Exhibit 10.2
Stock Option Agreement dated December 13,
2007 by and between Wentworth Energy, Inc. and John
Punzo.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), HOWEVER THE SHARES THAT WOULD ISSUE HAVE BEEN REGISTERED.
SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT
IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) DECEMBER 13, 2007, AND
(II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE
OR TERRITORY OF CANADA.
Option to Purchase
1,000,000 SHARES
Wentworth Energy, Inc.
(Incorporated under the laws of the State of Oklahoma)
OPTION CERTIFICATE FOR THE PURCHASE OF SHARES OF THE
$0.001 PAR VALUE COMMON STOCK OF WENTWORTH ENERGY,
INC.
VOID AFTER DECEMBER 13, 2013
1.
Wentworth Energy, Inc. (the
“Company”) hereby grants, for value received, John
Punzo of 16149 Morgan Creek Crescent, South Surrey, British
Columbia, V3S 0J2, Canada (referred to herein as the
“Holder”), the option (the “Option”),
subject to the terms and conditions hereinafter set forth, to
purchase at any time from and after December 13, 2007
and, subject to Section 2, on or before December 13, 2013
(the “Option Period”), up to 1,000,000 shares
of the $0.001 par value common stock (the “Common
Stock”) of the Company. This Option may be exercised
in whole or in part. Such exercise shall be accomplished
by tender to the Company of the purchase price of $0.75 per
share (the “Option Price”), either in cash or by
certified check or bank cashier’s check, payable to the
order of the Company, together with presentation and surrender
to the Company of this Option with an executed subscription in
substantially the form attached hereto as Exhibit A.
Fractional shares of the Company’s Common Stock will
not be issued upon the exercise of this Option. Upon
twenty (20) days’ prior written notice to all holders of
the Options, the Company shall have the right to reduce the
option price and/or extend the term of the Options.
2.
In the event of the death of the Holder, the
Option shall be exercisable only within six months after such
death and then only by the person or persons to whom the
Holder’s rights under the Option shall pass by the
Holder’s will or the laws of descent and distribution, and
only to the extent that the Holder was entitled to exercise the
Option at the date of the Holder’s death.
3.
The Company agrees at all times to reserve and
hold available out of the aggregate of its authorized but
unissued Common Stock the number of shares of its Common Stock
issuable upon the exercise of this and all other Options of like
tenor then outstanding. The Company further covenants and agrees
that all shares of Common Stock that may be delivered upon the
exercise of this Option will, upon delivery, be fully paid and
non-assessable and free from all taxes, liens and charges with
respect to the purchase thereof hereunder.
4.
This Option does not entitle the Holder to any
voting rights or other rights as a shareholder of the Company,
nor to any other rights whatsoever except the rights herein set
forth, and no dividend shall be payable or accrue by reason of
this Option or the interest represented hereby, or the shares
purchasable hereunder, until or unless, and except to the extent
that, this Option is exercised.
5.
The Option Price and the number of shares
purchasable upon the exercise of this Option are subject to
adjustment from time to time upon the occurrence of any of the
events specified in this Section 5.
(a)
In case the Company shall (i) pay a dividend in
shares of Common Stock or make a distribution in shares of
Common Stock, (ii) subdivide its outstanding shares of Common
Stock into a greater number of shares, (iii) combine its
outstanding shares of Common Stock into a smaller number of
shares of Common Stock, or (iv) issue by reclassification of its
shares of Common Stock other securities of the Company, the
number of shares of Common Stock purchasable upon exercise of
this Option immediately prior thereto shall be adjusted so that
the Holder of this Option shall be entitled to receive the kind
and number of shares of Common Stock or other securities of the
Company that he would have owned or have been entitled to
receive after the happening of any of the events described
above, 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 (a) shall become
effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.
(b)
Whenever the number of shares of Common Stock
purchasable upon the exercise of this Option is adjusted, as
herein provided, the Option Price shall be adjusted by
multiplying such Option Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the
number of shares of Common Stock purchasable upon the exercise
of this Option immediately prior to such adjustment, and of
which the denominator shall be the number of share
