Option
Agreement
THIS OPTION AGREEMENT (the "
Agreement ") effective as of the 15 th
day of
October, 2008
507 - 700 West
Pender Street
(the "
Company ")
WHEREAS
:
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The Company
entered into a consulting agreement (the “ Consulting
Agreement ”) with the Optionee on June 9, 2008;
and
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In accordance
with the provisions of the Consulting Agreement the Company has
authorized the grant of options to the Optionee.
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These
securities have not been registered under the Securities Act of
1933 (the " Act ") and may not be offered or sold in the
United States or to U.S. persons (other than distributors) unless
the securities are registered under the Act, or an exemption from
the registration requirements of the Act is available. Hedging
transactions involving these securities may not be conducted unless
in compliance with the Act.
THIS AGREEMENT
WITNESSES that the
parties have agreed that the terms and conditions of the
relationship shall be as follows:
1. Grant
of Option, Purchase Price and Term . The Company
shall grant to the Optionee the right and option, effective as of
the vesting date (as defined in the table below), to purchase all
or any part of an aggregate of 500,000 common shares in the capital
stock of the Company (the “ Options ”), at a
purchase price of US$1.50 per share, as set out in the table
below. The number of Options being subject to adjustment
as provided in Section 7 of this Agreement, on the terms and
conditions set forth in this Agreement. The Options may be
exercised by the Optionee until the expiry date of the Options as
per the following table.
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Vesting
Date
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Number of
Options
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Purchase Price
Per Share (US$)
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Expiry Date
(1)
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December 6,
2008
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125,000
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1.50
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December 5,
2010
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June 6,
2009
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125,000
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1.50
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June 5,
2011
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December 6,
2009
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125,000
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1.50
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December 5,
2011
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June 6,
2010
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125,000
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1.50
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June 5,
2012
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(1) Any
unvested Options will expire upon termination of the Consulting
Agreement entered into between the Optionee and the Company if such
termination occurs prior to the stated Expiry Date. Any stock
Options held by the Optionee and vested at the date of termination
of the Consulting Agreement shell be exercisable for at least
ninety days immediately following the termination.
2.
Non-transferability . The
Options shall not be transferable except to the Optionee’s
estate, and the Options may be exercised during the lifetime of the
Optionee, only by the Optionee, or thereafter by its
estate. More particularly, but without limiting the
generality of the foregoing, the Options may not be assigned,
transferred, pledged or hypothecated in any way, shall not be
assignable by operation of law, and shall not be subject to
e
