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EXHIBIT 4.1
STOCK OPTION AGREEMENT
BETWEEN
V2K INTERNATIONAL, INC. AND
AMERIVON HOLDINGS LLC
DATED JUNE 6, 2008
STOCK OPTION AGREEMENT
THIS AGREEMENT is made by and between Amerivon Holdings LLC,
a Nevada limited liability company (the "Optionee") and V2K
International, Inc., a Colorado corporation (the "Company"), as of
June 6, 2008.
In
consideration of the mutual covenants contained herein and for
other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as
follows:
1.
Grant of
Option. The Company hereby grants to the
Optionee, in the manner and subject to the conditions hereinafter
provided, the right, privilege and option to purchase (the
"Option") an aggregate of 3,256,810 shares (the "Stock") of the
common stock (the “Common Stock”) of the Company, no
par value. This Option is specifically conditioned on
compliance with the terms and conditions set forth
herein.
2.
Term of
Option. Subject to the terms, conditions, and restrictions
set forth herein, the term of this Option shall be five (5) years
from the date of grant (the "Expiration Date"). Any
portion of this Option not exercised prior to the Expiration Date
shall thereupon become null and void.
3. Exercise
of Option.
3.1.
Vesting of
Option. Only the “vested” portion of
the Stock underlying this Option may be purchased during the term
of this Option. Vesting shall occur as set forth in
Schedule 1 attached hereto.
3.2.
Manner of
Exercise. Any vested portion of this Option may
be exercised from time to time, in whole or in part, by
presentation of a Request to Exercise Form, substantially in the
form attached hereto, to the Company, which Form must be duly
executed by the Optionee and accompanied by the form of payment
indicated on the Form, subject to any legal restrictions, in the
aggregate amount of the Exercise Price (as defined below),
multiplied by the number of shares of Stock the Optionee is
purchasing at such time. The form of payment may include
cash or check payable to the Company or in the form of a Cashless
Exercise (as set forth in Section 3.4 hereof).
Upon receipt and acceptance
by the Company of such Form accompanied by the payment
specified, the Optionee shall be deemed to be the record
owner of the Stock purchased. Upon such receipt
and acceptance, the Company shall immediately issue a stock
certificate for the number of shares of Stock
exercised.
3.3.
Exercise
Price. The exercise price (the "Exercise
Price") payable upon exercise of this Option shall be $0.30
per share of Stock.
3.4
Cashless
Exercise . The Optionee may elect to
exercise any portion of this Option by the cancellation of a
portion of the remaining shares of this Option and the
Company shall cause the issuance to the Optionee the net
number of shares of Stock determined by application of the
following formula:
X=
Y(A-B)
A
Where:
X= the number of shares of Stock to be issued;
Y=
the total number of shares covered by the Option to be
surrendered, including both the number of shares being
exercised and the number of shares being cancelled to pay for
the shares being exercised.;
A
= the Fair Market Value (as defined below) of one (1) share of
the Stock; and
B = the Exercise
Price
For
purposes of this Section 3.4, the Fair Market Value of a share
of Stock shall mean the average closing price of the Common
Stock quoted on any exchange on which the Stock is listed, for
the thirty (30) trading days prior to the date of
determination of the Fair Market Value. If the
Stock is not publicly traded, the Fair Market Value shall be
determined by the Company’s Board of
Directors.
4.
Compliance with
Securities Laws. Upon exercising all or any
portion of this Option, the Optionee may be required to furnish
representations or undertakings deemed appropriate by the
Company to enable the offer and sale of the shares of
Stock or subsequent transfers of any interest in such shares to
comply with applicable securities laws. Evidence of
ownership of shares of Stock acquired upon exercise of Options
shall bear any legend required by, or useful for purposes of
compliance with, applicable securities laws, and this
Option.
6.
No Rights as
Shareholder. The Optionee shall have no rights
as a shareholder with respect to any shares of Stock covered by
this Option. The Optionee shall have no right to vote
any shares of Stock, or to receive distributions of dividends
or
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