AGREEMENT OF EXCHANGE
THIS AGREEMENT OF EXCHANGE is made and entered into on the __ th day of
February, 2000, by and between CARMINA TECHNOLOGIES INC. (a Utah corporation
hereinafter referred to as "CARMINA"), and the undersigned shareholders in
▇▇▇▇▇▇ NETWORKS INC. (an Alberta corporation hereinafter referred to as
"▇▇▇▇▇▇") (hereinafter sometimes referred to jointly and severally as
"SHAREHOLDERS") and the undersigned option holders in ▇▇▇▇▇▇ NETWORKS INC.,
WITNESSETH:
WHEREAS ▇▇▇▇▇▇ is a privately held corporation owned by SHAREHOLDERS (who
collectively own 100% of the shares of ▇▇▇▇▇▇); and,
WHEREAS ▇▇▇▇▇▇ has heretofore expended substantial effort and money in
development of its product line consisting of the GateCommander 2000 Internet
gateway and server appliances (hereafter referred to as "GateCommanders"), in
market research and test marketing projects, and in developing a Current
Marketing Plan; intends to commence marketing its product in the immediate
future in selected target markets in the United States and Canada but recognizes
that substantial additional money (which ▇▇▇▇▇▇ estimates to be $3,000,000.00)
will be necessary to finance implementation of its plan; and the SHAREHOLDERS
believe that utilization of a publicly held corporation will facilitate raising
of money for this program; and,
WHEREAS SHAREHOLDERS desire to exchange their shares in ▇▇▇▇▇▇ for shares
in CARMINA and CARMINA desires to acquire ▇▇▇▇▇▇ as a subsidiary, all on the
terms provided herein;
NOW, THEREFORE, in consideration of the premises aforesaid, the shares to
be exchanged pursuant hereto, and of the mutual agreements herein contained,
receipt and the sufficiency of which consideration CARMINA and the SHAREHOLDERS
hereby acknowledge, CARMINA and the SHAREHOLDERS hereby represent and warrant,
further acknowledge, and agree as follows:
WARRANTIES OF CARMINA
CARMINA hereby represents and warrants that:
1.01: The premises set forth above which pertain to it are true.
1.02: CARMINA is duly organized and validly existing under the laws of the
State of Utah, and it is now and will as of closing hereof be in good
standing under the laws of that state and entitled to own properties
and to conduct business therein. No representation is made that
CARMINA is qualified to do business in any other jurisdiction.
1.03: (a) CARMINA's entire authorized capital stock will, immediately
preceding consummation consist of 50,000,000 shares consisting of
10,000,000 shares of no par value preferred stock of which none will
be issued and 40,000,000 shares of no par value common stock of which
4,502,300 shares will immediately prior to closing hereof be issued
(immediately after closing hereof an additional 16,000,000 shares of
CARMINA will be issued). (b) There are not now, and as of closing
hereof will not be, any outstanding options, warrants, or rights of
any kind to purchase from or sell to CARMINA, or to cause it to issue,
any shares of its capital stock, except as set forth in Schedule "B"
hereto.
1.04: CARMINA has at present approximately 400 shareholders of record, but
makes no representation or warranty in respect of the beneficial
owners of, or the nature of any market for, its issued shares.
1.05: CARMINA does not now nor will it as of closing hereof ow or control
any capital stock of any other corporation.
1.06: There has and as of closing hereof will have been no material adverse
change in CARMINA's financial condition as reflected by the audited
financial statements attached as Exhibit "A" to its disclosure
statement dated December 31, 1999, which statements fairly represent
in all material respects the financial condition of CARMINA as at the
date indicated.
1.07: As of closing hereof all tax returns of CARMINA which ar due to be
filed will have been filed, and all taxes or other amounts for which
CARMINA is liable in connection therewith will have been paid. CARMINA
has no knowledge of any unassessed tax deficiencies proposed or
threatened against it or its subsidiaries.
1.08: Consummation of the transactions contemplated by this agreement will
not result in the breach of any term or provision of the governing
instruments of CARMINA.
1.09: There are not now and as of closing hereof will be no actions or
proceedings pending by or against CARMINA, and (excepting this
agreement and a 1 page document appointing American Registrar and
Transfer Company as its transfer agent) it is a party to any material
agreements.
1.10: The shares of CARMINA to be issued pursuant hereto will be, when
issued as provided herein, validly issued and outstanding, fully paid
and non-assessable.
1.11: CARMINA is at present not required to file any reports under the
Securities Exchange Act of 1934, and it has not heretofore done so.
1.12: CARMINA makes no other or further representation or warranty
excepting as contained herein.
WARRANTIES OF SHAREHOLDERS
SHAREHOLDERS hereby jointly and severally represent and warrant that:
2.01: The premises set forth above which pertain to them and ▇▇▇▇▇▇ are
true.
2.02: ▇▇▇▇▇▇ is duly organized and validly existing under the Alberta
Business Corporations Act, and it is now and will as of closing hereof
be in good standing under the laws of Alberta and entitled to own
properties and to conduct business therein. No representation is made
that ▇▇▇▇▇▇ is qualified to do business in any other jurisdiction.
2.03: (a) RHONDA's authorized capital consists of unlimited shares of no
par value common stock and unlimited preferred shares. Six million
common shares have been issued to the SHAREHOLDERS as fully paid
shares as set forth in Schedule "A" hereto. No preferred shares have
been issued. (b) There are not now, and as of closing hereof will not
be, any outstanding options, warrants, or rights of any kind to
purchase from or sell to ▇▇▇▇▇▇, or to cause it to issue, any shares
of its capital stock over and above those specified in Schedule "B"
hereto.
2.04: Only the 13 persons specified in Schedules "A" and/or "B above have
any right, title or interest in or to any shares of ▇▇▇▇▇▇.
2.05: ▇▇▇▇▇▇ has, and as of closing hereof will have, no subsidiaries, nor
does or will it own or control any capital stock of any other
corporation
2.06: There has and as of closing hereof will have been no material adverse
change in RHONDA's financial condition from that reflected in its
financial statements dated December 31, 1999 (attached hereto as
Exhibit "B" which statements fairly represent in all material respects
RHONDA's financial condition as at the date indicated.
2.07: As of closing hereof all tax returns of ▇▇▇▇▇▇ which are due to be
filed will have been filed, and all taxes or other amounts for which
▇▇▇▇▇▇ is liable in connection therewith will have been paid.
