CONFIDENTIAL
OPTION
AGREEMENT
THIS OPTION
AGREEMENT (this “Agreement”) is entered into as of
November 21st, 2007, by and between Thomas C. Drees an individual
(the “Seller”), and Terra Silex Holdings LLC, a
Pennsylvania LLC (the “Holder”), together with any
successors and assigns.
Recitals
A. WHEREAS,
the Seller has agreed to grant an Option to the Holder for the
purchase of Ten Million (10,000,000) shares at Three and One-Half
Cents ($0.035) per share of common stock, par value $0.001 per
share, of Sanguine Corporation, a Nevada corporation (the
“Company”) (each, an “Option”); and
Agreement
NOW,
THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants contained herein and for other good and
valuable consideration, the receipt and adequacy of which hereby
are acknowledged, to implement the terms of the Option Agreement,
and for the purpose of defining the terms and provisions of the
Options and the respective rights and obligations hereunder of the
Seller and the registered owners of the Options and any security
into which they may be exchanged (the “Holders”), the
parties hereto covenant and agree as follows:
1. Transfer and Exchange
of Options
Subject to the terms hereof, the Seller shall initially
sign and deliver Options hereunder to the Holder. Both Parties
acknowledge that the Options shall be fully transferable, subject
to compliance with applicable securities laws, rules and
regulations, and Seller agrees to cooperate in a timely fashion in
the event that the Holder transfers, sells, grants or otherwise
divests themselves of the Options.
2. Term of Options;
Exercise of Options;
2.1. Term of Options. These Options will be exercisable
at any time from November 13, 2007, until August 31, 2012;
provided, however, these Options, to the extent not exercised prior
thereto, shall be void on March 31, 2008, unless the Company shall
have raised not less than the sum of $500,000 through the efforts
of the Holder or its associates or affiliates or by persons
introduced by the Holder or its associates or affiliates by March
31, 2008, at not less than $0.05 per share, with prorata
adjustments for any recapitalizations, and with no proration of
Options in the event all $500,000 is not raised.
2.2. Exercise of Options. During the Exercise
Period, each Holder may, subject to the terms of this Agreement,
exercise from time to time some or all of the Options evidenced
by its Option Certificate(s) by (i) surrendering to the Seller
such Option Certificate(s) with the form of notice attached
thereto duly filled in and signed, which signature shall be
guaranteed by an eligible guarantor institution (a bank, savings
and loan association or credit union with membership in an
approved signature guarantee medallion program) pursuant to Rule
of the Securities Exchange Act of 1934, and (ii) paying to the
Seller the aggregate Exercise Price for the number of Option
Shares in respect of which such Options are exercised. Options
shall be deemed exercised on the date such Option Certificate(s)
are surrendered to the Seller and tender of payment of the
aggregate Exercise Price is made. Payment of the aggregate
Exercise Price shall be made by cash, check, wire transfer of
immediately available funds or other legal tender to the Seller.
All payments required to be made hereunder shall be made in
lawful money of the United States of America.
Upon the exercise of any Options in accordance with this
Agreement, the Seller shall cause the Transfer Agent of Sanguine
Corporation, on the Seller’s behalf, to issue and deliver
with all reasonable dispatch, to or upon the written order of the
Holder and in such name or names as the Holder may designate, a
certificate or certificates for the number of full Option Shares
issuable upon the exercise of such Options and shall take such
other actions or cause the Transfer Agent of Sanguine Corporation
to take such other actions at the Seller’s sole expense as
are necessary to complete the exercise of the Options (including,
without limitation, payment of any cash with respect to fractional
interests). The certificate or certificates representing such
Option Shares shall be deemed to have been issued and any person so
designated to be named therein shall be deemed to have become a
holder of record of such Option Shares as of the date the Options
are exercised hereunder.
In the event that less than all of the Options evidenced
by a Option Certificate are exercised, the Holder thereof shall be
entitled to receive a new Option Certificate or Certificates as
specified by such Holder evidencing the remai
