STOCK OPTION
AGREEMENT
THE HOLDER OF
THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION
AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND
ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES
LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE
SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A “NO
ACTION” OR INTERPRETIVE LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE
SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT AND SUCH STATE STATUTES.
THIS
STOCK OPTION AGREEMENT (the “ Agreement ”) is made
and entered into to be effective as of the ____ day of __________,
20__ (the “ Date of Grant ”) pursuant to the
2009 Stock Option and Incentive Plan (the “ Plan
”) of the Company.
AFFINITY
GOLD CORP. (formerly
Syncfeed Inc.), a company incorporated under the laws of the State
of Nevada, U.S.A., and having an executive office and an address
for notice and delivery located at 7950 Main Street, Suite #217,
Maple Grove, MN 55369.
OF THE FIRST
PART
____________________ , having an address for notice and
delivery
located at ________________________________
_______________________________________________
OF THE SECOND
PART
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WHEREAS , the Board of Directors of the Company has
determined that the Optionee should receive an option to purchase
shares of the Company’s common shares (the “ Common
Shares ”) in order to provide the Optionee with an
opportunity for investment in the Company and additional incentive
to pursue the success of the Company, said option to be for the
number of Common Shares, at the price per Common Share and on the
terms as set forth in this Agreement and the Plan;
AND
WHEREAS the Optionee
desires to receive an option on the terms and conditions set forth
in this Agreement;
NOW,
THEREFORE , the
parties to this Agreement agree as follows:
The Company
hereby grants to the Optionee, as a matter of separate agreement
and not in lieu of salary or any other compensation for service,
the right and option (the “ Option ”) to
purchase all or any part of an aggregate of _______________
Common Shares of the authorized and unissued US$0.001 par value
Common Shares of the Company (collectively, the “ Option
Shares ”) pursuant to the terms and conditions as set
forth in this Agreement.
At any time
when shares are to be purchased pursuant to the Option, the
purchase price for each Option Share shall be US$______ (the
“ Option Price ”).
The option
period (“ Option Period ”) with respect to the
Option shall commence from the Date of Grant and shall terminate
five years from the Date of Grant, unless terminated earlier
as provided in this Agreement.
It is hereby acknowledged and agreed
that the Option to acquire Option Shares during the Option Period
shall vest in the following manner:
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the Optionee
shall have the initial vested right to purchase an aggregate of up
to ________ percent (__%) of the Option Shares on __________ __,
20__(the “ Initial Vesting Date ”);
and
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the
Optionee’s remaining right to purchase an aggregate of up to
the remaining ________ percent (__%) of the Option Shares under the
Option shall only vest in equal monthly proportions over a period
of __ months from the Initial Vesting Date (this portion of the
Option being herein the “ Vesting Option ”);
with the first such proportion (that being _______ percent (__%) of
the Option Shares) of the Vesting Option vesting on the _____ day
of _______, 20__ and with the remaining monthly proportions of the
Vesting Option vesting on the last day of each month thereafter for
each of the ensuing __ months therefrom.
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However, if there is a formal offer for the
purchase of the issued and outstanding shares of the Company, then
all of the Option Shares under the Option shall vest
immediately.
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(a)
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This Option
shall terminate upon any of the following events:
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upon the
earlier of the purchase of the last Optioned Share or upon the
expiry of the Option Period;
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at the sole
discretion of the Board of Directors, within ninety (90) days after
the resignation by the Optionee or termination for cause (other
than fraud on the Company or public fraud in which case termination
is immediate) or expiry, without renewal or replacement, of any
collateral contract of service or of employment of the Optionee
with the Company, unless waived or extended in writing, at the sole
discretion of the Board of Directors or, absent a collateral
agreement, in the event of any action or inaction of the Optionee
which causes harm to the Company and which would be under an
employment agreement reasonable grounds for dismissal;
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upon
requirement of any regulatory authority to which the Company is or
may become subject;
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upon any
adjudged violation of securities law which would result in it
becoming unlawful for the Optionee to own or exercise the
Option;
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upon the
occurrence of any of the following events the Option shall
terminate at the sole discretion of the Company and be of no
further force or effect whatsoever:
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the dissolution
or liquidation of the Company;
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the appointment
of a receiver for all, or substantially all, of the Company’s
assets or business; or
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the appointment
of a trustee for the Company after a petition has been filed for
the Company’s reorganization or bankruptcy under applicable
statutes.
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In the event
that any collateral contract of service or of employment of the
Optionee is terminated or ceases to be able to be performed without
material cause of the Optionee, this Option shall terminate within
one hundred and eighty (180) days of notice by the Company to the
Optionee of such event and the Optionee shall have such period to
exercise the remaining portion of the Option, in whole or in part,
at the prevailing Option Price.
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The Option may
be exercised by delivering to the Company:
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a Notice and
Agreement of Exercise of Option (the “ Notice and
Agreement of Exercise of Option ”), substantially in the
form attached hereto as Schedule “A”, specifying the
number of Option Shares with respect to which the Option is
exercised; and
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payment of the
Option Price for such Option Share, in accordance with the methods
provided by the Plan or in accordance with the method approved by
the board of the Company.
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Promptly upon
receipt of the Notice and Agreement of Exercise of Option and the
appropriate payment of the Option Price by the Optionee the Company
shall deliver to the Optionee a properly executed certificate or
certificates representing the Option Shares purchased.
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Securities laws requirements.
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No Option
Shares shall be issued unless and until, in the opinion of the
Company, any applicable registration requirements of the United
States Securities Act of 1933 , as amended (the “
Securities Act ”), any applicable listing requirements
of any securities exchange on which stock of the same class has
been listed, and any other requirements of law or any regulatory
bodies having jurisdiction over such issuance and delivery have
been fully complied with. Pursuant to the terms of the
Notice and Agreement of Exercise of Option that shall be delivered
to the Company upon each exercise of the Option, the Optionee, and
the Optionee’s designate if applicable, shall acknowledge,
represent, warrant and agree as follows:
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