THE SECURITIES REPRESENTED HEREBY
HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT
A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT").
NONE OF THE SECURITIES
REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY
U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS
DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, 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 AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT.
STOCK OPTION AND SUBSCRIPTION
AGREEMENT
This STOCK OPTION AND SUBSCRIPTION
AGREEMENT (the "Agreement") is made as of __________________ ____,
2007, by and between UREX ENERGY CORP. (the "Company"),
whose business address is 10580 N. McCarron Blvd., Building 115 -
208, Reno, Nevada, 89503, and ____________________ [insert name
of employee] , whose address is ___________________ [insert
address] (the "Optionee").
RECITALS
WHEREAS:
A. The
Company wishes to grant stock options, pursuant to the
Company’s 2008 Stock Plan, to purchase shares of the
Company's common stock to the Optionee as an incentive for the
Optionee in carrying out the duties and responsibilities of
_______________ [insert position – director, officer,
employee, consultant, advisor] of the Company; and
B. In
consideration of the Optionee serving as a ______________
[insert position] , the Company has agreed to grant to the
Optionee options to purchase an aggregate of __________ shares of
the Company’s common stock (the "Options"), which options are
intended to be (select one):
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[
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] Incentive Stock Options
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[
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] Non Qualified Stock Options
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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
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Company (the receipt and sufficiency
whereof is hereby acknowledged), it is hereby agreed by and between
the parties as follows:
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1.1
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In this Agreement, the following
terms shall have the following meanings:
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(a)
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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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(b)
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" Exercise Price " means
$______;
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(c)
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" Expiry Date " means
_________________, ________;
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(d)
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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 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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(e)
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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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(f)
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" Optioned Shares " means the
common shares of the Company, subject to the Options;
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(g)
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" Securities " means,
collectively, the Options and the Optioned Shares;
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(h)
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" Shareholders " means
holders of record of the Shares;
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(i)
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" Shares " means the common
shares in the capital stock of the Company;
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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 as an incentive and in
consideration of his appointment as ______________ [insert
position] , subject to the terms and conditions hereinafter set
forth, Options to purchase a total of __________________ (_______)
Optioned Shares at the Exercise Price.
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1.3
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The Options shall vest as
follows:
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(i)
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___________ [insert vesting
schedule]
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1.4 In
the event of (a) the announcement of a takeover bid for some or all
of the outstanding shares of the Company, or (b) a change of
control (as defined herein) of the
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Company, then all Options, which
have not vested in accordance with Section 1.3 of this Agreement,
shall immediately vest and become exercisable. For the purposes of
this Section 1.4, a change of control shall have occurred
when:
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(a)
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any person, corporation, company or
other entity or combination of any such persons, corporations,
companies or other entities acquires or becomes the beneficial
owner of, directly or indirectly, whether through the acquisition
of previously issued and outstanding voting securities or of voting
securities which have not been previously issued, or any
combination thereof or any other transaction having a similar
effect, 20% or more of the voting securities of the Company;
or
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(b)
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20% or more of the issued and
outstanding voting securities of the Company become subject to a
voting trust.
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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.
1.6 Subject
to the provisions hereof, the Vested Options shall be exercisable
in whole or in part (at any time and from time to time as
aforesaid) by the Optionee or his personal representative giving a
Notice of Exercise together with the Exercise Payment by cash or by
certified check, made payable to the Company.
1.7 Upon
the exercise of all or any part of the Vested Options and upon
receipt by the Company of the Exercise Payment, the Company shall
cause to be delivered to the Optionee or his personal
representative, within ten (10) days following receipt by the
Company of the Notice of Exercise, a certificate in the name of the
Optionee or his personal representative representing, in aggregate,
the number of Optioned Shares specified in the Notice of
Exercise.
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.
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2.
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Acknowledgements of the
Optionee
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2.1
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The Optionee acknowledges and agrees
that:
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(a)
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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)
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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)
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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)
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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)
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no securities commission or similar
regulatory authority has reviewed or passed on the merits of the
Securities;
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(f)
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there is no government or other
insurance covering the Securities;
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(g)
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there are risks associated with an
investment in the Securities;
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(h)
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the Optionee has not acquired the
Securities as a result of, and will not itself engage in, any
"directed selling efforts" (as defined in Regulation S under the
1933 Act) in the United States in respect of the Securities which
would include any activities undertaken for the purpose of, or that
could reasonably be expected to have the effect of, conditioning
the market in the United States for the resale of the Securities;
provided, however, that the Optionee may sell or otherwise dispose
of the Securities pursuant to registration thereof under the 1933
Act and any applicable state and provincial securities laws or
under an exemption from such registration requirements;
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(i)
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the Optionee and the Optionee's
advisor(s) (if applicable) have had a reasonable opportunity to ask
questions of and receive answers from the Company in connection
with the acquisition of the Securities hereunder, and to obtain
additional information, to the extent possessed or obtainable
without unreasonable effort or expense, necessary to verify the
accuracy of the information about the Company;
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(j)
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the books and records of the Company
were available upon reasonable notice for inspection, subject to
certain confidentiality restrictions, by the Optionee during
reasonable business hours at its principal place of business, and
all documents, records and books in connection with the acquisition
of the Securities hereunder have been made available for inspection
by the Optionee, the Optionee's attorney and/or advisor(s) (if
applicable);
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(k)
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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;
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(l)
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the Optionee will
indemnif
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