SHAREHOLDERS have no knowledge of any unassessed tax deficiencies
proposed or threatened against ▇▇▇▇▇▇.
2.08: Consummation of the transactions contemplated by this agreement will
not result in the breach of any term or provision of the governing
instruments of ▇▇▇▇▇▇, as amended, nor of any material agreements(s)
to which ▇▇▇▇▇▇ is a party.
2.09: There are not now and as of closing hereof will be no actions or
proceedings pending by or against ▇▇▇▇▇▇.
2.10: The shares of ▇▇▇▇▇▇ to be exchanged to CARMINA pursuant hereto will
be, when registered in CARMINA's name as provided for herein, validly
issued and outstanding, fully paid and non- assessable.
2.11: SHAREHOLDERS make no other further representation or warranty
excepting as contained herein.
EXCHANGE OF SHARES
3.01: In consideration and exchange for the specific number of CARMINA
shares specified as to each of them in paragraph 3.02 below,
SHAREHOLDERS each hereby sell at a deemed price of $0.10 per share,
transfer and assign to CARMINA all of their respective right, title
and interest in and to the ▇▇▇▇▇▇ shares designated in respect of each
SHAREHOLDER in paragraph 2.03 (a) hereof, including but not limited to
the right to have certificates representing the ▇▇▇▇▇▇ shares in
question originally issued by ▇▇▇▇▇▇ transferred into CARMINA's name
and delivered to its transfer agent.
3.02: In exchange for the ▇▇▇▇▇▇ shares to be exchanged to it pursuant to
paragraph 3.01 above,
CARMINA will issue and deliver to each SHAREHOLDER a certificate
registered in the SHAREHOLDER's name which represents such number of
shares of CARMINA's common stock as equals 2 times the number of
shares of ▇▇▇▇▇▇ that the particular SHAREHOLDER is exchanging to
CARMINA pursuant hereto as set out in Schedule "A" hereto.
CLOSING
4.01: Closing of this Agreement of Exchange shall be effectuated by
delivery of the following to CARMINA's transfer agent American
Registrar & Transfer Co. ("ARTCO"), ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇: a fully executed (in the original) counterpart
hereof; Share certificates aggregating 8,000,000 common shares of
▇▇▇▇▇▇ duly signed off by the respective SHAREHOLDERS; and a
Resolution of CARMINA's board of directors authorizing and directing
ARTCO to issue certificates registered in the respective names of the
SHAREHOLDERS which represent the CARMINA shares specified in paragraph
3.02 above as to each, and to deliver such certificates to
SHAREHOLDERS (which ARTCO may do by registered or certified mail,
return receipt requested, addressed to each SHAREHOLDER at their
addresses provided below for that purpose).
4.02: "Closing" of this agreement shall be deemed to have occurred at such
time as all of the documents specified in paragraph 4.01 as being
necessary to effectuate closing have been delivered to ARTCO and it
deposits all of the certificates described in paragraph 4.01 above in
the mail, postage prepaid and in the manner provided for in said
paragraph.
4.03: In the event that this agreement has not closed by February 29, 2000,
then effective as of the close of ARTCO's business (at 3:30 p.m.) on
that day this Agreement of Exchange, and all of the terms and
provisions herein contained, shall automatically (without any
requirement of notice) be and thereafter remain void and of no further
force nor effect.
ACKNOWLEDGEMENTS CONCERNING SHARES TO BE EXCHANGED
5.01: Each of the parties hereto acknowledge that the shares which they
will acquire pursuant to the exchange provided for hereby are
"restricted" securities, which is to say that such shares will have
been acquired (directly or indirectly from their respective issuers)
in a transaction not involving any public offering. Accordingly,
neither the shares nor transaction(s) in question have been registered
under either the Securities Act of 1933 (the "Act") or the securities
laws of any state, but said shares will be issued in reliance on the
exemption from the registration requirements of Section 5 of the Act
provided by Section 4 (2) thereof (for transactions not involving any
public offering), and from any state registration by applicable
non-public offering exemptions.
5.02: (a) SHAREHOLDERS acknowledge that they have each receive and reviewed
CARMINA's audited financial statements as at December 31 of 1999 and
1998, and been afforded such access to other books and records of
CARMINA, and the opportunity to ask such questions regarding CARMINA
(to which they received satisfactory answers), as they have deemed
necessary and appropriate; (b) CARMINA acknowledges that SHAREHOLDERS
have heretofore furnished its agents with such information concerning
▇▇▇▇▇▇ and its financial condition as CARMINA has desired, and that it
is a corporate entity of sufficient business experience and acumen to
evaluate the merits and risks of this transaction.
5.03: Each of the parties hereto represents that the shares being acquired
by them are being purchased for their own respective accounts, for
purposes of investment, and not with a purpose or intent of making any
public distribution of said shares.
5.04: Each of the parties hereto acknowledges and consents tha all
certificates representing any of the shares to be exchanged pursuant
hereto will be imprinted with the standard form restrictive investment
legend utilized by CARMINA's transfer agent (which legend is to the
effect that the shares are not registered under the Securities Act of
1933, and cannot be sold, hypothecated or transferred without such
registration unless an appropriate exemption from registration is
available as evidenced by an opinion of counsel satisfactory to the
issuer and the Transfer Agent). The parties further acknowledge their
familiarity with the fact, content and legal effect of the provisions
of Rule 144 promulgated by the Securities and Exchange Commission
which generally governs offers, resale, or delivery after sale of
restricted securities in the United States, or by and through the
means or instrumentalities of United States commerce or its mails.
5.05: The parties hereto hereby consent to placement of "stop transfer"
instructions on the transfer records of the issuer of all of the
shares to be issued hereunder which are sufficient in the issuing
transfer agent's sole judgment to ensure compliance with the
restrictive legend to be imprinted on the certificates in question.
5.06: Each of the parties hereby acknowledges that they have consulted, to
the extent that each has deemed it necessary or prudent to do so, with
their own attorneys and advisors in respect of the legal effect and
tax consequences to them of entering into this agreement, and that in
entering into this agreement they are not relying on the advice or any
representation (excepting only such as may be specifically set forth
herein) of any other party (or any representative of a party)hereto.
