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					FOUNDER INSTITUTE, INC.

   Share Option Agreement




                            Level 4, 276 Pitt Street
                            Sydney NSW 2000
                            Tel: +61(0)2 8096 0060
                            Fax: +61(0)2 9262 9530
2


SHARE OPTION AGREEMENT

THIS AGREEMENT is made on the _______ day of __________ 20___.
PARTIES
1.   _______________________ of __________________________________

__________________________________________________(“Company”)
2.    FOUNDER INSTITUTE, INCORPORATED, a Delaware Corporation (“Grantee”)


BACKGROUND
A.  The Company in consideration for receiving Benefit has agreed to grant to the Grantee
    an option to purchase the shares in the Company on the terms set out in this
    agreement.


PROVISIONS
THE PARTIES AGREE:

1.    INTERPRETATION
1.1   In this agreement unless the contrary intention appears:
      ‘Act of Default’ has the meaning ascribed to it by clause 11;
      ‘Allotment Price’, means:
      (i)    if the option is exercised at the closing date of the next Qualified Equity
             Financing following the issue of the option, the price per share of the Shares
             sold to investors in that Qualified Equity Financing; or
      (ii)   for all other exercises of the option, the quotient obtain by dividing $1,000,000
             by the Total Shares on Issue immediately following the first exercise (whether
             partial or full) of this option;
      ‘Benefit’ means the Grantee allowing the Company to participation in the program run
      by the Founder Institute Incorporated on the terms set out in the FII Founder
      Agreement;
      ‘Directors’ means the directors for the time being of the Company and
      ‘Board of Directors’ means the Directors acting collectively;
      ‘Change of Control’ means:
      (i)    any share acquisition (but excluding any sale of shares for capital raising
             purposes), reorganisation, merger or consolidation, other than a transaction or
             series of related transactions in which the holders of the voting securities of the
             Company outstanding immediately prior to such transaction or series of related
             transactions retain, immediately after such transaction or series of related
             transactions, at least a majority of the total voting power represented by the
             outstanding voting securities of the Company or such other surviving or
              resulting entity; or
      (ii)    a sale, lease or other disposition of all or substantially all of the assets of the
              Company.
      ‘Fair Market Value’ means:
      (i)     where the Company’s shares are quoted in an over-the-counter market, the
              average of the closing bid and asked prices of the Company’s shares;
      (ii)    where the Company’s shares are quoted on an exchange, the closing price
              quoted on the exchange where the Company’s shares are listed;
      (iii)   where the option is exercised in connection with the Company’s initial public
              offering in accordance with clause 5, the fair market value per Share shall be
              the product of:
      (iv)    the per share offering price to the public of the Company’s initial public
              offering, and
      (v)     the number of shares into which the option is convertible at the time of such
              exercise; or
      (vi)    if the Company’s shares are not traded on an over-the-counter market or an
              exchange, the fair market value shall be determined in good faith by the
              Company’s Board of Directors.


      ‘Notice of Exercise’ means the document substantially in the form specified in cl
      5(1)(b) and schedule 1;
      ‘Qualified Equity Financing’ means a transaction or series of related transactions
      where the Company issues and sells shares, with the principal purpose of raising
      capital, for aggregate proceeds of at least $100,000 (excluding all amounts received
      upon conversion or cancellation of indebtedness);
      ‘Shares’ means the number of shares that equals three and a half percent of the
      Company’s Total Shares On Issue calculated on the day immediately following exercise
      of the option;
      ‘Taxes’ includes a tax, levy, impost, duty, penalty, charge or fee which is required to be
      withheld, deducted or paid on, from or concerning this agreement; and
      ‘Total Shares on Issue’ means the aggregate issued and outstanding shares of the
      Company, including any shares reserved for grant under an option plan and assuming
      the conversion or exercise of all outstanding options and other convertible securities.
1.2   The singular includes the plural and vice versa.
1.3   Words importing a gender include every other gender.
1.4   Headings are for convenience of reference only and do not affect the construction or
      interpretation of this agreement.
1.5   The schedules form part of this agreement.
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1.6   Where a party to this agreement is more than one person they are jointly and severally
      liable under the terms of this agreement.
1.7   The agreement is construed and interpreted as a conditional contract.
1.8   Persons include corporations.

