTICLE
1
OPTION
1.1 Grant
of Option.
Upon
execution of this Agreement (the "Closing"), subject to the terms and conditions
herein set forth, and on the basis of the representations, warranties and
agreements herein contained, LAURUS shall grant to TITAN the right and option
to
repurchase (the “Option”) pursuant to the terms hereof up to an aggregate of
1,250,000 shares of common stock of TITAN which shares are beneficially owned
by
LAURUS. Exercise of the Option by TITAN is subject to the prior repayment,
on or
before December 31, 2006, of all outstanding amounts (the “Outstanding Amounts”)
owed by TITAN to LAURUS pursuant to those certain secured revolving note dated
November 20, 2003, minimum borrowing note dated November 20, 2003, convertible
term note dated March 30, 2004 and convertible term note dated November 20,
2003, in each case issued by TITAN to Laurus.
1.2 Consideration
for the Option.
At the
closing, in consideration for the grant of the Option by LAURUS, TITAN shall
pay
to LAURUS the sum of five hundred ($500) dollars. LAURUS agrees that its receipt
of such funds shall constitute payment in full for the Option.
1.3 Terms
of the Option.
Pursuant to the Option, TITAN shall be entitled to receive the Option Shares
upon exercise of the Option, by delivery of written notice (the “Exercise
Notice”) and the purchase price of five hundred ($500) dollars, provided that
all Outstanding Amounts have been paif by TITAN to LAURUS.
Within
two (2) business days of LAURUS’ receipt of the Exercise Notice, LAURUS shall
return its certificate(s) representing the Option Shares, duly endorsed for
transfer, to TITAN’s counsel to arrange for the transfer of the Option Shares to
TITAN. In the event a certificate for a greater number of shares is submitted,
counsel will arrange for the reissuance of a certificate to LAURUS evidencing
the balance of the shares.
ARTICLE
2
REPRESENTATIONS
AND COVENANTS OF LAURUS
2.1 LAURUS
hereby represents and warrants that:
(a) The
grant
of the Option and transfer of the Option Shares hereunder have been duly
authorized by the appropriate corporate action of LAURUS.
(b) Upon
exercise of the Option, LAURUS shall transfer title, in and to the Option Shares
to TITAN free and clear of all liens, security interests, pledges, encumbrances,
charges, demands and claims, of any kind and nature whatsoever, whether direct
or indirect or contingent.
ARTICLE
3
MISCELLANEOUS
3.1 Entire
Agreement.
This
Agreement sets forth the entire agreement and understanding of the parties
hereto with respect to the transactions contemplated hereby, and supersedes
all
prior agreements, arrangements and understandings related to the subject matter
hereof. No understanding, promise, inducement, statement of intention,
representation, warranty, covenant or condition, written or oral, express or
implied, whether by statute or otherwise, has been made by any party hereto
which is not embodied in this Agreement or the written statements, certificates,
or other documents delivered pursuant hereto or in connection with the
transactions contemplated hereby, and no party hereto shall be bound by or
liable for any alleged understanding, promise, inducement, statement,
representation, warranty, covenant or condition not so set forth.
3.2 Notices.
Any
notice, request, instruction, or other document required by the terms of this
Agreement, or deemed by any of the parties hereto to be desirable, to be given
to any other party hereto shall be in writing and shall be given by facsimile,
personal delivery, overnight delivery, or mailed by registered or certified
mail, postage prepaid, with return receipt requested. If notice is given by
facsimile, personal delivery, or overnight delivery in accordance with the
provisions of this Section, said notice shall be conclusively deemed given
at
the time of such delivery. If notice is given by mail in accordance with the
provisions of this Section, such notice shall be conclusively deemed given
seven
days after deposit thereof in the United States mail.
3.3 Waiver
and Amendment.
Any
term, provision, covenant, representation, warranty or condition of this
Agreement may be waived, but only by a written instrument signed by the party
entitled to the benefits thereof. The failure or delay of any party at any
time
or times to require performance of any provision hereof or to exercise its
rights with respect to any provision hereof shall in no manner operate as a
waiver of or affect such party's right at a later time to enforce the same.
No
waiver by any party of any condition, or of the breach of any term, provision,
covenant, representation or warranty contained in this Agreement, in any one
or
more instances, shall be deemed to be or construed as a further or continuing
waiver of any such condition or breach or waiver of any other condition or
of
the breach of any other term, provision, covenant, representation or warranty.
No modification or amendment of this Agreement shall be valid and binding unless
it be in writing and signed by all parties hereto.
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3.4 Choice
of Law.
This
Agreement and the rights of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of New York including all
matters of construction, validity, performance, and enforcement and without
giving effect to the principles of conflict of laws.
3.5 Jurisdiction.
The
parties submit to the jurisdiction of the Courts of the County of New York,
State of New York or a Federal Court empaneled in the State of New York for
the
resolution of all legal disputes arising under the terms of this Agreement,
including, but not limited to, enforcement of any arbitration
award.
3.6 Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which shall together constitute one and the
same
instrument.
3.7 Attorneys'
Fees.
Except
as otherwise provided herein, if a dispute should arise between the parties
including, but not limited to arbitration, the prevailing party shall be
reimbursed by the non-prevailing party for all reasonable expenses incurred
in
resolving such dispute, including reasonable attorneys' fees exclusive of such
amount of attorneys' fees as shall be a premium for result or for risk of loss
under a contingency fee arrangement.
3
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the
date
first written hereinabove.
| TITAN GLOBAL HOLDINGS, INC. | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
||
| Title: Chairman | ||
| LAURUS MASTER FUND, LTD. | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇ Grin | |
|
Name: ▇▇▇▇▇ Grin |
||
| Title: Director | ||
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