ADDITIONAL ACKNOWLEDMENTS and AGREEMENTS
6.01: All parties hereto acknowledge that ▇▇▇▇▇▇ has options outstanding as
set forth in Schedule "B" hereto and agree to exchange the said
options for new options to be issued by CARMINA in the number of
shares and exercisable on or before the expiry dates and at the share
prices as set forth in Schedule "B", the new option agreements be in
the form set forth in Schedule "C" hereof.
6.02: The parties hereto acknowledge that in order to have quotations of
CARMINA's shares published on the Bulletin Board it will be necessary
to register CARMINA with the Securities Exchange Commission after
which it will be a "reporting company" under the Securities Exchange
Act of 1934; accordingly SHAREHOLDERS agree that promptly after the
deemed closing the new management of CARMINA shall prepare and file a
Form 10 in order to have CARMINA become a "reporting company".
MISCELLANEOUS
8.01: The validity, interpretation of terms and performance of this
agreement shall be governed by and construed under the laws of the
State of Utah.
8.02: The representations and warranties made herein shall survive closing
hereof.
8.03: All monetary figures stated in this Agreement are in United States
dollars.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement of
Exchange (consisting of 24 pages including this page) with the purpose and
intent of making it effective as of the date first written above:
SHAREHOLDERS
▇▇▇▇▇▇ MINING CORPORATION
per
COURAGE INVESTMENTS LIMITED
per
Witness
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Witness
▇▇▇▇▇▇ D'ARTOIS
Witness
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness
▇▇▇▇ ▇. ▇▇▇▇▇▇
Witness
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Witness
▇▇▇▇ ▇. ▇▇▇▇▇▇
Witness
▇▇▇▇▇▇ ▇▇▇▇▇▇
Witness_____________________________ __________________________________
▇▇▇▇ ▇▇▇
OPTION HOLDERS
Witness_____________________________ __________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇
Witness__________________________ __________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
Witness___________________________ __________________________________
▇▇▇▇▇ ▇▇▇▇▇▇
CARMINA TECHNOLOGIES INC.
Per_______________________________
ACKNOWLEDGEMENT
The undersigned, being first duly sworn, hereby acknowledges that he is the
Secretary of CARMINA TECHNOLOGIES INC., a Utah corporation; that he is
authorized by appropriate action of the board of directors of said corporation
to execute the foregoing Agreement of Exchange on its behalf; and, that he did
in fact execute the same as and for the act of said corporation.
▇▇▇▇▇▇▇ ▇. DAY
SUBSCRIBED and SWORN to before me this day of .
-
NOTARY PUBLIC
Residing in Salt Lake City, Utah
My Commission Expires:
Schedule "A"
To
Agreement of Exchange
Dated February __ ,2000
Number of Number of
Shares Shares
Shareholder: (▇▇▇▇▇▇) (Carmina)
------------ -------- ---------
▇▇▇▇▇▇ Mining Corporation 3,000,000 6,000,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2,000,000 4,000,000
▇▇▇▇▇▇ d'Artois 225,000 450,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 180,000 360,000
Courage Investments 2,025,000 4,050,000
▇▇▇▇ ▇. ▇▇▇▇▇ 112,500 225,000
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 112,500 225,000
▇▇▇▇ ▇. ▇▇▇▇▇▇ 112,500 225,000
▇▇▇▇▇▇ ▇▇▇▇▇▇ 112,500 225,000
▇▇▇▇ ▇▇▇ 120,000 240,000
--------- ----------
Total 8,000,000 16,000,000
========= ==========
Schedule "B"
To
Agreement of Exchange
Dated February __ ,2000
Outstanding ▇▇▇▇▇▇ Replacement
Option Holder Options (1) Americas Options(2)
-------------------- -----------------------
No. Shares Price No. Shares Price
(C$) (C$)
---------- ----- ---------- -----
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 100,000 0.10 200,000 0.10
▇▇▇▇▇▇ d'Artois 80,000 0.10 160,000 0.10
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 70,000 0.10 140,000 0.10
▇▇▇▇ ▇. ▇▇▇▇▇▇ 80,000 0.10 160,000 0.10
▇▇▇▇ ▇. ▇▇▇▇▇▇ 80,000 0.10 160,000 0.10
▇▇▇▇▇ ▇▇▇▇▇▇▇ 20,000 0.10 40,000 0.10
▇▇▇▇ ▇▇▇ 45,000 0.10 90,000 0.10
▇▇▇▇▇▇ ▇▇▇▇▇ 100,000 0.10 200,000 0.10
▇▇▇▇▇ ▇▇▇▇▇▇ 100,000 0.10 200,000 0.10
------- ---- ---------- ----
Total 675,000 1,350,000
======= =========
(1) Options expire October 1, 2003
(2) Options expire February 28, 2010
CARMINA TECHNOLOGIES INC.
STOCK OPTION PLAN
1. Purpose: Restrictions on Amount Available Under the Plan. This Stock
Option Plan (the "Plan") is intended to encourage stock ownership by employees,
consultants, officers and directors of CARMINA TECHNOLOGIES INC., (the
"Corporation"), its divisions and Subsidiary Corporations, so that they may
acquire or increase their proprietary interest in the Corporation; to induce
qualified persons to become employees, officers or directors of or consultants
to the Corporation (whether or not they become employees); and to encourage such
employees, officers, directors and consultants to remain in the employ of or
continue to be associated with the Corporation and to put forth maximum efforts
for the growth and success of the Corporation's business. It is further intended
that options granted by the Committee pursuant to Section 6 of this Plan shall
constitute "incentive stock options" ("Incentive Stock Options") within the
meaning of Section 422 of the Internal Revenue Code, and the regulations issued
thereunder, and that options granted by the Committee pursuant to Section 7 of
this Plan shall constitute "non-qualified stock options" ("Non-qualified Stock
Options").
2. Definitions. As used in this Plan, the following words and phrases shall
have the meanings indicated:
(a) "Disability" shall mean an Optionee's inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or that has lasted or
can be expected to last for a continuous period of not less than 12 months.