2.    REPRESENTATION AND WARRANTIES
2.1   Each party represents and warrants to the other that:
      (1.a)    it has been duly formed under the laws of its place of its formation;
      (1.b)    it has power and authority to enter into this agreement and perform all
               obligations and exercise all rights under this agreement;
      (1.c)    the person executing this agreement has full power and authority to do so on
               its behalf;
      (1.d)    the execution, delivery and performance of this agreement will not contravene:
               (1.d.i) its constituent document (including any statute);
               (1.d.ii) its memorandum and articles of association;
               (1.d.iii) any term of any trust deed;
               (1.d.iv) any agreement, arrangement or understanding to which it is a party;
      (1.e)    this agreement is valid and enforceable;
      (1.f)    it has not, by act or omission, committed an Act of Default; and
      (1.g)    all necessary consents, licences, approvals, authorisations and declarations of
               any governmental, semi-governmental or regulatory authority to enter into this
               agreement (including performance of all obligations and exercisable rights)
               have been obtained or will be obtained by the time of performance.

3.    OPTION
3.1   In consideration of the Grantee providing to the Company the Benefit (the receipt of
      which is acknowledged by the Company) the Company grants to the Grantee an option
      to purchase the Shares at the Allotment Price on the terms set out in this agreement
      (the “option”).

4.    TERM AND EXERCISE
4.1           The Grantee must exercise this option, in whole or in part, during the earlier of:
      (i)      the closing date of the next Qualified Equity Financing following the issue of
               the option;
      (ii)     the occurrence of a Change in Control of the Company; and
      (iii)    5.00 pm Eastern Standard Time on the ten year anniversary of the issue of the
               option (“Expiry Date”),
      by serving the Notice of Exercise on the Company.
4.2   In lieu of cash exercising this option, the Grantee may elect to receive shares equal to
      the value of this option (or the portion thereof being cancelled) by surrender of this
      option to the Company together with notice of such election, in which event the
      Company shall issue to the Grantee a number of shares calculated using the following
      formula:

                                                  Y (A - B)
                                        X=
                                                      A

                                             Where

                X -- The number of Shares to be issued to the Grantee.
                Y -- The number of Shares purchasable under this option.
                A -- The Fair Market Value of one share.
                B -- The Exercise Price (as adjusted to the date of such calculations).


4.3   If the Grantee does not exercise the option on or before 5.00 pm on the Expiry Date
      then:
      (i)     the option shall automatically (without any act on the part of the Grantee) be
              exercised pursuant to clause 4 (2) of this Agreement, effective immediately
              prior to the expiration of the option to the extent such net issue exercise would
              result in the issuance of Shares; and
      (ii)    the Company shall notify the Grantee of the automatic exercise as soon as
              reasonably practicable, and the Grantee shall surrender the option to the
              Company.

5.    DUTIES OF THE COMPANY AND THE GRANTEE
5.1   The Grantee agrees:
      (1.a)   to serve the Notice of Exercise on the Company at its registered office;
      (1.b)   to serve a Notice of Exercise containing:
              (1.b.i) the name and address of the Grantee;
              (1.b.ii) the number of Shares concerning which the option is being exercised;
              (1.b.iii) details of the arrangements made to procure the payment of the
                        Allotment Price; and
              (1.b.iv) the signature of a Director or the common seal validly affixed of the
                       Grantee.
5.2   The Company will:
      (2.a)   allot Shares to the Grantee as nominated by the Grantee;
      (2.b)   ensure the share certificates are forwarded to the Grantee within five (5) days
              after the payment of the Allotment Price by the Grantee;
      (2.c)   register the Shares in the Grantee’s name in the register of members;
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      (2.d)   procure the Directors and secretary to do all matters necessary for the
              Company to fulfill its obligations under this agreement; and
      (2.e)   ensure that it keeps available and reserved from its unauthorised and unissued
              shares such number of shares as shall from time to time be sufficient to effect
              exercise of the rights under this option.

