EXHIBIT 10.1
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING THE SHARES
OF
COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE
SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST
THEREIN MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS
(1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY
RECEIVES AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT
SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE
MANNER
CONTEMPLATED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS
UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.
OPTIONS
To Purchase 50,000 Shares of Common Stock
of
GALLERY OF HISTORY, INC.
Dated as of: April 16,
2007
Expiration Date: April
15, 2012
This certifies that Don A. Prince ("Holder"), for value received,
is
entitled to purchase from Gallery of History, Inc. a Nevada
corporation (the
"Company"), having its principal place of business at 3601 West
Sahara Avenue,
Las Vegas, Nevada
89102-5822, fifty thousand (50,000) fully paid and
nonassessable shares (the "Option Shares") of the Company's Common
Stock
(generally, "Common Stock") for cash, at an exercise price of $2.19
per Option
Share (the "Exercise Price"). The number of Option Shares
issuable hereunder
and the Exercise Price may be adjusted from time to time in
accordance with
Section 3 hereof, according to the terms, conditions and procedures
set forth
herein. The Options
(the "Options") will expire on the earlier of five years
after issuance at 5:00 p.m. (Pacific time), on April 15, 2012, or
the date
Holder's employment with the Company is terminated, irrespective of
the
reasons therefore (the "Expiration Date").
The
Options is being issued by the Company in connection with the
Holder's employment with the Company, as the Company's Vice
President - Sales.
1. EXERCISE; PAYMENT;
ISSUANCE OF CERTICICATES
1.1
Any purchase of Option
Shares by Holder hereunder shall be made
pursuant to the following terms and procedures. Holder electing to purchase
Option Shares must surrender this Option and deliver the exercise
form
attached hereto as Exhibit A (the "Exercise Form") indicating the
number of
Option Shares for which this Option is being exercised (the
"Purchased
Shares"), together with the investment representation letter
attached hereto
as Exhibit B, each duly completed and executed, to the Company at
its
principal office (or at such other location as the Company may
advise the
Holder in writing), along with payment in full of the aggregate
Exercise Price
("Purchase Price") for the Purchased Shares, no later than the
Expiration Date
hereof. If the Options
shall have been exercised only in part, the Company
shall promptly deliver to the Holder a new Option evidencing the
rights of the
Holder to purchase the remaining Option Shares, which new Option
shall in all
other respects be identical to this Option, or appropriate notation
may be
made by the Company on this Option and the same returned to the
Holder.
Notwithstanding anything contained herein to the contrary, the
Options
evidenced hereby are subject to the following vesting schedule:
No Options
may be exercised prior to the first anniversary of the date hereof
(April 16,
2008). Subsequent to
the first anniversary of the date hereof (April 16,
2008), an aggregate 25,000 Options may be exercised, and subsequent
to the
second anniversary of the date hereof (April 16, 2009), the
remaining
additional Options may be exercised. No Options may be exercised, in
any
event, by the Holder
subsequent to the earlier of (i) the Expiration date;
or (ii) the date the Holder ceases to be employed by the Company,
irrespective
of the reasons why such employment relationship was terminated.
1.2
Payment of the
Purchase Price shall be made in cash, evidenced by
certified check or wire transfer. If Holder fails to exercise its
rights to
purchase all Option Shares to be purchased hereunder on or prior to
the
Expiration Date, Holder shall waive its right to purchase any
Option Shares
hereunder.
1.3
The Company agrees
that all Option Shares purchased hereunder shall
be and are deemed to be issued to the Holder hereof as the record
owner of such
Option Shares as of the close of business on the date(s) on which
Holder has
delivered to the Company the Exercise Form hereunder, properly
completed and
executed, along with payment in full for the Option Shares
purchased hereunder.
1.4
The Company shall
provide the Holder with a certificate or
certificates evidencing Option Shares duly acquired hereunder, upon
exercise
of the Options as provided herein.
2. EXERCISE PRICE;
SHARES TO BE FULLY PAID; RESERVATION OF SHARES
2.1
The Exercise Price for
Option Shares shall equal $2.19 per share;
as adjusted herein.
3. ADJUSTMENT OF
EXERCISE PRICE; CONSOLIDATION OR MERGER
3.1
The Exercise Price and
the number of Option Shares purchasable
upon the exercise of this Option are subject to adjustment in
accordance with
this Section 3 and from time to time upon the occurrence of certain
events
described in this Section 3. Upon each such adjustment of the
Exercise Price,
the Holder of this Option shall thereafter be entitled to purchase,
at the
Exercise Price resulting from such adjustment, the number of Option
Shares
obtained by multiplying the Exercise Price in effect immediately
prior to
such adjustment by the number of Option Shares purchasable pursuant
hereto
immediately prior to such adjustment, and dividing the product
thereof by the
Exercise Price resulting from such adjustment.
3.2
Subject to the
exceptions referred to herein, in the event the
Company shall, at any time or from time to time after the date
hereof, issue
any Shares as a stock dividend to the holders of Shares, or
subdivide or
combine the outstanding Shares into a greater or lesser number of
shares (any
such sale, issuance, subdivision or combination being herein called
a "Share
Change"), then, and thereafter upon each further Share Change, the
Exercise
Price in effect immediately prior to such Share Change shall be
changed to a
price (including any applicable fraction of a cent) determined by
dividing
(a) the total number of Shares outstanding immediately prior to
such Share
Change, multiplied by the Exercise Price in effect immediately
prior to such
Share Change, by (b) the total number of Shares outstanding
immediately after
such Share Change.
3.3
In the case of any
consolidation or merger of the Company with or
into another entity (other than a consolidation or merger in which
the Company
is the continuing entity), or in case of any sale or conveyance to
another
entity of all or substantially all of the property of the Company
(other than
a sale/leaseback, mortgage or other financing transaction), the
Company shall
mail to the Holder, as the holder of the Option, at least five (5)
business
days prior to the anticipated date of consummation of any such
transaction
(the "Transaction Date"), a notice specifying the Transaction Date
so that the
Holder may determine whether it wishes to exerci