(b) "Market Value" per share as of a particular date shall mean the last
sale price of the Corporation's Common Stock as reported on a national
securities exchange or on the NASDAQ National Market System or, if a last sale
reporting quotation is not available for the Corporation's Common Stock, the
average of the bid and asked prices of the Corporation's Common Stock as
reported by NASDAQ or on the electronic bulletin board, or if not so reported,
as listed in the National Quotation Bureau, Inc.'s "Pink Sheets" or, if such
quotations are unavailable, the value determined by the Committee (as
hereinafter defined) in accordance with their discretion in making a bona fide,
good faith determination of fair market value. Market Value shall be determined
without regard to any restriction other than a restriction which, by its terms,
will never lapse.
(c) "Internal Revenue Code" shall mean the United States Internal Revenue
Code of 1986, as amended from time to time (codified at Title 26 of the United
States Code) (the "Internal Revenue Code"), and any successor legislation.
(d) "Parent Corporation" shall mean any corporation (other than the
employer corporation) in an unbroken chain of corporations ending with the
employer corporation if, at the time of granting an option, each of the
corporations other than the
employer corporation owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.
(e) "Subsidiary Corporation shall mean any corporation (other than the
employer corporation) in an unbroken chain of corporations beginning with the
employer corporation if, at the time of granting an option, each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
3. Administration.
(a) (1) The Plan shall be administered by the Compensation Committee (the
"Committee"), consisting of not less than two members, appointed by the
Corporation's Board of Directors (the "Board"). Alternatively, in the absence of
a designated committee, the entire Board shall serve as the Committee.
(2) At such time, if ever, as the Corporation registers a class of its
securities pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the Committee members shall be required to be members of the Board,
each of whom must be "disinterested" within the meaning of Rule 16b-3(c)(2)(i)
under the 1934 Act, or alternatively, in the absence of a designated and
qualified committee, the entire Board shall serve as the Committee. Options
granted hereunder at any time when any Committee member is not "disinterested"
within the meaning of Rule 16b-3(c)(2)(i) under the 1934 Act shall not qualify
as exempt purchases under Rule 16b-3 of the 1934 Act. At all times after the
Corporation registers a class of securities under the 1934 Act, the Committee
shall endeavor to administer the Plan and grant options hereunder in a manner
that is compatible with the obligations of persons subject to Section 16 of the
1934 Act, although compliance with Section 16 is the obligation of the Optionee,
not the Corporation. Neither the Board nor the Corporation assumes any
responsibility for an Optionee's compliance with his obligations under Section
16 of the ▇▇▇▇ ▇▇▇.
(b) The Committee shall have the authority in its discretion, subject to
and not inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically granted
to it under the Plan or necessary or advisable in the administration of the
Plan, including (without limitation): the authority to grant options; to
determine which options shall constitute Incentive Stock Options and which
options shall constitute Non-qualified Stock Options; to determine the purchase
price of the shares of Common Stock covered by each option (the "Option Price");
to determine the persons to whom, and the time or times at which, options shall
be granted; to determine the number of shares to be covered by each option; to
determine Market Value per share; to interpret the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of the Option Agreements (which need not be identical) entered into
in connection with options granted under the Plan; and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
The Committee may delegate to one or more of its
members or to one or more agents such administrative duties as it may deem
advisable, and the Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan.
(c) The Board shall fill all vacancies, however caused, in the Committee.
The Board may from time to time appoint additional members to the Committee, and
may at any time remove one or more Committee members and substitute others. One
member of the Committee shall be selected by the Board as chairman. The
Committee shall hold its meetings at such times and places as it shall deem
advisable. Options granted under the Plan shall be evidenced by duly adopted
resolutions of the Committee included in the minutes of the meeting at which
they are adopted or in a unanimous written consent.
(d) No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any option
granted hereunder.
4. Eligibility.
(a) Subject to certain limitations hereinafter set forth, options may be
granted to employees of consultants to and officers and directors (whether or
not they are employees) of the Corporation or its present or future divisions
and Subsidiary Corporations. In determining the persons to whom options shall be
granted and the number of shares to be covered by each option, the Committee
shall take into account the duties of the respective persons, their present and
potential contributions to the success of the Corporation and such other factors
as the Committee shall deem relevant in connection with accomplishing the
purpose of the Plan. A person to whom an option has been granted hereunder is
sometimes referred to herein as an "Optionee."
(b) An Optionee shall be eligible to receive more than one grant of an
option during the term of the Plan, on the terms and subject to the restrictions
herein set forth.
5. Stock Reserved.
(a) The stock subject to options hereunder shall be shares of the
Corporation's Common Stock, no par value per share ("Common Stock"). The
aggregate number of shares of Common Stock as to which options may be granted
from time to time under the Plan, and the aggregate number which may be issued
to officers and directors, shall not exceed 2,000,000. Such shares may, in whole
or in part, be authorized but unissued shares or shares that shall have been or
that may be reacquired by the Corporation. The limitations established by this
Section 5(a) shall be subject to adjustment as provided in Section 8(i) hereof.
(b) In the event that any outstanding option under the Plan for any reason
expires or is terminated without having been exercised in full, the shares of
Common
Stock allocable to the unexercised portion of such option (unless the Plan shall
have been terminated) shall become available for subsequent grants of options
under the Plan.
6. Incentive Stock Options.
(a) Options granted pursuant to this Section 6 are intended to constitute
Incentive Stock Options and shall be subject to the following special terms and
conditions, in addition to the general terms and conditions specified in Section
8 hereof. Only employees of the Corporation shall be entitled to receive
Incentive Stock Options.
(b) The aggregate Market Value (determined as of the date the Incentive
Stock Option is granted) of the shares of Common Stock with respect to which
Incentive Stock Options granted under this and any other plan of the Corporation
or any Parent Corporation or Subsidiary Corporation are exercisable for the
first time by an Optionee during any-calendar year may not exceed the amount
(generally, $100,000 per year) set forth in Section 422(d) of the Internal
Revenue Code.
(c) Incentive Stock Options granted under this Plan are intended to satisfy
all requirements for incentive stock options under Section 422 of the Internal
Revenue Code and the Treasury Regulations thereunder and, notwithstanding any
other provision of this Plan, the Plan and all Incentive Stock Options granted
under it shall be so construed, and all contrary provisions shall be so limited
in scope and effect and, to the extent they cannot be so limited, they shall be
void.
7. Non-qualified Stock Options. Options granted pursuant to this Section 7
are intended to constitute Non-qualified Stock Options and shall be subject only
to the general terms and conditions specified in Section 8 hereof.