6.    GRANTEE'S RIGHTS
6.1   The Shares allotted to the Grantee under this agreement will have the rights conferred
      by the constitution of the Company. The Company agrees:
      (1.a)   not to alter the constitution of the Company without giving the Grantee
              sufficient notice of any proposed alterations as if the Grantee were a
              shareholder of the Company;
      (1.b)   not to alter, in any event, the constitution so that it is in conflict with or
              inconsistent with this agreement.
6.2   The Grantee is entitled to participate in any cash or bonus share issue concerning the
      Shares and any shares acquired by the virtue of the exercise of the option if the option
      is exercised earlier than the day before the meeting of the Board of Directors at which
      it is resolved to make the cash or bonus share issue.
6.3   The Company will provide or allow (as the case may be) the Grantee or any of its
      professional advisors access to:
      (3.a)   the books of account and all other financial records and data in whatever form
              (including computer stored data) and at any locality;
      (3.b)   the sales figures and data;
      (3.c)   the register of directors’ shareholdings, of Directors, principal executive
              officers, secretaries and members;
      and all other information or data provided or permitted by law as if the Grantee were a
      member of the Company at any time up to and including the Expiry Date.
6.4   The Company agrees with the Grantee:
      (4.a)   to use its best endeavours to procure that any person holding any of the
              abovementioned information or data will furnish or supply the Grantee with all
              reasonable assistance with and incidental to the right of access;
      (4.b)   that the Grantee is permitted to make extracts or copies (or both) of the
              information or data by means of and to store the information or data in any
              retrievable system.
6.5   The Grantee covenants with the Company to keep confidential the information and
      data and not to divulge or disclose the same to any person except with the Company’s
      prior written consent.

7.    ADJUSTMENTS
7.1   The number and kind of Shares purchasable upon exercise of this option and the
      Allotment Price shall be subject to adjustment from time to time.
7.2   If the Company, at any time prior to the expiration of this option, subdivides the Shares
      by share split or otherwise, or consolidates its shares, or issues additional shares on
      the Shares as a dividend:
      (2.a)   the number of Shares issuable on the exercise of this option shall be
              proportionately increased in the case of a subdivision or share dividend, or
              proportionately decreased in the case of a consolidation;
      (2.b)   appropriate adjustments shall also be made to the Allotment Price payable per
              Share, but the aggregate Allotment Price payable for the total number of
              Shares purchasable under this option (as adjusted) shall remain the same.
7.3   Any adjustment under clause 7.2 shall become effective at the close of business on the
      date the subdivision or consolidation becomes effective, or as of the record date of
      such dividend, or if no record date is fixed, upon the making of such dividend.
7.4   In the case of any reclassification, capital reorganisation, or change in the shares of the
      Company (other than as a result of a subdivision, consolidation, or dividend provided
      for in clause 6 (1) (a) of this Agreement) the Company shall make appropriate
      provisions:
      (4.a)   so that the Grantee shall have the right at any time prior to the expiration of
              this option to purchase, at a total price equal to that payable upon the exercise
              of this option, the kind and amount of shares and other securities and property
              receivable in connection with such reclassification, reorganisation, or change by
              a Grantee of the same number of shares as were purchasable by the Grantee
              immediately prior to such reclassification, reorganisation, or change.
      (4.b)   with respect to the rights and interest of the Grantee so that the provisions in
              this clause 7.4 will be applicable with respect to any shares or other securities
              and property deliverable upon exercise of the option, and appropriate
              adjustments shall be made to the Allotment Price per share, provided the
              aggregate Allotment Price shall remain the same.
7.5   When any adjustment is required to be made pursuant to this clause 7, the Company
      shall promptly notify the Grantee of such event and of the number of Shares or other
      securities or property purchasable upon exercise of this option.

8.    NO FRACTIONAL SHARES
8.1   No fractional Shares shall be issued upon the exercise of this option, but in lieu of such
      fractional Shares the Company shall make a cash payment on the basis of the
      Allotment Price then in effect.

9.    VIENNA SALES CONVENTION
9.1   The Uniform Law on the International Sale of Goods (the “Vienna Sales Convention”)
      does not apply to this agreement.

10.   EXPENSES
10.1 Each party will pay their own legal expenses, taxes and expenses payable on this
     agreement or on the delivery of the Shares.
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11.   ACT OF DEFAULT
11.1 If either party:
      (1.a)   fails to perform its obligations to the other party under this agreement;
      (1.b)   has a receiver, manager, receiver and manager, liquidator (including a
              provisional liquidator), special investigator, administrator, statutory manager or
              similar person appointed (whether by a court or other persons) concerning any
              of its property, assets, business or affairs;
      (1.c)   becomes bankrupt, insolvent or enters into a composition scheme or
              arrangement (whether formal or informal) with creditors;
      (1.d)   assigns its property, assets, business or affairs for the benefit of its creditors; or
      (1.e)   has any bona fide distress, execution, attachment or other process made or
              levied against any of its assets which is not satisfied within seven days after
              service;
      then there has been an act of default.
11.2 The non-defaulting party is known as the “innocent party”.

