EXHIBIT 10.9
NEITHER THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SHARES ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE SECURITIES ACT) OR THE SECURITIES LAWS OF ANY
STATE. NEITHER THE SECURITIES REPRESENTED HEREBY MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED NOR MAY THE SHARES BE
ISSUED UPON EXERCISE UNLESS SUCH SECURITIES AND SHARES ARE
REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH SALE, TRANSFER, PLEDGE OR ISSUANCE IS EXEMPT
FROM REGISTRATION.
VIDSHADOW, INC.
STOCK
OPTION AGREEMENT
THIS STOCK
OPTION AGREEMENT (the “Agreement”), is made as of this
2 nd day of June 2008 by and between
Vidshadow, Inc., a Delaware corporation (the
“Company”), and Barry Layne
(“Optionee”).
R E C
I T A L
On May
27 , 2008, the Company’s Board of Directors authorized
the grant to Optionee of an option to purchase the number of shares
of common stock (the “Common Shares”) of the Company
specified in Section 1 hereof, at the price specified therein, such
option to be for the term and upon the terms and conditions
hereinafter stated. The Board of Directors, or such other committee
or individual that the Board of Directors appoints, shall be the
“Administrator” for purposes of this Agreement.
A G R
E E M E N T
NOW,
THEREFORE, in consideration of the promises and of the undertakings
of the parties hereto contained herein, it is hereby agreed:
1.
Number of
Shares; Option Price. Pursuant to said action of the Board of
Directors, the Company hereby grants to Optionee the option
(“Option”) to purchase, upon and subject to the terms
and conditions hereof, Two Million (2,000,000) Common Shares of the
Company at the price of $0.001 per share (“Exercise
Price”).
2.
Term.
This Option shall expire on the day before the seventh
anniversary of the date hereof (the "Expiration Date") unless such
Option shall have been terminated prior to that date in accordance
with the provisions of this Agreement. The term "Affiliate
" as used
herein shall have the meaning as set forth in the Federal
Securities laws of the United States.
3.
Shares Subject to Exercise.
Common Shares subject to exercise shall become exercisable as
follows: 720,000 of such Common Shares on July 1, 2008 and 160,000
of such Common Shares per month on the first day of each of the
eight months thereafter.
4.
Method and
Time of Exercise. The Option may be exercised by written
notice delivered to the Company at its principal executive office
stating the number of Common Shares with respect to which the
Option is being exercised, together with:
(A)
a check or
money order made payable to the Company in the amount of the
exercise price and any withholding tax, as provided under Section 5
hereof; or
(B)
if
expressly authorized in writing by the Administrator, in its sole
discretion, at the time of the Option exercise, the tender to the
Company of Common Shares owned by Optionee having a fair market
value, as determined by the Administrator, not less than the
exercise price, plus the amount of applicable federal, state and
local withholding taxes; or
(C)
the Optionee may, at its option, elect to exercise this
Option, in whole or in part and at any time or from time to time,
on a cashless basis, by surrendering this Option, with the purchase
form attached to this Option as Exhibit A duly executed by or on
behalf of the Optionee, at the principal office of the Company, or
at such other office or agency as the Company may designate, by
canceling a portion of this Option in payment of the Exercise Price
payable in respect of the number of Common Shares purchased upon
such exercise. In the event of an exercise pursuant to this
subsection 4(c), the number of Common Shares issued to the Holder
shall be determined according to the following formula:
X =
Y(A-B)
A
Where:
X =
the number of Common Shares that shall be issued to the
Holder;
Y =
the number of Common Shares for which this Option is
being exercised (which shall include both the number of Common
Shares issued to the Holder and the number of Common Shares subject
to the portion of the Option being cancelled in payment of the
Exercise Price);
A =
the Fair Market Value (as defined below) of one
Common Share; and
B =
the Exercise Price then in effect.
(ii) The Fair Market Value per Common Share shall
be determined as follows:
(a) If the Common Shares are listed on a national
securities exchange, the Nasdaq Stock Market, the OTC Bulletin
Board, the Pink OTC Market or another nationally recognized trading
system as of the Exercise Date, which shall be deemed to have been
effected immediately prior to the close of business on the business
day on which this option shall have been surrendered to the Company
as provided in Section 4(c) hereof (“Exercise Date”),
the Fair Market Value per Common Share shall be deemed to be the
average of the high and low reported sale prices per Common Share
thereon on the trading day immediately preceding the Exercise Date,
as defined below, ( provided that if the Common Shares are
not so listed on such day, the Fair Market Value per Common Share
shall be determined pursuant to clause (b) below).
(b) If the
Common Shares are not listed on a national securities exchange, the
Nasdaq Stock Market, the OTC Bulletin Board, the Pink OTC Market or
another nationally recognized trading system as of the Exercise
Date, as defined below, the Fair Market Value per Common Share
shall be deemed to be the amount most recently determined by the
Board of Directors of the Company or an authorized committee of the
Board of Directors of the Company (the “Board”) to
represent the fair market value per share of the Common Shares
(including without limitation a determination for purposes of
granting common stock options or issuing common stock under any
plan, agreement or arrangement with employees of the Company); and,
upon request of the Optionee, the Board (or a representative
thereof) shall, as promptly as reasonably practicable but in any
event not later than 15 days after such request, notify the
Optionee of the Fair Market Value per Common Share.
Notwithstanding the foregoing, if the Board h