8. Terms and Conditions of Options. Each option granted pursuant to the
Plan shall be evidenced by a written Option Agreement between the Corporation
and the Optionee, which agreement shall be substantially in the form of Exhibit
"A" attached hereto as modified from time to time by the Committee in its
discretion, and which shall comply with and be subject to the following terms
and conditions:
(a) Number of Shares. Each Option Agreement shall state the number of
shares of Common Stock to which the option relates.
(b) Type of Option. Each Option Agreement shall specifically identify the
portion, if any, of the option which constitutes an Incentive Stock Option and
the portion, if any, which constitutes a Non-qualified Stock Option.
(c) Option Price. (i) Each Option Agreement shall state the Option Price,
which (except as otherwise set forth in paragraphs 8(c)(ii) arid 8(c)(iii)
hereof) shall be not less than 100% of the Market Value per share on the date of
grant of the option.
(ii) Any Incentive Stock Option granted under the Plan to a person
owning more than ten percent of the total combined voting power of the Common
Stock shall be exercisable at a price no less than 110% of the Market Value per
share on the date of grant of the Incentive Stock Option.
(iii) Any Non-qualified Stock Option granted under the Plan shall be
exercisable at a price no less than 85% of the Market Value per share on the
date of grant of the Non-qualified Stock Option.
(iv) The Option Price shall be subject to adjustment as provided in
Section 8(i) hereof.
(v) The date on which the Committee adopts a resolution expressly
granting an option shall be considered the day on which such option is granted,
unless a future date is specified in the resolution.
(d) Term of Option. Each Option shall be exercisable during the exercise
period as and at the times the Committee, in its sole discretion, may determine,
as reflected in tile Option Agreement; provided, however:
(i) The exercise period shall not exceed ten years from the date of
grant of the option.
(ii) Incentive Stock Options granted to a person owning more than ten
percent of the total combined voting power of the Common Stock of the
Corporation shall be for no more than five years;
(iii) The Committee shall have the authority to accelerate or extend
the exercisability of any outstanding option at such time and under such
circumstances as it, in its sole discretion, deems appropriate. No exercise
period may be extended to increase the term of the option beyond ten years from
the date of the grant.
(iv) The exercise period shall be subject to earlier termination as
provided in Sections 8(f) and 8(g) hereof, and furthermore shall be terminated
upon surrender of the option by the holder thereof if such surrender has been
authorized in advance by the Committee.
(e) Method of Exercise and Medium and Time of Payment.
(i) Each exercise of an option granted hereunder, whether in whole or
in part, shall be by written notice to the Secretary of the Corporation
designating the number of shares as to which the option is exercised, and shall
be accompanied by payment in fall of the Option Price (in cash, shares or
property) for the number of shares so designated, together with any written
statements reasonably required by the Company in order to fulfill its
obligations under any applicable securities laws.
(ii) The Option Price shall be paid in cash, in shares of Common Stock
having a Market Value equal to such Option Price or in property or in a
combination of cash, shares of Common Stock and property, and (subject to
approval of the Board of Directors) may be effected in whole or in part (A) with
monies received from the Corporation at the time of exercise as a compensatory
cash payment, or (B) with monies borrowed from the Corporation pursuant to
repayment terms and conditions as shall be determined from time to time by the
Committee, in its discretion, separately with respect to each exercise of
options and each Optionee; provided, however, that each such method and time for
payment and each such borrowing and terms and conditions of repayment shall be
permitted by and be in compliance with applicable law.
(iii) The Board of Directors shall have the sole and absolute
discretion to determine whether or not property other than cash or Common Stock
may be used to purchase the shares of Common Stock hereunder and, if so, to
determine the value of the property received.
(f) Termination. Except as provided in this Section 8(f) and in Section
8(g) hereof, an option may not be exercised unless the Optionee is then an
employee or officer or director of or consultant to the Corporation or a
division or Subsidiary Corporation thereof (or a corporation or a Parent or
Subsidiary Corporation of such corporation issuing or assuming the option in a
transaction to which Section 424(a) of the Internal Revenue Code applies), and
unless the Optionee has remained continuously as an employee, officer or
director of or consultant to the Corporation since the date of grant of the
option.
(i) If the Optionee ceases to be an employee, officer or director of
or consultant to the Corporation (other than by reason of death, Disability or
retirement), all options - of such Optionee that are exercisable at the time of
such cessation may, unless earlier terminated in accordance with their terms, be
exercised within three months after such cessation; provided, however, that if
the employment or consulting relationship of an Optionee shall terminate, or if
a director shall be removed, for cause, all options theretofore granted to such
Optionee shall, to the extent not theretofore exercised, immediately terminate.
(ii) Nothing in the Plan or in any option granted pursuant hereto
shall confer upon an individual any right to continue in the employ of the
Corporation or any of its divisions or Subsidiary Corporations or interfere in
any way with the right of the Corporation or its shareholders or any such
division or Subsidiary Corporation to terminate such employment or other
relationship between the individual and the Corporation or any of its divisions
and Subsidiary Corporations.
(g) Death, Disability or Retirement of Optionee. If an Optionee shall die
while a director or officer of, or employed by, or a consultant to, the
Corporation or a Subsidiary Corporation or within three months after the
termination of such Optionee's employment, directorship, service as an officer
or consulting relationship, other than termination for cause, or if the
Optionee's employment, directorship, service as an officer or consulting
relationship shall terminate by reason of Disability or retirement, all options
theretofore granted to such Optionee (whether or not otherwise exercisable;
unless earlier terminated in accordance with their terms), may be exercised by
the Optionee or by the Optionee's estate or by a person who acquired the right
to exercise such option by bequest or inheritance or otherwise by reason of the
death or Disability of the Optionee, at any time within one year after the date
of death, Disability or retirement of the Optionee; provided, however, that in
the case of Incentive Stock Options such one-year period shall be limited to
three months in the case of retirement.
(h) Transferability Restriction. (i) Options granted under the Plan shall
not be transferable other than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code or Title I of the Employee Retirement Income Security
Act, or the rules thereunder. Options may be exercised during the lifetime of
the Optionee only by the Optionee and thereafter only by his legal
representative.
(ii) Any attempted sale, pledge, assignment, hypothecation or other
transfer of an option contrary to the provisions hereof and the levy of any
execution, attachment or similar process upon an option shall be null and void
and without force or effect and shall result in termination of the option.
