OPTION AGREEMENT
This
Option Agreement (this “ Agreement ”) is made as
of September 11, 2008, by and between Map Financial Group, Inc., a
Nevada corporation (the “ Company ”), and Ice
Assets, LLC, a New York limited liability company (“
Ice ”).
RECITALS
WHEREAS,
Ice has agreed to provide financing in the aggregate principal
amount of up to $10 million to the Company, indirectly through its
agreement to make such financing available to MapCash Management
Ltd.; and
WHEREAS,
it is a condition precedent to the financing by Ice that Ice and
the Company enter into this Agreement.
NOW
THEREFORE, in consideration of the above premises and the mutual
representations, warranties, covenants and agreements hereinafter
set forth, and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1.
Grant of Option . In consideration of the financing
described above and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Company hereby irrevocably grants to Ice the option (the “
Option ”) to purchase up to 1,000,000 shares of the
Company’s issued and outstanding common stock (the “
Shares ”), on the terms and conditions set forth in
this Agreement.
2.
Term of the Option. The period during which the Option may
be exercised (the “ Option Period ”) shall
commence on the date of completion of the Company’s initial
public stock offering and end on the first anniversary of such date
(the “ Option Expiration Date ”).
3.
Purchase Price . The purchase price for the Shares (the
“ Option Purchase Price ”) upon exercise of the
Option shall be $1.00 per Share.
4.
Exercise of the Option . The Option may be exercised at any
time in whole or in part during the Option Period. If Ice shall
desire to exercise the Option, then, on or before the Option
Expiration Date, Ice shall deliver to the Company an irrevocable
written notice (the “ Option Notice ”) of its
exercise of the Option, which notice shall specify the number of
Shares and the location, date and time of the closing of the
exercise of the Option (the “ Option Closing ”).
The closing date so specified shall be no later than five (5)
business days after the date of the Option Notice.
5.
Deliveries at Option Closing. At the Option Closing, the
Company shall deliver to Ice stock certificates evidencing the
Shares purchased, registered in the name of Ice; and Ice shall
deliver to the Company the Option Purchase Price, either in cash,
certified check or money order, or by wire transfer of immediately
available funds to an account designated by the Company in
writing.
6.
Representations and Warranties of Ice . Ice represents,
warrants and covenants to the Company that:
a.
Organization, Valid Existence and Qualification . Ice is
duly organized and validly existing under the laws of New York,
with full power and authority to own, lease, use and operate its
properties and to carry on its business as and where now owned,
leased, used, operated and conducted.
b.
Corporate Authority and Approval . Ice has all requisite
corporate power and authority and has taken all corporate action
necessary in order to execute, deliver and perform its obligations
under this Agreement. This Agreement has been duly and validly
executed and delivered by Ice and, assuming due authorization,
execution and delivery hereof by the Company, constitutes a valid
and binding agreement of Ice enforceable against Ice in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to affecting creditors’ rights and to
general equity principles.
c.
Consents and Approvals; No Violations . No filing with or
notice to, and no permit, authorization, registration, consent or
approval of, any governmental entity is required on the part of Ice
for the execution, delivery and performance by Ice of this
Agreement or the consummation by Ice of the transactions
contemplated hereby. Neither the execution, delivery and
performance of this Agreement by Ice nor the consummation by Ice of
the transactions contemplated hereby will (A) conflict with or
result in any breach, violation or infringement of any provision of
the certificate of incorporation or By-Laws (or similar governing
documents) or any resolutions of the board of directors of Ice,
(B) result in a breach, violation or infringement of, or
constitute (with or without due notice or lapse of time or both) a
default (or give rise to the creation of any lien or any right of
termination, amendment, cancellation or acceleration) under, any of
the terms, conditions or provisions of any contract or agreement by
which Ice is bound, or (C) violate or infringe any law
applicable to Ice or any of its properties or assets.
d.
Compliance with Laws; Licenses . Ice operates its business
in compliance with all laws applicable to such business, except for
such noncompliance that would not, individually or in the
aggregate, reasonably be expected to have a material adverse effect
on Ice. To the knowledge of Ice, no investigation or review by any
governmental entity with respect to Ice is pending or threatened,
nor has any governmental entity provided written notice of an
intention to conduct the same, except for such investigations or
reviews that would not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on Ice.
Ice has all governmental permits, licenses, franchises, variances,
exemptions, orders issued or granted by a governmental entity and
all other authorizations, consents and approvals issued or granted
by a governmental entity necessary to conduct its business as
presently conducted, except those the absence of which would not,
individually or in the aggregate, reasonably be expected to have a
material adverse effect on Ice. All the payments required in
connection with the maintenance of such permits, licenses,
franchises, variances, exemptions, orders, authorizations, consents
and approvals are current, except where the failure to make such
payments would not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on Ice.
e.
No Default . Ice is not in default or violation (and no
event has occurred which with notice or the lapse of time or both
would constitute a default or violation) of any term, condition or
provision of (a) its certificate of incorporation or By-Laws
(or similar governing documents) or (b) any material contract
by which Ice is bound except, in the case of clause (b) of
this sentence, for violations, breaches or defaults that would not,
individually or in the aggregate, reasonably be expected to have a
material adverse effect on Ice.
f.
Investment Purpose . Ice is executing the transactions
contemplated by this Agreement for its own account as principal,
not as a nominee or agent, for investment purposes only and not
with a view to, or for, resale, distribution, or fractionalization
thereof, in whole or in part, and no other person has a direct or
indirect beneficial interest in this Agreement or any portion
thereof. Fu