12.   NOTIFYING ACT OF DEFAULT
12.1 Each party undertakes to the other that it will promptly notify, in writing, the other of
     any event which constitutes an act of default by it.

13.   TERMINATION
13.1 Upon the occurrence of an Act of Default the innocent party may, in its absolute
     discretion, and at such time as it may determine all or some of the following:
      (1.a)   terminate this agreement; and
      (1.b)   exercise any other power or right which the innocent party may have under this
              agreement or in law or in equity.
13.2 In addition to the rights set out in clause 13(1), the Company may also terminate this
     option by making a payment to the Grantee in the amount of (US)$100,000 by cash,
     cheque or wire transfer on, or before, the initial closing of the next Qualified Equity
     Financing occurring after the issue of the option.
13.3 In addition to the rights set out in clause 13 (1) and (2), if _________________
     (“Founder”) resigns or is removed as a director of the Company and Founder does not
     certify to the reasonable satisfaction of the Grantee within three days of such
     resignation or removal that such resignation or removal was voluntary, then the
     Company shall, unless waived by the Grantee, make a payment to the Grantee in the
     amount of (US)$100,000 by cash, cheque or wire transfer within seven days of such
     resignation or removal.

14.   NOTICES
14.1 Any notice to be served by one party on the other under this agreement must be in
     writing and is deemed to have been duly served if given:
      (1.a)   by mail, two business days after it is posted where the party’s last known
              address is in the Commonwealth of Australia, and five business days after it is
              posted by airmail where the party’s last known address is outside the
              Commonwealth of Australia; or
      (1.b)   by hand, at the time it is left at the party’s last known place of residence or
              business; or
      (1.c)   by telex, upon receipt or the answerback; or
      (1.d)   by facsimile transmission, at the time of transmission to the party’s last known
              facsimile number
      or such earlier time if acknowledged by the receiving party.

15.   TRANSFER OF OPTION
15.1 This option, and all associated rights, are transferable, in whole or in part, without
     charge to the Grantee (except for transfer taxes), upon surrender of this option and a
     duly signed written instruction of transfer to the Company.
15.2 Prior to registration of a proposed offer, sale or other disposition of the option, the
     Grantee must provide prior written notice to the Company describing briefly the
     details of the proposed offer, sale or other disposition. Upon receipt of the written
     notice, the Company, will, as promptly as practicable, notify the Grantee that they may
     sell or otherwise dispose of the option in accordance with the terms of the notice
     delivered to the Company.

16.   RESTRICTION ON SALE OF SHARES
16.1 The Grantee shall not sell or otherwise transfer, make any short sale of, grant any
     option for the purchase of, or enter into any hedging or similar transaction with the
     same economic effect as a sale, of any Shares during the one hundred eighty (180) day
     period following an initial public offering of the Company’s shares (or such other
     period as may be requested by the Company or an underwriter in order to comply with
     all relevant laws), provided that all officers and directors of the Company and all
     Grantees of at least one percent of the Company’s voting securities are bound by and
     have entered into similar agreements.
16.2 The Company may refuse to register share transfers with respect to the Shares until
     the end of such one hundred eighty day (or other) period.

17.   ASSIGNMENT
17.1 Other than as set out in clause 15, neither party has the right to assign any of its rights
     or benefits under this agreement without the prior written consent of the other.

18.   PROPER LAW
18.1 This agreement is governed by and construed in accordance with the laws of New
     South Wales and each party submits to the non-exclusive jurisdiction of the courts of
     New South Wales.
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18.2 The Company and the Grantee must seek their own legal advice, and ensure
     compliance with all applicable laws outside of New South Wales.