(iii) (A) As a condition to the transfer of any shares of Common Stock
issued upon exercise of an option granted under this Plan, the Corporation may
require an opinion of counsel, satisfactory to the Corporation, to the effect
that such transfer will not be in violation of the Securities Act of 1933 or any
other applicable securities laws or that such transfer has been registered under
federal and all applicable state securities laws. (B) Further, the Corporation
shall be authorized to refrain from delivering or transferring shares of Common
Stock issued under this Plan until the Board of Directors determines that such
delivery or transfer will not violate applicable securities laws and the
Optionee has tendered to the Corporation any federal state or local tax owed by
the Optionee as a result of exercising the option, or disposing of any Common
Stock, when the Corporation has a legal liability to satisfy such tax. (C) The
Corporation shall not be liable for damages due to delay in the delivery or
issuance of any stock certificate for any reason whatsoever, including, but not
limited to, a delay caused by listing requirements of any securities exchange or
any registration requirements under the Securities Act of 1933, the 1934 Act, or
under any other state or federal law, rule or regulation. (D) The Corporation is
under no obligation to take any action or incur any expense in order to register
or qualify the delivery or transfer of shares of Common Stock under applicable
securities laws or to perfect any exemption from such registration or
qualification. (E) The Corporation will have no liability to any Optionee for
refusing to deliver or transfer shares of Common Stock if such refusal is based
upon the provisions of this Paragraph.
(i) Effect of Certain Changes.
(i) If there is any change in the number of outstanding shares of
Common Stock through the declaration of stock dividends, or through
recapitalization resulting in stock splits, or combinations or exchanges of such
shares, the number of shares of Common Stock available for options, the number
of such shares covered by outstanding options, and the price per share of such
options, shall be proportionately adjusted by the Committee to reflect any
increase or decrease in the number of issued shares of Common Stock; provided,
however, that any fractional shares resulting from such adjustment shall be
eliminated.
(ii) In the event of the proposed dissolution or liquidation of the
Corporation, or in the event of any corporate separation or division, including,
but not limited to, split-up, split-off or spin-off, or in the event of a merger
or consolidation of the Corporation with another corporation, the Committee may
provide that the holder of each option then exercisable shall have the right to
exercise such option (at its then Option Price) solely for the kind and amount
of shares of stock and other securities, property, cash or any combination
thereof which would be receivable upon such dissolution, liquidation, or
corporate separation or division, or merger or consolidation by a bolder of the
number of shares of Common Stock for which such option might have been exercised
immediately prior to such event; or the Committee may provide, in the
alternative, that each option granted under the Plan shall terminate as of a
date to be fixed by the Committee; provided, however, that not less than 30
days' written notice of the date so fixed shall be given to each Optionee, who
shall have the right, during the period of 30 days preceding such termination,
to exercise the options as to all or any part of the shares of Common Stock
covered thereby, including shares as to which such options would not otherwise
be exercisable.
(iii) Paragraph (II) of this Section 8(i) shall not apply to a merger
or consolidation in which the Corporation is the surviving corporation and
shares of Common Stock are not converted into or exchanged for stock, securities
of any other corporation, cash or any other thing of value. Notwithstanding the
preceding sentence, in case of any consolidation or merger of another
corporation into the Corporation in which the Corporation is the surviving
corporation and in which there is a reclassification or change (including a
change to the right to receive cash or other property) of the shares of Common
Stock (other than a change in par value, or from par value to no par value, or
as a result of a subdivision or combination, but including any change in such
shares into two or more classes or series of shares), the Committee may provide
that the holder of each option then exercisable shall have the right to exercise
such option solely for the kind and amount of shares of stock and other
securities (including those of any new direct or indirect parent of the
Corporation), property, cash or any combination thereof receivable upon such
reclassification, change, consolidation or merger by the holder of the number of
shares of Common Stock for which such option might have been exercised.
(iv) Notwithstanding paragraph (ii) of this Section 8(i), in the event
of any merger or consolidation in which the Company is not the surviving
corporation or any sale or transfer by the Company of all or substantially all
its assets or any tender offer or exchange offer for or the acquisition,
directly or indirectly, by any person or group of
all or a majority of the then outstanding voting securities of the Company, all
options issued pursuant to the Plan shall become exercisable in full,
notwithstanding any other provision of the Plan or of any outstanding options
granted thereunder, including provisions providing for staggered vesting of
options, on and after (i) the fifteenth day prior to the effective date of such
merger, consolidation, sale, transfer or acquisition or (ii) the date of
commencement of such tender offer or exchange offer, as the case may be. To the
extent that Section 422(d) of the Internal Revenue Code would not permit the
provisions of the foregoing sentenc to apply to any outstanding options, such
options shall immediately upon the occurrence of the event described in the
foregoing sentence, be treated for all purposes of the Plan as nonstatutory
stock options and shall be immediately exercisable as such as provided in the
foregoing sentence. Notwithstanding the foregoing, in no event shall any option
be exercisable after the date of termination of the exercise period of such
option specified in Section 8(d).
(v) In the event of a change in the Common Stock of the Corporation as
presently constituted, which is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any such change shall be deemed
to be the Common Stock within the meaning of the Plan.
(vi) To the extent that the foregoing adjustments relate to stock or
securities of the Corporation, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive,
provided that each Incentive Stock Option granted pursuant to this Plan shall
not be adjusted in a manner that causes such option to fail to continue to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Internal Revenue Code.
(vii) Except as expressly provided in this Section 8(i), the Optionee
shall have no rights by reason of any subdivision or consolidation of shares of
stock of any class or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class or by reason of any
dissolution, liquidation, merger, consolidation or spin-off of assets or stock
of another corporation; and any issue by the Corporation of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to the option. The grant
of an option pursuant to the Plan shall not affect in any way the right or power
of the Corporation to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or part o its business or assets.
(j) Rights as Shareholder - Non-Distributive Intent.
(i) Neither a person to whom an option is granted, nor such person's
legal representative, heir, legatee or distributee, shall be deemed to be the
holder of, or to have any rights of a holder with respect to, any shares subject
to such option,
until after the option is exercised and the shares are issued to the person
exercising such option.
