Exhibit 10.7 Stock Option Agreement with MJK Trading, Inc.
STOCK OPTION AGREEMENT
Eagle Broadband, Inc. (the "Company"), hereby grants, effective as of
February 27, 2003, (the "Grant Date"), to MJK Trading, Inc. (the "Optionee"),
0000 Xxxxxxxx Xxxxx, Xxxxxx Xxxx, XX 00000, the Option to purchase from the
Company up to but not exceeding in the aggregate 1,000,000 shares of Common
Stock, par value $.001 per share, of the Company (the "Stock") at $0.18 per
share (the "Exercise Price"), such number of shares and such price per share
being subject to the following terms and conditions:
I. Exercise Schedule. This Option shall become exercisable with respect to
100% of the aggregate number of shares of Stock subject to this Option
upon the complete funding of the loan agreement between the Company and
Optionee executed on February 27, 2003. Such Option exercise date shall
be referred to as the "Exercise Date."
II. Termination of Option. This Option shall terminate and be of no force
and effect with respect to any shares of Stock not previously purchased
by the Optionee on February 27, 2006, at 5:00 p.m. Central Standard
Time.
III. Exercise of Option. This Option may be exercised by written notice
provided to the Company as set forth in Section IV. Such written notice
shall (A) state the number of shares with respect to which the Option
is being exercised and (B) be accompanied by a check, cash or money
order payable to Eagle Broadband, Inc., in the full amount of the
purchase price for any shares being acquired. In addition, unless the
options and shares have been registered pursuant to the Securities Act
of 1933, as amended (the "Act"), the Company may, at its election,
require the Optionee to give a representation in writing in form and
substance satisfactory to the Company to the effect that he is
acquiring such shares for his own account for investment and not with a
view to, or for sale in connection with, the distribution of such
shares or any part thereof.
If any law or regulation requires the Company to take any action with
respect to the shares specified in such notice, the time for delivery
thereof, which would otherwise be as promptly as possible, shall be
postponed for the period of time necessary to take such action.
IV. Notices. Notice of exercise of the Option must be made in the following
manner, using such forms as the Company may from time to time provide:
(A) by registered or certified United States mail, postage prepaid,
to Eagle Broadband, Inc., Attention: Investor Relations, 000
Xxxxxxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxx 00000, in which case the
date of exercise shall be the date of mailing; or
(B) by hand delivery or otherwise to Eagle Broadband, Inc.,
Attention: Investor Relations, 000 Xxxxxxxxxx Xxxxx, Xxxxxx Xxxx,
Xxxxx 00000, in which case the date of exercise shall be the date
when receipt is acknowledged by the Company.
Any other notices provided for in this Agreement shall be given in
writing and shall be deemed effectively delivered or given upon receipt
or, in the case of notices delivered by the Company to the Optionee,
five (5) days after deposit in the United States mail, postage prepaid,
addressed to the Optionee at the address specified at the end of this
Agreement or at such other address as the Optionee hereafter designates
by written notice to the Company.
V. Assignment of Option. The Optionee's rights under this Agreement are
personal; no assignment or transfer of the Optionee's rights under and
interest in this Option may be made by the Optionee. This Option is
exercisable during his lifetime only by the Optionee.
After the death of the Optionee, exercise of the Option shall be
permitted only by the Optionee's executor or the personal
representative of the Optionee's estate and only to the extent that the
Option was exercisable on the date of the Optionee's death (or became
exercisable as a result of Optionee's death) and would have been
exercisable by the Optionee on the date of exercise.
VI. Shareholder Rights. The Optionee shall have no rights of a shareholder
with respect to shares of Stock subject to the Option (and without
limiting the generality of the foregoing, no fiduciary duty shall be
owed to the holder of the Option as such), whether or not exercisable,
unless and until such time as the Option has been exercised and
ownership of such shares of Stock has been transferred to the Optionee.
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VII. Piggyback Registration Rights. In the event the Company proposes to
register an offering of its securities under the federal securities
laws, other than for an employee benefit plan or pursuant to a plan of
merger or acquisition, Company shall use its best efforts to cause
Optionee's underlying securities to be included in the registration so
as to permit the public sale of those underlying securities.
VIII. Adjustment. If the outstanding Common Stock is increased, decreased,
changed into or exchanged for a different number or kind of shares or
securities through merger, consolidation, combination, exchange of
shares, other reorganization, recapitalization, reclassification,
stock dividend, stock split or reverse stock split, an appropriate and
proportionate adjustment will be made in the number or kind of shares
purchasable under any unexercised portion of this Option. Any such
adjustment will be made without change in the aggregate purchase price
applicable to the unexercised portion of this Option, but with a
corresponding adjustment in the purchase price for each Option Share
purchasable under this Option. The foregoing adjustments and the
manner of application of the foregoing provisions will be determined
solely by the Company, and any such adjustment may provide for the
elimination of fractional share interests.
IX. Amendment. This Agreement may be amended by an instrument in writing
signed by both the Company and the Optionee.
X. Miscellaneous. This Agreement will be construed and enforced in
accordance with the laws of the State of Texas, excluding any principle
or provision thereof that would require application of the laws of any
other jurisdiction, and will he binding upon and inure to the benefit
of any successor or assign of the Company and any executor,
administrator, trustee, guarantor or other legal representative of the
Optionee.
EAGLE BROADBAND, INC.
Dated: 2/27/03 By: /s/ H. Xxxx Xxxxxx
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Name: Dr. H. Xxxx Xxxxxx
Title: Chairman of the Board of Directors
This Stock Option has been accepted as of the above date by the undersigned
subject to the above referenced terms and provisions.
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Optionee
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