19.   GENERAL
19.1 No failure, delay, relaxation or indulgence on the part of either party in exercising any
     power or right arising out of or in connection with this agreement or otherwise will
     operate as a waiver of such power or right, nor will any single or partial exercise of
     such power or right preclude any future exercise.
19.2 If any term or part of this agreement is invalid or not enforceable according to its
     terms, all other terms or parts which are self-sustaining and capable of separate
     enforcement without regard to the invalid or unenforceable term or part is and will
     and continue to be valid and enforceable according to its terms.
19.3 The Company shall not, by amendment of its constitution or through a reorganisation,
     transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any
     other voluntary action, avoid or seek to avoid the observance or performance of any of
     the terms to be observed or performed under this option by the Company.
19.4 The Company shall at all times in good faith assist in carrying out of all the provisions
     of this option and in taking all such action as may be necessary or appropriate to
     protect the Grantee’s rights under this option.
19.5 Unless otherwise provided in this Agreement, the rights and obligations of the
     Company, of the Grantee and of the holder of the Shares issued upon exercise of this
     option, shall survive the exercise of this option.

20.   ARBITRATION
20.1 Any dispute or difference arising out of or in connection with this agreement must be,
     and is hereby, submitted to arbitration by a sole arbitrator according to and subject to
     the UNCITRAL arbitration rules. The arbitrator’s decision on the dispute or difference is
     final and not subject to appeal.
20.2 The appointing and administering body is the Australian Commercial Disputes Centre.
     The place of any arbitration will be Sydney in the state of New South Wales.
EXECUTED as an agreement.

COMPANY:

SIGNED for and on behalf of
__________________________
_____
by its corporate representative
in the presence of:




___________________________________    ___________________________________
Witness Signature:                     Corporate Representative


Full Name:__________________________   Full Name:__________________________


SIGNED for and on behalf of
__________________________
_____
by its corporate officers in the
presence of:




___________________________________    ___________________________________
Director/Secretary                     Director/Secretary


Full Name:__________________________   Full Name:__________________________


SIGNED for and on behalf of
__________________________
_____
by its duly appointed attorney in
the presence of:




 ___________________________________   ___________________________________
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Witness      Attorney
Full Name:
             Full Name: _________________________

             Power of Attorney date: ______________

             Certified that the attorney has no notice of
             the revocation of the power of attorney at
             the time of signature.
GRANTEE

SIGNED for and on behalf of
FOUNDER INSTITUTE, INC.
by its corporate representative
in the presence of:




___________________________________    ___________________________________
Witness Signature:                     Corporate Representative


Full Name:__________________________   Full Name:__________________________


SIGNED for and on behalf of
FOUNDER INSTITUTE, INC.
by its corporate officers in the
presence of:




___________________________________    ___________________________________
Director/Secretary                     Director/Secretary


Full Name:__________________________   Full Name:__________________________


SIGNED for and on behalf of
FOUNDER INSTITUTE, INC.
by its duly appointed attorney in
the presence of:




 ___________________________________    ___________________________________
Witness                                Attorney
Full Name:
                                       Full Name: _________________________

                                       Power of Attorney date: ______________

                                       Certified that the attorney has no notice of
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     the revocation of the power of attorney at
     the time of signature.
                                       SCHEDULE 1
NOTICE OF EXERCISE
(Company share call option)


TO: [Name and address of company]
FROM: [Name and address of grantee]


The Grantee gives you notice of the exercise of the option to purchase the shares granted by
the Company to the Grantee on the ____________ day of ____________ 20___.


A.Number of shares in respect of which the option is exercised.
B. A request that the company allot the number of shares nominated by the grantee.
C. Details of the arrangements made to procure the payment of the allotment prices. See cl
    5(b).
__________________________________


SIGNED for and on behalf of
FOUNDER INSTITUTE, INC.
by its corporate representative
in the presence of:




___________________________________                  ___________________________________
Witness Signature:                                   Corporate Representative


Full Name:__________________________                 Full Name:__________________________


SIGNED for and on behalf of
FOUNDER INSTITUTE, INC.
by its corporate officers in the
presence of:
16



___________________________________    ___________________________________
Director/Secretary                     Director/Secretary


Full Name:__________________________   Full Name:__________________________


SIGNED for and on behalf of
FOUNDER INSTITUTE, INC.
by its duly appointed attorney in
the presence of:




 ___________________________________    ___________________________________
Witness                                Attorney
Full Name:
                                       Full Name: _________________________

                                       Power of Attorney date: ______________

                                       Certified that the attorney has no notice of
                                       the revocation of the power of attorney at
                                       the time of signature.
e revocation of the power of attorney at
                                       the time of signature.
                       Full Name: _________________________

                                                       Power of Attorney date: ______________

                                                       Certified that the attorney has no notice of
                                                       the revocation of the power of attorney at
                                                       the time of signature.

				
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