THESE SECURITIES HAVE NOT BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
STOCK OPTION AND SUBSCRIPTION
AGREEMENT
U.S. Persons
This AGREEMENT is entered into as of the ____ day of
_____________, 2007 (the "Date of Grant").
BETWEEN:
PLURIS ENERGY GROUP INC. , with an office at 10777 Westheimer, Ste 1100, Houston, TX
77042-3462 (the "Company")
AND:
__________________________ , a person with an address at _________
__________________________________________________________
(the "Optionee")
WHEREAS:
A.
The Company's board of directors (the "Board") has
approved and adopted an Equity Incentive Plan (the "Plan"), whereby
the Board is authorized to grant stock options to purchase common
shares of the Company to the directors, officers, employees,
management company employees and consultants of the
Company;
B.
The Company has appointed the Optionee as a
consultant to provide services to the Company (the "Services");
and
C.
The Company seeks to grant stock options to purchase
a total of ___________ (________) shares of Common Stock to the
Optionee in consideration for the provision of the
Services.
NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the covenants and agreements set forth herein and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1.1
In this Agreement, the following terms shall have
the following meanings:
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(a)
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" Common Stock
" means the shares of common stock of the
Company;
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(b)
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" Exercise
Payment " means the amount of money equal
to the Exercise Price multiplied by the number of Optioned Shares
specified in the Notice of Exercise;
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(c)
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" Exercise Price
" means $_______;
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(d)
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" Expiry Date
" means ________________;
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(e)
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" Notice of
Exercise " means a notice in writing
addressed to the Company at its address first recited (or such
other address of the Company as may from time to time be notified
to the Optionee in writing), substantially in the form attached as
Appendix "A" hereto, which notice shall specify therein the number
of Optioned Shares in respect of which the Options are being
exercised;
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(f)
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" Options
" means the irrevocable right and option to
purchase, from time to time, all, or any part of the Optioned
Shares granted to the Optionee by the Company pursuant to
Section 1.2 of this Agreement;
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(g)
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" Optioned
Shares " means the shares of Common
Stock, subject to the Options;
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(h)
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" Securities
" means, collectively, the Options and the Optioned
Shares;
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(i)
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" Shareholders
" means holders of record of the shares of Common
Stock;
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(j)
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" U.S. Person
" shall have the meaning ascribed thereto in
Regulation S under the 1933 Act, and for the purpose of the
Agreement includes any person in the United States; and
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(k)
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" Vested Options
" means the Options that have vested in accordance
with Section 1.3 of this Agreement.
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1.2
The Company hereby grants to the Optionee, on the
terms and conditions set out in this Agreement and in the Plan,
Options to purchase a total of _________________ (__________) Optioned Shares at the Exercise
Price.
1.3
The Options may be exercised after vesting and only
in accordance with the following schedule, whereby:
___________________________
1.4
The Options shall, at 5:00 p.m. (Vancouver time) on
the Expiry Date, expire and be of no further force or effect
whatsoever.
1.5
The Company shall not be obligated to cause the
issuance, transfer or delivery of a certificate or certificates
representing Optioned Shares to the Optionee, until provision has
been made by the Optionee, to the satisfaction of the Company, for
the payment of the aggregate exercise price for all Optioned Shares
for which the Option shall have been exercised, and for
satisfaction of any tax withholding obligations associated with
such exercise.
1.6
The Optionee shall have no rights whatsoever as a
shareholder in respect of any of the Optioned Shares (including any
right to receive dividends or other distribution therefrom or
thereon) except in respect of which the Option has been properly
exercised in accordance with the terms of this
Agreement.
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1.7
The Option will terminate under the following
circumstances:
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(a)
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If the Optionee is an employee, consultant, director
or officer of the Company or a subsidiary of the Company, and
ceases to be an employee, consultant, director or officer by reason
of termination or removal for cause, the Option will terminate on
the effective date of the Optionee ceasing to be an employee,
consultant, director or officer, as the case may be, for that
reason.
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(b)
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If the Optionee dies, the Optionee’s personal
representative will have the right to exercise any unexercised
portion of the Option, in whole or in part, at any time until the
earlier of (a) the Expiry Date and (b) the date that is three
months after the date of the Optionee’s death.
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(c)
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If the Optionee is a director, officer, employee or
consultant of the Company or a subsidiary of the Company, and
ceases to be a director, officer, employee or consultant for any
reason other than as set out in subparagraphs (a) or (b) above, the
Option will terminate on the earlier of (a) the Expiry Date and (b)
the date that is 30 days after the effective date of the Optionee
ceasing to be a director, officer, employee or consultant for that
other reason.
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(d)
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If the Optionee ceases to be one type of Optionee
(i.e., director, officer, employee or consultant, or a company 100%
beneficially owned by one of them) but concurrently is or becomes
one or more other type of Optionee, the Option will not terminate
but will continue in full force and effect and the Optionee may
exercise the Option until the earlier of (a) the Expiry Date and
(b) the applicable date set forth in subparagraphs (a), (b) or (c)
above where the Optionee ceases to be any type of
Optionee.
