OPTION AGREEMENT
THIS OPTION AGREEMENT ("Agreement") is entered into this 30th day of
May 1998, by and between NuOasis International, Inc., a corporation organized
under the laws of the Commonwealth of the Bahamas ("NuOasis"), and Flexweight
Corp., a Kansas corporation (the "Company").
WHEREAS, the Company proposes to issue to NuOasis option to purchase
shares of its $0.10 par value common stock (the "Common Stock") in connection
with the Company's exchange of securities with NuOasis International, Inc.
("NuOasis") pursuant to the Exchange Agreement dated May 21, 1998 between the
Company and NuOasis, a copy of which is attached hereto as Exhibit "A" and
incorporated by reference herein (the "Exchange Agreement"); and,
WHEREAS, to induce NuOasis to execute the Exchange Agreement the
Company hereby grants NuOasis an option to purchase additional shares of the
Company's Common Stock subject to the terms and conditions set forth below.
NOW, THEREFORE, for and in consideration of the mutual promises herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and subject to the terms and conditions set forth
below, NuOasis and the Company agree as follows:
1. The Option
The Company hereby grants to NuOasis or its assignee (hereinafter
"Holder") an option (the "Option") to acquire Two Hundred Fifty
Thousand (250,000) shares of the Company common stock, subject to
adjustment as set forth herein (such shares, as adjusted, are
hereinafter referred to as the "Option Shares"), at a purchase price of
$0.10 per share ("Option Price").
2. Terms and Exercise of Option
A. Term of Option. Subject to the terms of this Agreement, Holder
shall have the right to exercise the Option in whole or in
part, commencing the date hereof through the close of business
on July 1, 1999.
B. Exercise of the Option. The Option may be exercised upon
written notice to the Company at its principal office setting
out the number of Option Shares to be purchased, together with
payment of the Option Price (as defined in and determined in
accordance with the provisions of paragraphs 4 and 5 hereof.
Subject to paragraph 5 hereof, upon such Notice of exercise
and payment of the Option Price, the Company shall issue and
cause to be delivered with all reasonable dispatch to or upon
the written order of Holder, or its successor as provided for
herein, and in such name or names as the Holder may designate,
a certificate or certificates for the number of Option Shares
so purchased. The rights of purchase represented by the Option
shall be exercisable, at the election of the Holder thereof,
either in full or from time to time in part, and in the event
the Option is exercised in respect of less than all of the
Option Shares purchasable on such exercise at any time prior
to the date of expiration hereof, the remaining Option Shares
shall continue to be subject to Adjustment as set forth in
paragraph 5 hereof. the company irrevocably agrees to
reconstitute the Option Shares as provided herein. The Option
represented by this Agreement may only be assigned or
transferred by NuOasis to an Affiliate or subsidiary, or as
the result of a corporate reorganization or recapitalization.
For the purpose of this Option the term "Affiliate" shall be
defined as a person or enterprise that directly, or indirectly
through one or more intermediaries, controls, is controlled by
or is under common control with the Company.
3. Reservation of Option Shares
The Company shall at all times keep reserved and available, out if its
authorized Common Stock, such number of shares of Common Stock as shall
be sufficient to provide for the exercise of the rights to purchase the
Company's Common Stock represented by this Option Agreement. The
transfer agent for the Common Stock and any successor transfer agent
for any shares of the Company's capital stock issuable upon the
exercise of any of such rights of purchase, will be irrevocably
authorized and directed at all times to reserve such number of
authorized shares as shall be requisite for such purpose. The Company
will keep a copy of this Agreement on file with the transfer agent or
its successors.
4. Adjustment of the Number of Option Shares
The number of Option Shares purchasable pursuant to this Agreement
shall be subject to adjustment from time to time upon the happening of
certain event, as follows:
A. Adjustment for Future Issuances of Capital Stock. Except as
provided below, the number of Option Shares purchasable
hereunder shall be increased to that total number of shares of
the Company's Common Stock equal to the difference between one
million (1,000,000) plus the number of shares of Common Stock
previously purchased pursuant to this Option and nineteen and
one-half percent (19.5%) of the total number of shares of
Common Stock on a fully diluted basis issued and outstanding
at any time, during the term of this Agreement.
B. Adjustment for Recapitalization. Subject to paragraph 4.A
above, in the event the Company shall (a) subdivide its
outstanding shares of Common Stock, (b) reverse split or
otherwise reduce its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, or (c) issue or
convert by reclassification or recapitalization of its shares
of Common Stock into, for, or with other securities (a
"Recapitalization"), the number of Option Shares purchasable
hereunder immediately following such Recapitalization shall be
adjusted so that the Holder shall be entitled to receive the
kind and number of Option shares or other securities of the
Company which it would have owned or have been entitled to
receive after such Recapitalization, had such Option been
exercised immediately prior to the happening of such event or
any record date with respect thereto. An adjustment made
pursuant to this paragraph shall be calculated and effected
taking into account the formula set forth in paragraph 4.A.
above and shall become effective immediately after the
effective date of such even retroactive to the effective date.
