THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ARE
PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY
REGULATION S PROMULGATED UNDER THE SECURITIES ACT. UPON ANY SALE,
SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.
CONSULTANT NON-QUALIFIED STOCK OPTION AGREEMENT
OF
AQUA SOCIETY, INC.
Konrad – Adenauer Strasse 9-13
45699 Herten, Germany
A Nevada Corporation
THIS AGREEMENT
is made between AQUA SOCIETY,
INC. , a Nevada corporation (hereinafter referred to as the
"Company"), and Frank Iding of Hydethorpe Road 105, London,
England SW12 OJF, United Kingdom (hereinafter referred to as the
“Optionee”), a consultant of the Company, effective as
of the 1 st day of September, 2009.
1.
Option Granted
The Company hereby grants the
Optionee a non-qualified option to purchase Five Million
(5,000,000) shares of the Company’s common stock (the
“Option Shares”) at a purchase price of EUR 0.05
per share for a term commencing on the effective date of this
Agreement and expiring at 5:00 pm (Pacific Time) on the 30th day of
August, 2012 (the “Expiration Date”), subject to
termination as set forth herein. All options will be fully vested
upon execution of this Agreement.
2.
Time of Exercise of Option
The Optionee may exercise the
option granted herein at any time after the effective date of this
Agreement until the Expiration Date.
3.
Method of Exercise
To exercise this option, the
Optionee shall complete and execute the form of Notice of Exercise
attached as Schedule A to this Agreement, or such other form of
written notice acceptable to the Company, and shall deliver such
notice to the Company at its principal place of business. The
notice must be accompanied by a check or other method of payment
acceptable to the Company for the full amount of the purchase
price.
4.
Restricted Securities Agreements of the Optionee
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(a)
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The Optionee acknowledges and
agrees that the Company’s securities being offered to it
under this Agreement are, or will be, “restricted
securities” within the meaning of the United State Securities
Act of 1933 (the “Securities Act”) as they are being
issued to the Optionee in a transaction not involving a public
offering and that the Option Shares may be resold only in limited
circumstances.
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(b)
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The Optionee agrees to resell the
Option Shares only pursuant to an effective registration under the
Securities Act, or pursuant to an available exemption from the
registration requirements of the Securities Act, and further agrees
that the Company will refuse to register any transfer of the Option
Shares not made in accordance with the provisions of Regulation S
of the Securities Act, pursuant to an effective registration under
the Securities Act or pursuant to an available exemption from the
registration requests of the Securities Act.
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(c)
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The Optionee agrees to not engage
in hedging transactions with respect to Option Shares unless such
transactions are conducted in compliance with the Securities
Act.
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(d)
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The Optionee acknowledges and
agrees, unless an effective registration statement has been filed
with the United States Securities and Exchange Commission (the
“SEC”) prior to the exercise of the option, that all
certificates representing the Option Shares will be endorsed with
the following legend in accordance with Regulation S of the
Securities Act or such similar legend as deemed advisable by the
lawyers for the Company to ensure compliance with the Securities
Act:
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“THE SECURITIES OFFERED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE “SECURITIES ACT”), AND ARE PROPOSED TO BE ISSUED
IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
SECURITIES ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED
FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR
TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE
SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.”
5.
Representations and Warranties of the Optionee
The Optionee, covenants,
represents and warrants to the Company as follows, and acknowledges
that the Company is relying upon such covenants, representations
and warranties in connection with granting of this option to the
Optionee and the sale and issuance of the Option Shares to the
Optionee upon the exercise of this option:
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(a)
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The Optionee is not a “U.S.
Person" as defined in Regulation S of the Securities Act, and that
the Optionee is not acquiring the options granted herein or the
Option Shares for the account or benefit of a U.S.
Person.
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(b)
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The Optionee was not in the
United States either at the time the offer to acquire the
Company’s securities was made or at the time of the
Optionee’s decision to acquire the Company’s
securities.
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(c)
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The Optionee is an investor in
securities of companies in the development stage and acknowledges
that it is able to fend for itself, can bear the economic risk of
its investment, and has such knowledge and experience in financial
or business matters such that it is capable of evaluating the
merits and risks of the investment in the securities of the
Company. The Optionee can bear the economic risk of this
investment, and was not organized for the purpose of acquiring this
option or the Option Shares.
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(d)
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The Optionee has had full
opportunity to review the Company’s filings with the SEC
pursuant to the Securities Exchange Act of 1934 (the
“Exchange Act”), including the Company’s Annual
Reports, Quarterly Reports, Current Reports and additional
information regarding the business and financial condition of the
Company. The Optionee acknowledges and understands that the
Company’s filings with the SEC pursuant to the Exchange Act
are not up to date and the Optionee further represents that it has
had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions under which the
Company’s securities are being offered to it and the current
business, properties, prospects and financial condition of the
Company. The Optionee has had full opportunity to discuss this
information with the Optionee’s legal and financial advisers
prior to execution of this Agreement. The Optionee believes it has
received all the information it considers necessary or appropriate
for deciding whether to purchase the Company’s
securities.
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(e)
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The Optionee acknowledges that
the offering of the Company’s securities being made to the
Optionee has not been reviewed by the SEC and that such securities
are being, and will be, issued by the Company pursuant to
exemptions from registration requirements of the Securities
Act.
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(f)
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The Optionee understands that the
Company’s securities being offered to it are characterized as
"restricted securities" under the Securities Act inasmuch as they
are being acquired from the Company in a transaction not involving
a public offering a
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