OPTION AGREEMENT
THIS AGREEMENT is made this 26th day of November
2007
AMONGST:
SAMUEL KAM , Businessman, having
an address at Suite E – 1923, Harbourfront Horizon, 8 Hung
Luen Road, Hung Hom Bay, Kowloon, Hong Kong and BIOTONUS
CLINIQUE BON PORT (HONG KONG) LIMITED , a
company duly incorporated under the laws of Hong Kong and having
its registered office at 22 nd Floor, China Online
Centre, 333 Lockhart Road, Wanchai, Hong Kong
(hereinafter collectively called the
“Vendors”)
OF THE FIRST PART
AND:
POWER TELECOM LIMITED , a company
duly incorporated under the laws of Hong Kong and having its
registered office at 22 nd Floor, China Online Centre,
333 Lockhart Road, Wanchai, Hong Kong
(hereinafter called “Power”)
OF THE SECOND PART
AND:
IAS ENERGY, INC. , a corporation
duly incorporated under the laws of the State of Oregon, having an
office at Suite #240 – 11780 Hammersmith Way, Richmond,
British Columbia, V7A 5E9, Canada
(hereinafter called “IAS”)
OF THE THIRD PART
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WHEREAS:
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A. |
The Vendors own 100% of the issued and
outstanding shares of Power and no other person, firm or
corporation has an interest in the ownership of Power nor a right
capable of becoming an interest in the ownership of Power;
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B. |
Power operates and owns 100% of the legal and
beneficial interest in the website, www.video1314.com (“Video 1314”)
and no other person, firm or corporation has an interest in the
ownership of Video 1314 nor a right capable of becoming an interest
in the ownership of Video 1314;
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C. |
IAS has made a capital contribution to Power in
the amount of $50,000 on the 23 rd day of October, 2007,
pursuant to the Letter of Intent signed in connection with this
Agreement;
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D. |
The Vendors and Power have provided certain
information, including Pro Forma Financial Statements for Video
1314 for the period March 2007 to December 2010 and the Business
Plan for Video 1314 dated the 14 th day of November
2007; and
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E. |
The Vendors wish to grant to IAS a series of
irrevocable exclusive options to purchase up to 100% of the shares
of Power, on the terms and conditions set forth in this
Agreement.
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NOW THEREFORE, in consideration of the mutual
covenants and agreements hereinafter set forth, it is hereby agreed
between the parties as follows:
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In this Agreement:
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a. |
“Biotonus” means Biotonus Clinique
Bon Port (Hong Kong) Limited;
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b. |
“Kam” means Samuel Kam;
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c. |
“Regulation S Legend” means wording
placed on a stock certificate in the capital of IAS, issued
pursuant to this Agreement, as follows:
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“NONE OF THE SECURITIES REPRESENTED HEREBY
HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES”
AND “US PERSON” ARE AS DEFINED BY REGULATION S UNDER
THE 1933 ACT.”
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| 2. |
The Vendors hereby grant to IAS the following
series of irrevocable exclusive options to purchase up to 100% of
the issued and outstanding shares of Power, as follows:
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a. |
An option to purchase 20% of the issued and
outstanding shares of Power, (such 20% comprising one share held by
Kam and 1,999 shares held by Biotonus), exercisable no later than
30 days after the execution of this Agreement. The consideration
for this purchase shall be the issuance of 10 million restricted
common shares of IAS stock to the Vendors (5,000 shares to Kam and
9,995,000 shares to Biotonus). Concurrently with the issue of
these
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shares, IAS shall pay US$50,000 to Power and, as
a finder’s fee, issue to Ramon Mabanta 1 million restricted
common shares of IAS stock;
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b. |
An additional option to purchase a further 20%
of the issued and outstanding shares of Power (such 20% comprising
2,000 shares held by Biotonus), exercisable within 60 days of the
shares being issued pursuant to paragraph (a). The consideration
for this purchase shall be the issuance of 10 million restricted
common shares of IAS stock to Biotonus. Concurrently with the issue
of these shares, IAS shall pay US$100,000 to Power and, as a
finder’s fee, issue to Ramon Mabanta 1 million restricted
common shares of IAS stock;
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c. |
An additional option to purchase a further 20%
of the issued and outstanding shares of Power (such 20% comprising
2,000 shares held by Biotonus), exercisable within 150 days of the
shares being issued pursuant to paragraph (a). The consideration
for this purchase shall be the issuance of 10 million restricted
common shares of IAS stock to Biotonus. Concurrently with the issue
of these shares, IAS shall pay US$150,000 to Power and, as a
finder’s fee, issue to Ramon Mabanta 1 million restricted
common shares of IAS stock;
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d. |
An additional option to purchase a further 20%
of the issued and outstanding shares of Power (such 20% comprising
2,000 shares held by Biotonus), exercisable within 240 days of the
shares being issued pursuant to paragraph (a). The consideration
for this purchase shall be the issuance of 10 million restricted
common shares of IAS stock to Biotonus. Concurrently with the issue
of these shares, IAS shall pay US$150,000 to Power and, as a
finder’s fee, issue to Ramon Mabanta 1 million restricted
common shares of IAS stock; and
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e. |
An additional option to purchase a further 20%
of the issued and outstanding shares of Power (such 20% comprising
2,000 shares held by Biotonus), exercisable within 335 days of the
shares being issued pursuant to paragraph (a). The consideration
for this purchase shall be the issuance of 10 million restricted
common shares of IAS stock to Biotonus. Concurrently with the issue
of these shares, IAS shall pay US$150,000 to Power and, as a
finder’s fee, issue to Ramon Mabanta 1 million restricted
common shares of IAS stock.
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All shares issued hereunder shall be restricted
stock and the issuance of the stock shall comply with all
applicable securities laws and regulations. Pursuant to the
securities laws of the United States, all share certificates issued
hereunder shall contain on their face the Regulation S legend. All
shares issued hereunder shall be Class A voting common stock, no
par value.
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| 4. |
All shares issued hereunder to Ramon Mabanta
shall be subject to a Lock Up Agreement, a copy of which is
attached hereto as Schedule “ A”.
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| 5. |
All payments made hereunder by IAS to Power
shall be capital contributions to Power by IAS. They shall be used
as set forth on the Use of Proceeds attached hereto as Schedule
“B”.
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| 6. |
Pursuant to this Agreement, IAS is receiving a
series of options only to purchase the shares of Power and is under
no obligation to exercise the options in whole or in part. IAS may
elect to exercise only one or some of the series of options granted
hereunder. If IAS elects only to exercise one or some of the series
of options granted hereunder, it will retain the percentage of
Power that it has already purchased.
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| 7. |
Each time that IAS elects to exercise one of the
options granted in clause 2, hereof, it shall set a closing date
within
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