(ii) Upon exercise of an option at a time when there is no
registration statement in effect under the Securities Act of 1933 relating to
the shares issuable upon exercise, shares may be issued to the Optionee only if
the Optionee represents and warrants in writing to the Corporation that the
shares purchased are being acquired for investment and not with a view to the
distribution thereof.
(iii) No shares shall be issued upon the exercise of an option unless
and until there shall have been compliance with any then applicable requirements
of the Securities and Exchange Commission, or any other regulatory agencies
having jurisdiction over the Corporation.
(iv) No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distribution or
other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 8(i) hereof.
(k) Other Provisions. Option Agreements authorized under the Plan shall
contain such other provisions, including, without limitation, (i) the imposition
of restrictions upon the exercise of an option, and (ii) in the case of an
Incentive Stock Option, the inclusion of any condition not inconsistent with
such option qualifying as an Incentive Stock Option, as the Committee shall deem
advisable.
9. Agreement by Optionee Regarding Withholding Taxes. If the Committee
shall so require, as a condition of exercise, each Optionee shall agree that:
(a) No later than the date of exercise of any option granted hereunder, the
Optionee will pay to the Corporation or make arrangements satisfactory to the
Corporation regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of such option; and
(b) The Corporation shall, to the extent permitted or required by law, have
the right to deduct federal, state and local taxes of any kind required by law
to be withheld upon the exercise of such option from any payment at any kind
otherwise due to the Optionee. If requested by the Optionee at the time of
exercise of an option granted under the Plan, the Committee in its discretion
may permit an Optionee to satisfy tax obligations resulting therefrom, in full
or in part, by the Corporation withholding a sufficient number of shares in
payment therefor.
(c) The Corporation shall not be obligated to advise any Optionee of the
existence of any tax or the amount which the Corporation will be so required to
withhold.
10. Term of Plan. Options may be granted pursuant to the Plan from time to
time within a period of ten years from the date the Plan is adopted by the
Board, or the date the Plan is approved by the shareholders of the Corporation,
whichever is earlier.
11. Amendment and Termination of the Plan.
(a) (i) The Board at any time and from time to time may suspend, terminate,
modify or amend the Plan;
(ii) provided, however, that any amendment that would: (A) materially
increase the number of securities issuable under the Plan to persons who are
subject to Section 16(a) of the 1934 Act; or (B) grant eligibility to a class of
persons who are subject to Section 16(a) of the 1934 Act not included within the
terms of the Plan prior to the amendment; (C) materially increase the benefits
accruing to persons who are subject to Section 16(a) of the 1934 Act under the
Plan; or (D) require shareholder approval under applicable state law, the rules
and regulations of any national securities exchange on which the Corporation's
securities then may be listed, the Internal Revenue Code or any other applicable
law, shall be subject to the approval of the shareholders of the Corporation as
provided in Section 12 hereof;
(iii) provided further that any such increase or modification that may
result from adjustments authorized by Section 8(i) hereof or which are required
for compliance with the 1934 Act, the Internal Revenue Code, the Employee
Retirement Income Security Act of 1974, their rules or other laws or judicial
order, shall not require approval of shareholders.
(b) Except as provided in Section 8 hereof, no suspension, termination,
modification or amendment of the Plan may adversely affect any option previously
granted, unless the written consent of the Optionee is obtained.
12. Approval of Shareholders. The Plan shall take effect upon its adoption
by the Board but shall be subject to approval at a duly called and held meeting
of stockholders in conformance with the vote required by the Corporation's
charter documents, resolution of the Board, any other applicable law and the
rules and regulations thereunder, or the rules and regulations of any national
securities exchange upon which the Corporation's Common Stock is listed and
traded, each to the extent applicable.
13. Assumption. The terms and conditions of any outstanding options granted
pursuant to this Plan shall be assumed by, be binding upon and inure to the
benefit of any successor corp9ratiofl to the Corporation and shall continue to
be governed, to the extent applicable, by the terms and conditions of this Plan.
Such successor corporation shall not otherwise be obligated to assume this Plan.
14. Termination of Right of Action. Every right of action arising out of or
in connection with the Plan by or on behalf of the Corporation or of any
Subsidiary
Corporation, or by any shareholder of the Corporation or of any Subsidiary
Corporation against any past, present or future member of the Board, or against
any employee, or by an employee (past, present or future) against the
Corporation or any Subsidiary Corporation, will, irrespective of the place where
an action may be brought and irrespective of the place of residence of any such
shareholder, director or employee, cease and be barred by the expiration of
three years from the date of the act or omission in respect of which such right
of action is alleged to have risen.
15. Tax Litigation. The Corporation shall have the right, but not the
obligation, to contest, at its expense, any tax ruling or decision,
administrative or judicial, on any issue which is related to the Plan and which
the Board believes to be important to holders of options issued under the Plan
and to conduct any such contest or any litigation arising therefrom to a final
decision.
16. Adoption.
(a) This Plan was adopted by the Board of Directors of the Corporation as
of February ____ , 2000.
(b) If this Plan is not approved by the shareholders of the Corporation
within 12 months of the date the Plan was approved by the Board of Directors of
the Corporation as required by Section 422(b)(1) of the Internal Revenue Code,
this Plan and the options granted hereunder shall be and remain effective, but
the reference to Incentive Stock Options herein shall be deleted and all options
granted hereunder shall be Non-qualified Stock Options pursuant to Section 7
hereof
CARMINA TECHNOLOGIES INC.
(the Corporation)
By
---------------------------
ATTEST:
-------------------------
Schedule "C" to the Agreement of Exchange
dated ___ day of February 2000
Exhibit "A" to
Stock Option Plan of
CARMINA TECHNOLOGIES INC.
STOCK OPTION AGREEMENT
----------------------
STOCK OPTION AGREEMENT made as of this 28th day of February , 2000, by and
between CARMINA TECHNOLOGIES INC., a Utah corporation (the "Corporation"), and
______________________ (the "Optionee").
In accordance with its Stock Option Plan (the "Plan"), a copy of which is
attached hereto and incorporated herein by reference, the Corporation desires,
in connection with the services of the Optionee, to provide the Optionee with an
opportunity to acquire shares of the no par value common stock (the "Common
Stock") of the Corporation on favorable terms and thereby grant the Optionee a
proprietary interest in the continued progress and the success of the business
of the Corporation.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein set forth and other good and valuable consideration, the Corporation and
the Optionee agree as follows:
1. Confirmation of Grant of Option. Pursuant to a determination of
Compensation Committee of the Board of Directors of the Corporation made on 28th
of February, 2000 (the "Date of Grant"), the Corporation, subject to the terms
of the Plan and of this Agreement, confirms that the Optionee has been
irrevocably granted on the Date of Grant, as a matter of separate inducement and
agreement, and in addition to and not in lieu of salary or other compensation
far services, a Non-qualified Stock Option pursuant to Section 7 of the Plan
(the "Option") to purchase an aggregate of _______________ shares of Common
Stock on the terms and conditions herein set forth, subject to adjustment as
provided in Section 8 hereof.