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(e)
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The Option will not be affected by any change of the
Optionee’s employment where the Optionee continues to be
employed by the Company or any subsidiary of the
Company.
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1.8
Subject to the provisions of this Agreement and the
Plan and subject to compliance with any applicable securities laws,
the Options shall be exercisable, in full or in part, at any time
after vesting, until termination; provided, however, that if the
Optionee is subject to the reporting and liability provisions of
Section 16 of the Securities Exchange
Act of 1934 with respect to the Common
Stock, the Optionee shall be precluded from selling, transferring
or otherwise disposing of any Common Stock underlying any Options
during the six (6) months immediately following the grant of that
Option. If less than all of the shares included in the vested
portion of any Options are purchased, the remainder may be
purchased at any subsequent time prior to the Expiry Date. Only
whole shares may be issued pursuant to the exercise of any Options,
and to the extent that any Options covers less than one (1) share,
it is unexercisable.
Each exercise of the Options shall be by means of
delivery of a Notice of Exercise (which may be in the form attached
hereto as Appendix A) to the President of the Company at its
principal executive office, specifying the number of shares of
Common Stock to be purchased and accompanied by payment in cash by
certified check or cashier's check in the amount of the full
exercise price for the Common Stock to be purchased. In addition to
payment in cash by certified check or cashier's check, an Optionee
or transferee of the Options may pay for all or any portion of the
aggregate exercise price by complying with one or more of the
following alternatives:
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(a)
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by delivering a properly executed Notice of Exercise
together with irrevocable instructions to a broker promptly to sell
or margin a sufficient portion of the Common
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Stock and deliver directly to the Company the amount
of sale or margin loan proceeds to pay the exercise price;
or
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(b)
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by complying with any other payment mechanism
approved by the Board at the time of exercise.
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It is a condition precedent to the issuance of
Optioned Shares that the Optionee execute and/or deliver to the
Company all documents and withholding taxes required in accordance
with applicable laws.
1.9
Nothing in this Agreement shall obligate the
Optionee to purchase any Optioned Shares except those Optioned
Shares in respect of which the Optionee shall have exercised the
Options in the manner provided in this Agreement.
1.10
Reference is made to the Plan for particulars of the
rights and obligations of the Optionee and the Company in respect
of:
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(a)
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the terms and conditions on which the Options are
granted; and
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(b)
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a consolidation or subdivision of the Company's
share capital or an amalgamation or merger;
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all to the same effect as if the provisions of the
Plan were set out in this Agreement and to all of which the
Optionee assents.
1.11
The terms of the Options are subject to the
provisions of the Plan, as the same may from time to time be
amended, and any inconsistencies between this Agreement and the
Plan, as the same may be from time to time amended, shall be
governed by the provisions of the Plan.
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2.
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Documents Required from
Optionee
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2.1
The Optionee must complete, sign and return to the
Company:
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(a)
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an executed copy of this Agreement; and
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(b)
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an accredited investor questionnaire in the form
attached as Appendix "B".
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2.2
The Subscriber shall complete, sign and return to
the Company as soon as possible, on request by the Company, any
documents, questionnaires, notices and undertakings as may be
required by regulatory authorities, and applicable law
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3.
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Acknowledgements of the
Optionee
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1.2
The Optionee acknowledges and agrees
that:
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(a)
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the Optionee will spend a significant amount of time
and attention on the affairs and business of the
Company;
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(b)
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the Securities have not been registered under the
1933 Act or under any state securities or "blue sky" laws of any
state of the United States, and are being offered only in a
transaction not involving any public offering within the meaning of
the 1933 Act, and, unless so registered, may not be offered or sold
in the United States or to U.S. Persons (as defined herein), except
pursuant to an effective registration statement under the 1933
Act,
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or pursuant to an 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;
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(c)
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the Company will refuse to register any transfer of
the Securities not made in accordance with the provisions of
Regulation S, 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;
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(d)
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by completing Appendix B, the Optionee is
representing and warranting that the Optionee is an "accredited
investor", as the term is defined in Regulation D promulgated under
the 1933 Act;
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(e)
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the decision to execute this Subscription and
acquire the Securities hereunder has not been based upon any oral
or written representation as to fact or otherwise made by or on
behalf of the Company and such decision is based solely upon a
review of publicly available information regarding the Company
available on the website of the United States Securities and
Exchange Commission (the "SEC") available at www.sec.gov
(the "Company Information");
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(f)
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the Company is entitled to rely on the
representations and warranties and the statements and answers of
the Optionee contained in this Agreement, and the Optionee will
hold harmless the Company from any loss or damage it may suffer as
a result of the Optionee's failure to correctly complete this
Agreement;
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(g)
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that resale of any of the Securities in Canada is
restricted except pursuant to an exemption from applicable
securities legislation;
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(h)
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the Optionee has been advised to consult its own
legal, tax and other advisors with respect to the merits and risks
of an investment in the Securities and with respect to applicable
resale restrictions and it is solely responsible (and the Company
is in any way responsible) for compliance with applicable resale
restrictions;
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(i)
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the Company has advised the Optionee that the
Company is relying
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