DIRECTOR OR OFFICER NON-QUALIFIED STOCK OPTION
AGREEMENT OF CLYVIA INC.
A Nevada Corporation
THIS AGREEMENT is made between CLYVIA
INC. , a Nevada corporation (hereinafter referred to as the
"Company"), and JOHN BOSCHERT of Suite 16036, Urbanizacion
Marbella, Calle 47 y Ave., Aquilino de la Guardia Edifico Ocean
Plaza - Planta Baja, Panama, Republic of Panama (hereinafter
referred to as the “Optionee”), a director or officer
of the Company, or a director or officer of the Company’s
subsidiary, effective as of the 12th day of July, 2007.
1.
Option Granted
The Company hereby grants the Optionee
non-qualified options to purchase One Hundred Thousand
(100,000) shares of the Company’s Common Stock at a
purchase price of $0.40 US per share for a term commencing on the
effective date of this Agreement and expiring at 5:00 pm (Pacific
Time) on the 12th day of July, 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 options granted
herein at any time after the effective date of this Agreement until
the date of termination of the options set forth in Section 7
herein.
3.
Method of Exercise
The options granted herein shall be exercised by
written notice delivered to the Company at its principal place of
business, stating the number of shares for which the options are
being exercised. The notice must be accompanied by a check or other
methods of payment acceptable to the Plan Administrator for the
amount of the purchase price, and comply with all the requirements
of the Company’s 2006 Stock Option Plan dated August 16,
2006, as approved by the Board of Directors of the Company on
August 16, 2006, a copy of which has been provided to the
Optionee.
4.
Capital Adjustments
The existence of the options granted herein
shall not affect in any way the right or power of the Company or
its stockholders to: (1) make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the
Company's capital structure or its business; (2) enter into any
merger or consolidation; (3) issue any bonds, debentures, preferred
or prior preference stocks ahead of or affecting the common stock
or the rights thereof, (4) issue any securities convertible into
any common stock, (5) issue any rights, options, or warrants to
purchase any common stock, (6) dissolve or liquidate the Company,
(7) sell or transfer all or any part of its assets or business, or
(8) take any other corporate act or proceedings, whether of a
similar character or otherwise.
5.
Reorganization, Merger, Amalgamation and Consolidation
If there shall, prior to the exercise of any of
the options provided for by this Agreement, be any reorganization
of the authorized capital of the Company by way of consolidation,
merger, subdivision, amalgamation or otherwise, or the payment of
any stock dividends, then there shall automatically be an
adjustment in either or both of the number of shares which may be
purchased pursuant hereto or the price at which such shares may be
purchased so that the rights evidenced hereby shall thereafter as
reasonably as possible be equivalent to those originally granted
hereby. The Company shall have the sole and exclusive power to make
such adjustments as it considers necessary and desirable.
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In the event of a complete liquidation of the
Company or a merger, reorganization
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