2. Purchase Price. The purchase price of shares of Common Stock covered by
the Option will be $ 0.10 per share subject to adjustment as provided in Section
8 hereof.
3. Exercise of Option. Except as otherwise provided in Section 8 of the
Plan, the Option may be exercised in whole or part at any time during the term
of the Option, provided, however, no Option shall be exercisable after the
expiration of the term thereof, and no Option shall be exercisable unless the
holder shall at the time of exercise have been an employee or director of or a
consultant to the Corporation or of any subsidiary of the Corporation for a
period of at least three months.
4. Term of Option. The term of the Option will be through _________________
subject to earlier termination or cancellation as provided in this Agreement.
Except as otherwise provided in Section 7 hereof, the Option will not be
exercisable unless the Optionee shall, at the time of exercise, be an employee
or director of or consultant to the Corporation or of a subsidiary. As used in
this Agreement, the term "subsidiary" refers to and includes each "subsidiary
corporation" as defined in the Plan.
The holder of the Option will not have any rights to dividends or any other
rights of a shareholder with respect to any shares of Common Stock subject to
the Option until such shares shall have been issued to him (as evidenced by the
appropriate transfer agent of the Corporation) upon purchase of such shares
through exercise of the Option.
5. Transferability Restriction. The Option may not be assigned, transferred
or otherwise disposed of, or pledged or hypothecated in any way (whether by
operation of law or otherwise) otherwise than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code or Title I of the Employee Retirement Income Security
Act, or the rules thereunder, and shall not be subject to execution, attachment,
or other process. Any assignment, transfer, pledge, hypothecation or other
disposition of the Option or any attempt to make any such levy of execution,
attachment or other process will cause the Option to terminate immediately upon
the happening of any such event, provided, however, that any such termination of
the Option under the foregoing provisions of this Paragraph 5 will not prejudice
any rights or remedies which the Corporation or any Subsidiary Corporation may
have under this Agreement or otherwise.
6. Exercise Upon Termination. The Optionee's rights to exercise this Option
upon termination of employment or cessation as a director or consultant shall be
as set forth in Section 8(f) of the Plan.
7. Death, Disability or Retirement of Optionee. The Optionee's rights to
exercise this Option upon the death, disability or retirement of the Optionee
shall be as set forth in Section 8(g) of the Plan.
8. Adjustments. The Option shall be subject to adjustment upon the
occurrence of certain events as set forth in Section 8(i) of the Plan.
9. No Registration Obligation. The Optionee understands that neither the
Option is not registered under the Securities Act of 1933, as amended (the
"Act") and that the Corporation has no obligation to register the shares of
Common Stock subject thereto and issuable upon the exercise thereof under the
Act. The Optionee represents that the Option is being acquired by him and that
such shares of Common Stock will be acquired by him for investment and all
certificates for the shares issued upon exercise of the Option will bear the
following legend unless such shares are registered under the Act prior to their
issuance.
The shares represented by this Certificate have not been registered under
the Securities Act of 1933 (the "Act"), and are "restricted securities" as
that term is defined in Rule 144 under the Act. The shares may not be
offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement under the Act, the availability of which
is to be established to the satisfaction of the Company.
The Optionee further understands and agrees that the Option may only be
exercised if, at the time of such exercise, the Optionee and the Corporation are
able to establish the existence of an exemption from registration under the Act
and applicable state laws, and both the Optionee and the Corporation agree to
use their best efforts to attempt to establish such exemption.
10. Notices. Each notice relating to this Agreement will be in writing and
delivered in person or by certified mail to the proper address. All notices to
the Corporation shall be addressed to it at its office at ▇▇▇▇▇ ▇▇▇, ▇▇▇-▇▇▇
▇▇▇, ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇. All notices to the Optionee or other
person or persons then entitled to exercise the Option shall be addressed to the
Optionee or such other person or Persons at the Optionee's address below
specified. Anyone to whom a notice may be given under this Agreement may
designate a new address by notice to that effect
11. Approval of Counsel. The exercise of the Option and the issuance and
delivery of shares of Common Stock pursuant thereto shall be subject to approval
by the Corporation's counsel of all legal matters in connection therewith,
including compliance with the requirements of the Act, the Securities Exchange
Act of 1934, as amended, applicable state securities laws, the rules and
regulations thereunder, and the requirements of any stock exchange upon which
the Common Stock may then be listed
12. Benefits of Agreement. This Agreement will inure to the benefit of and
be binding upon each successor and assign of the Company. All obligations
imposed upon the Optionee and all rights granted to the Corporation under this
Agreement will be binding upon the Optionee's heirs, legal representatives and
successors.
13. Governmental and Other Regulations. The exercise of the Option and the
Corporation's obligation to sell and deliver shares upon the exercise of rights
to purchase shares is subject to all applicable federal and state laws, rules
and regulations, and to such approvals by any regulatory or governmental agency
which may, in the opinion of counsel for the Corporation, be required.
14. Incorporation of the Plan. The Plan is attached hereto and incorporated
herein by reference. In the event that any provision in this Agreement conflicts
with a provision in the Plan, the Plan shall govern.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed in its name by its President or a Vice-President and its corporate seal
to be
hereunto affixed and attested by its Secretary or its Assistant Secretary
and the Optionee has hereunto set his hand and seal all as of the date first
above written.
CARMINA TECHNOLOGIES INC.
(Seal)
ATTEST: By
----------------------------
President
-------------------------
Secretary
The undersigned Optionee understands the terms of this Option Agreement
and the attached Plan and hereby agrees to comply therewith.
Date _____________, 20___ __________________________________
Optionee:_________________________
Tax ID Number:____________________
Address:__________________________
__________________________________
__________________________________