C. Preservation of Purchase Rights Under Consolidation. Subject
to paragraph 4.A above, in case of any Recapitalization or any
other consolidation of the Company with or merger of the
Company into another corporation, or incase of any sale or
conveyance to another corporation of the property of the
Company as an entirely or substantially as an entirety, the
Company shall prior to the closing of such transaction, cause
such successor or purchasing corporation, as the case may be,
to acknowledge and accept responsibility for the Company's
obligations hereunder and to grant the Holder the right
thereafter upon payment of the Option Price to purchase the
kind and amount of shares and other securities and property
which he would have owned or have been entitled to receive
after the happening of such consolidation, merger, sale or
conveyance. The provisions of this paragraph shall similarly
apply to successive consolidations, mergers sales or
conveyances.
D. Notice of Adjustment. Whenever the number of Option Shares
purchasable hereunder is adjusted, as herein provided, the
Company shall mail by first class mail, postage prepaid, to
the Holder Notice of such adjustment or adjustments, and shall
deliver to Holder setting forth the adjusted number of Option
shares purchasable and a brief statement of the facts
requiring such adjustment, including the computation by which
such adjustment was made.
E. No Adjustment for Dividends. Except as provided herein, no
adjustment to the Option Shares shall be made in respect of
any cash dividend.
5. Failure to Deliver Option Shares Constitutes Breach Under Exchange Agreement
Failure by the Company, for any reason, to deliver the certificates
representing any shares purchased pursuant to this Option, or the
placement of a Stop Transfer order by the Company, shall constitute a
"Breach" under the Exchange Agreement and, for the purpose of this
Option, failure to deliver or transfer the subject shares shall
automatically toll the expiration of this Agreement for a period of
time equal to the delay in delivering the subject shares or term of the
Stop Transfer order.
6. Assignment
This Agreement and the rights hereunder shall not be assigned by either
party hereto; provided, however, that in the event NuOasis or the
Company are deemed by reason of their respective ownership of each
other's shares to be subject to review by the Gaming Control Board of
Nevada or other jurisdiction and the respective party does not wish to
submit the necessary applications or pay the attendant fees, or for any
reason is deemed unsuitable for licensing in a jurisdiction where one
of the parties has or intends to submit to the applicable gaming rules
and regulations, then in such event, the party not wishing to subject
to the respective rules and regulations or pay the attendant fees may
be allowed to assign and dispose of its interest in the shares of the
party submitting itself to the licensing procedure. Such disposal shall
be accomplished either by (a) a sale of the shares of the license to a
buyer mutually acceptable to both parties at a price Not less than fair
market value, or (b) the transfer of the subject shares of the license
by the other party into a "blend trust or other type of trust which
satisfies the requirements of the subject gaming regulatory body.
7. Counterparts
A facsimile, telecopy or other reproduction of this instrument may be
executed by one or more parties hereto and such executed copy may be
delivered by facsimile or similar instantaneous electronic transmission
device pursuant to which the signature of or on behalf of such party
can be seen, and such execution and delivery shall be considered valid,
binding and effective for all purposes. At the request of any party
hereto, all parties agree to execute an original of this instrument as
well as any facsimile, telecopy or other reproduction hereof.
8. Further Documentation
Each party hereto agrees to execute such additional instruments and
take such action as may be reasonably requested by the other party to
effect the transaction or otherwise to carry out the intent and
purposes of this Agreement.
9. Notices
All Notices and other communications hereunder shall be in writing and
shall be sent by prepaid first class mail to the parties at the
following addresses as amended by the parties with written Notice to
the other:
To NuOasis: NuOasis International Inc.
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇-▇▇▇▇
Nassau, Bahamas
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With copy to: ▇▇▇▇▇▇ & Weed
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
To the Company: Flexweight Corporation
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
10. Counterparts
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
11. Governing Law
This Agreement was negotiated, and shall be governed by the laws of the
Commonwealth of the Bahamas notwithstanding any conflict-of-law
provision to the contrary.
12. Entire Agreement
This Agreement sets forth the entire understanding between the parties
hereto and NuOasis other prior written or oral statement or agreement
shall be recognized or enforced.
13. Severability
If a court of competent jurisdiction determines that any clause or
provision of this Agreement is invalid, illegal or unenforceable, the
other clauses and provisions of the Agreement shall remain in full
force and effect and the clauses and provisions which are determined to
be void, illegal or unenforceable shall be limited so that they shall
remain in effect to the extent permissible by law.
14. Amendment or Waiver
Every right and remedy provided herein shall be cumulative with every
other right and remedy, whether conferred herein, at law, or in equity,
and may be enforced concurrently herewith, and NuOasis waiver by any
party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then,
theretofore, or thereafter occurring or existing. At any time prior to
Closing, this Agreement may be amended by a writing signed by all
parties hereto.
15. Headings
The section and subsection heading in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first written above.
"NuOasis"
NuOasis International Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: President
Address: ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇-▇▇▇▇
Nassau, Bahamas
"Flex"
Flexweight Corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
