Option Agreement - Internet Advisory Corp. and John Neilson
OPTION AGREEMENT
THIS AGREEMENT is made as of the 9th day of March, 2001, by and between
The Internet Advisory Corporation, a Utah corporation (the "Company") and John
Neilson (the "Optionee").
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, it is hereby agreed that:
1. The Company grants to Optionee, during the Option Term as defined
below, the option to buy from the Company a total of 300,000 "unregistered" and
"restricted" shares of the Company's common stock (the "Shares"), at a price of
$0.25 per share (the "Option").
2. The Option shall be exercisable by Optionee, in whole or in part, for a
period commencing on the date of this Agreement and ending at 5:00 p.m., Eastern
Daylight Time, on March 8, 2006 (the "Option Term"). If the Optionee fails to
exercise all or any portion of the Option within the Option Term, such Option or
portion thereof shall terminate and neither the Company nor the Optionee shall
have any further rights or obligations with respect to this Option.
3. Upon issuance, all Shares shall be fully-paid and non-assessable.
4. The Optionee hereby represents and warrants that he has sufficient
knowledge and experience to understand the nature of any investment in the
Shares and is fully capable of bearing the economic risk of the loss of his
entire cost basis.
5. The Optionee understands that he must bear the economic risk of
ownership of the Shares for a long period of time, the minimum of which will be
one (1) year, as the Shares will be "unregistered" securities and may not be
sold unless any subsequent offer or sale is registered with the United States
Securities and Exchange Commission or otherwise exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), or other
applicable laws, rules and regulations.
6. The Optionee further represents and agrees as follows:
a. That the Shares will be acquired for investment purposes and not
with a view toward further distribution;
b. That he has a full and complete understanding of the phrase "for
investment purposes and not with a view toward further distribution";
c. That he understands the meaning of "unregistered securities" and
knows that they are not freely tradeable;
d. That any stock certificate issued to the Optionee in connection
with any Shares to be acquired shall be imprinted with a legend restricting
their sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
e. That the stock transfer records of the Company shall reflect that
the Optionee has requested the Company not to effect any transfer of any stock
certificate representing any of the
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Shares to be acquired unless the Optionee shall first have obtained an opinion
of legal counsel to the effect that the Shares may be sold in accordance with
applicable laws, rules and regulations, and the Optionee understands that any
opinion must be from legal counsel satisfactory to the Company and, regardless
of any opinion, the Optionee understands that the exemption covered by any
opinion must in fact be applicable to the Shares;
f. That the Optionee shall not sell, offer to sell, transfer,
assign, hypothecate or make any other disposition of any interest in any Shares
to be acquired, except as may be pursuant to any applicable laws, rules and
regulations;
g. The Optionee understands that any investment in Shares of the
Company is "risk capital," and that he is fully capable of bearing the economic
risks attendant to such investment, without qualification; and
h. The Optionee also understands that without approval of counsel
for the Company, any Shares to be issued and delivered to the Optionee shall be
represented by one stock certificate only, and that such stock certificate shall
be imprinted with the following legend or a reasonable facsimile thereof:
The Shares represented by this certificate have not
been registered under the Securities Act of 1933, as
amended, and may not be sold or otherwise transferred
unless compliance with the registration provisions of
such Act has been made or unless availability of an
exemption from such registration provisions has been
established, or unless sold pursuant to Rule 144
under the Act.
7. The Option may not be transferred by the Optionee without the prior
written consent of the Company, which shall not be unreasonably withheld.
8. The Option shall be exercisable by the Optionee upon written notice to
the Company of his intention to exercise, together with a payment to the Company
of the applicable exercise price.
9. This Agreement shall be binding on and inure to the benefit of the
successors, heirs, executors, administrators and assigns of the parties.
THE INTERNET ADVISORY CORPORATION, a
Utah corporation
By /s/ Joseph Erickson
-------------------------------
Joseph Erickson, Treasurer
/s/ John Neilson
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John Neilson
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