Exhibit 10.2
PUT OPTION AGREEMENT
This PUT OPTION AGREEMENT (this "Agreement") is made as of this 19th
day of December, 2005 by and among Halter Financial Investments, L.P., a Texas
limited partnership ("Optionor"), Hisonic International, Inc., formerly known as
MYTOP International, Inc., a Virginia corporation ("Hisonic"), and Xxxxxx (Pin)
Xxxx, in her individual capacity residing at 0000 Xxxxxxxxx Xxxxx, Xxxxxx, XX
00000 ("Kang" and collectively with Hisonic, the "Optionee" and together with
Optionor, the "Parties").
W I T N E S S E T H :
A. On December 19, 2005, Optionor acquired from Hisonic 20,000,000
shares of the common capital stock of MGCC Investment Strategies Inc, a Nevada
corporation (the "Company") pursuant to the terms of that certain Stock Purchase
Agreement (the "Purchase Agreement") by and between Optionor and the Hisonic.
The Optionee was willing to execute the Purchase Agreement based on its desire
to have new management of the Company, as appointed by the Optionor, effect a
transaction whereby the Company acquires operating control, or substantially all
of the assets, of a privately held corporation generating revenues as reported
in conformity with accounting practices generally accepted in the United States
(a "Going Public Transaction").
B. As a result of the afore-referenced stock purchase transaction, new
management of the Company, as appointed by the Optionor, is obligated to have
the Company effect a 1 for 20 reverse stock split of the Company's common stock
(the "Reverse Split").
C. As of the effectiveness of the Reverse Split, Hisonic and Kang will
be the holders of 25,000 and 50,000 shares, respectively, of the Company's
common stock.
D.. As further inducement for Hisonic to enter into the Purchase
Agreement, Optionor has agreed to grant to Optionee the Put Option (as defined
below).
NOW, THEREFORE, in consideration of the premises and the mutual
promises set forth in this Agreement;
THE PARTIES AGREE AS FOLLOWS:
1. Put Option.
a. Optionor hereby grants to Optionee an option (the "Put Option") to
require Optionor to purchase up to 75,000 post Reverse Split shares of common
capital stock of the Company held by Optionee (the "Option Shares") at a price
per share of $4.00 pursuant to the terms of this Agreement.
b. The Put Option may only be exercised during the period commencing
six months from the effective date of the Reverse Split and ending six months
after the completion of a Going Public Transaction (the "Exercise Period").
2. Exercise of the Option.
a. The Put Option may be exercised by written notice given by Optionee
to Optionor exercising the Put Option (as long as the Optionee has god and valid
title to the shares subject to the exercise, and said shares are unencumbered at
the time of delivery).
b. Optionee may exercise the Put Option on a serial basis, until such
time as (i) the Put Option has been exercised with regard to all 75,000 shares
of common capital stock of the Company subject to the Put Option or (ii) the Put
Option has terminated pursuant to the terms of Section 2(d) below.
c. Optionor shall make payment for all Option Shares with regard to
which the put option is exercised within ten (10) days following Optionor's
deemed receipt of the written notice exercising the Put Option. Payment shall be
made to the Optionee owning the shares subject to the exercise in cash by wire
transfer of immediately available funds or certified check.
d. If the Put Option is not exercised during the Exercise Period, then
the Put Option will terminate, and be null, void and of no further effect
immediately following the end of the Exercise Period.
3. Optionor's Representations and Warranties. Optionor hereby
represents and warrants to Optionee that:
a. Optionor has full legal right, power and authority, without the
consent of any other person, to execute and deliver this Agreement and to carry
out the transactions contemplated hereby.
b. This Agreement has been duly executed and delivered by Optionor and
is the lawful, valid and legally binding obligation of Optionor, enforceable in
accordance with its terms.
c. This Agreement does not violate any other agreement to which
Optionor is a party or any agreement or law of which Optionor is aware.
d. Optionor acknowledges that the Option Shares (i) have not been
registered under the Securities Act of 1933, as amended, or the securities laws
of any state or regulatory body, (ii) are being offered and sold in reliance
upon exemptions from the requisite requirements of the Securities Act and such
laws, and (iii) may not be transferred or resold except without registration
under such laws unless an exemption is available.
e. Optionor represents and warrants that Optionor (i) upon exercise of
the Put Option, would acquire the Option Shares solely for investment purposes,
and not with a view toward, or for sale in connection with, any distribution
thereof, (ii) has received and reviewed any such information as Optionor deems
necessary to evaluate the merits and risks of the investment in the Option
Shares, (iii) is an "accredited investor" within the meaning of Rule 501 under
the Securities Act of 1933, and (iv) has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Option Shares, including, without limitation, a
complete loss of the investment.
4. Notices. Any notice required or permitted by any provision of this
Agreement shall be given in writing and shall be delivered personally or by
courier, or by registered or certified mail, postage prepaid, addressed to the
applicable address as set forth in the signature page hereto or such other
address as the parties may designate in writing from time to time. Notices that
are mailed shall be deemed received five (5) days after deposit in the United
States mail. Notices sent by courier or overnight delivery shall be deemed
received two (2) days after they have been so sent.
5. Further Instruments and Actions. The Parties agree to execute such
further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.
6. Entire Agreement. This Agreement contains the entire understanding
of the parties hereto with respect to the subject matter hereof, supersedes all
other agreements between or among any of the Parties with respect to the subject
matter hereof.
7. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada without reference to
conflicts of law provisions.
8. Jurisdiction. Each Party to this Agreement hereby irrevocably agrees
that any legal action or proceeding arising out of or relating to this Agreement
or any agreements or transactions contemplated hereby may be brought in the
courts of the State of Nevada or of the United States of America for the
District of Nevada and hereby expressly submits to the personal jurisdiction and
venue of such courts for the purposes thereof and expressly waives any claim of
improper venue and any claim that such courts are an inconvenient forum. Each
Party hereby irrevocably consents to the service of process of any of the
aforementioned courts in any such suit, action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to the address
specified in Section 4, such service to become effective 10 days after such
mailing.
9. Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of all Parties.
10. Separability. In case any provision of the Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
11. Attorney's Fees. In the event that any dispute among the Parties to
this Agreement should result in litigation, the prevailing Party in such dispute
shall be entitled to recover from the losing Party all fees, costs and expenses
of enforcing any right of such prevailing Party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.
12. Publicity. Except as otherwise required by law, none of the Parties
hereto shall issue any press release or make any other public statement, in each
case relating to, connected with or arising out of this Agreement or the matters
contained herein, without obtaining the prior approval lf the other to the
contents and the manner of presentation and publication thereof.
13. Headings. The headings of this Agreement are inserted for
convenience and identification only, and are in no way intended to describe,
interpret, define or limit the scope, extent or intent hereof.
14. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective Parties hereto, their successors and
permitted assigns, heirs, and personal representatives.
15. Counterparts. This Agreement may be executed 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
OPTIONEE:
HISONIC INTERNATIONAL, INC.
Address: 0000 Xxxxxxxxxx Xxxxx By: /s/ Xxxxxx Xxxx
Suite 800 -------------------------------
XxXxxx, Xxxxxxxx 00000 Xxxxxx (Pin) Xxxx, President
Address: 0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000 KANG
/s/ Xxxxxx Xxxx
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OPTIONOR:
HALTER FINANCIAL INVESTMENTS, L.P.
Address: 00000 Xxxxxxx Xxxx
Xxxxxx, Xxxxx 00000 By: Halter Financial Investments
GP, LLC, its general partner
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Chairman
