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
THIS STOCK OPTION AND SUBSCRIPTION AGREEMENT is
entered into as of the 3rd day of December, 2007 (the "Date of
Grant").
BETWEEN:
YELLOWCAKE MINING
INC. (the "Company"), a Nevada corporation who has a registered
office of 50 West Liberty Street, Suite 880, Reno, NV 89501
AND:
_________________________ , whose address is
________________________________________________________
______________________________________________
(the "Optionee").
RECITALS
WHEREAS:
A.
The Optionee is a director, officer or employee of the
Company;
B.
The Board of Directors of the Company (the
“Board”) adopted the 2007 Stock Option Plan on April
13, 2007 (the “Plan”), pursuant to which the Board is
authorized to grant to employees and other selected persons stock
options to purchase common shares of the Company; and
C.
The Board has authorized the grant to the Optionee of stock options
to purchase a total of 500,000 common shares of the Company.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of other good and valuable consideration and the sum
of One ($1.00) Dollar now paid by the Optionee to the Company (the
receipt and sufficiency whereof is hereby acknowledged), it is
hereby agreed by and between the parties as follows:
1.
Definitions
1.1 In
this Agreement, the following terms shall have the following
meanings:
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(a) |
" Common Stock " means the shares of
common stock of the Company;
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(b) |
" 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) |
" Exercise Price " means $1.20;
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(d) |
" Expiry Date " means December 3,
2011.
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(e) |
" 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 Exhibit "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) |
" 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 1.3 of this Agreement;
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(g) |
" Optioned Shares " means the shares of
Common Stock, subject to the Options;
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(h) |
" Securities " means, collectively, the
Options and the Optioned Shares;
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(i) |
" Shareholders " means holders of record
of the shares of Common Stock;
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(j) |
" 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) |
" Vested Options " means the Options that
have vested in accordance with Section 1.4 of this Agreement.
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1.2
Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Plan.
1.3 The
Company agrees to offer to the Optionee the option to purchase,
upon the terms and conditions set forth herein and in the Plan,
once it has been adopted, Options to purchase a total of 500,000
Optioned Shares at the Exercise Price. The Optionee agrees that the
Plan is incorporated by reference to this stock option and
subscription agreement.
1.4 The
Options may be exercised after vesting and only in accordance with
the following schedule:
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(a) |
on the Date of Grant, 25% of the options shall
vest and shall become exercisable;
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(b) |
one year after the Date of Grant, the Option
shall vest and shall become exercisable with respect to an
additional 25% of the Common Stock to which it pertains;
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(c) |
two years after the Date of Grant, the Option
shall vest and shall become exercisable with respect to an
additional 25% of the Common Stock to which it pertains; and
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(d) |
three years after the Date of Grant, the Option
shall vest and shall become exercisable with respect to an
additional 25% of the Common Stock to which it pertains.
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1.5 The
Options shall, at 5:00 p.m. (Vancouver time) on the Expiry Date,
forthwith expire and be of no further force or effect
whatsoever.
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1.6
Vested Options shall terminate, to the extent not previously
exercised, upon the occurrence of the first of the following
events:
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(a) |
five years from the Date of Grant.
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(b) |
The date of an Optionee's termination of
employment or contractual relationship with the Company or any
Related Company (as defined in the Plan) for cause (as determined
in the sole discretion of the Plan Administrator, acting
reasonably) or the date of resignation by an Optionee from the
Optionee’s employment or contractual relationship with the
Company or any Related Company.
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(c) |
The expiration of one year from the date of the
death of the Optionee, or the expiration of one year from
termination of an Optionee's employment or contractual relationship
by reason of Disability (as defined in Section 5(g) of the
Plan).
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(d) |
The expiration of three months from the date of
an Optionee's termination of employment or contractual relationship
with the Company or any Related Company for any reason whatsoever
other than cause, death or Disability.
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Each unvested Option granted pursuant hereto
shall terminate immediately upon termination of or resignation from
the Optionee's employment or contractual relationship with the
Company for any reason whatsoever unless vesting is accelerated in
accordance with Section 5.1(f) of the Plan.
1.7
Subject to compliance with any applicable securities laws, the
Options shall be exercisable, in full or in part until termination;
provided, however, that any Optionee who is subject to the
reporting and liability provisions of Section 16 of the
Securities Exchange Act of 1934 with respect to the Common
Stock 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 of any Options are purchased, the remainder
may be purchased at any subsequent time prior to the Expiry Date.
No portion of any Options for less than fifty (50) shares (as
adjusted pursuant to Section 5.1(m) of the Plan) may be exercised;
provided, that if the portion of any Options is less than fifty
(50) shares, it may be exercised with respect to all shares. 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 Exhibit A) to the Secretary 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) |
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 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) |
by complying with any other payment mechanism
approved by the Plan Administrator 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 Section 5.1 of the Plan.
1.8
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.
1.9 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, a
copy of which has been delivered to the Optionee, and which is
available for inspection at the principal offices of the
Company.
2.
Acknowledgements of the Optionee
2.1 The
Optionee acknowledges and agrees that:
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(a) |
none of the Options or the Optioned Shares have
been registered under the 1933 Act or under any state securities or
"blue sky" laws of any state of the United States, and, unless so
registered, may not be offered or sold in the United States or,
directly or indirectly, to U.S. Persons, except in accordance with
the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act, 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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(b) |
the Company has not undertaken, and will have no
obligation, to register any of the Securities under the 1933
Act;
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(c) |
the Optionee has received and carefully read
this Agreement and the public information which has been filed with
the Securities and Exchange Commission (the "SEC") in compliance or
intended compliance with applicable securities legislation
(collectively, the "Company Information");
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(d) |
the decision to execute this Agreement 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 entirely upon a
review of the Company Information (the receipt of which is hereby
acknowledged);
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(e) |
no securities commission or similar regulatory
authority has reviewed or passed on the merits of the
Securities;
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(f) |
there is no government or other insurance
covering the Securities;
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(g) |
there are risks associated with an investment in
the Securities;
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(h) |
the Company has advised the Optionee that the
Company is relying on an exemption from the requirements to provide
the Optionee with a prospectus and to sell the Securities through a
person registered to sell securities under the Securities
Act (British Columbia) (the "B.C. Act") and, as a consequence
of acquiring the Securities pursuant to this exemption, certain
protections, rights and remedies provided by the B.C. Act,
including statutory rights of rescission or damages, will not be
available to the Optionee;
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