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.
THE HOLDER OF THE SECURITIES REPRESENTED HEREBY MUST NOT TRADE SUCH SECURITIES IN OR FROM A JURISDICTION OF CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS ARE MET.
STOCK OPTION AGREEMENT
(Non U.S. Person)
This AGREEMENT is entered into as of theu day ofu, 2018 (the “Date of Grant”).
BETWEEN:
BLOX, INC.,a company incorporated pursuant to the laws of the State of Nevada, with an office located at #202 – 5626 Larch Street, Vancouver, British Columbia, Canada V6M 4E1
(the “Company”)
AND:
u
(the “Optionee”)
WHEREAS:
A.
The Company’s board of directors (the “Board”) has approved and adopted the 2014 Stock Option Plan (the “Plan”) whereby the Board is authorized to grant stock options to purchase shares of common stock of the Company to the directors, officers, employees and consultants of the Company and its subsidiaries;
B.
The Optionee is a director, officer, employee or consultant of the Company or subsidiary of the Company; and
C.
The Company wishes to grant stock options to purchase a total ofu Optioned Shares (as defined herein) to the Optionee.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
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1.
DEFINITIONS
1.1
In this Agreement, the following terms shall have the following meanings:
(a)
“1933 Act” means the United StatesSecurities Act of 1933, as amended;
(b)
“Applicable Laws” means all legal requirements relating to the Plan or the Securities under applicable United States federal and state securities laws, the United StatesInternal Revenue Code, Canadian provincial securities laws, theIncome Tax Act (Canada), the rules of any applicable stock exchange or stock quotation system, and any other applicable laws of any jurisdiction;
(c)
“Exercise Price” means an aggregate price of $u.
(d)
“Expiry Date” meansu;
(e)
“Notice of Exercise” means a completed and executed notice in writing delivered to the Company at its address first recited hereto (or such other address of which the Company may from time to time notify the Optionee in writing), in the form attached as Schedule “A” hereto, which notice shall specify therein the number of Optioned Shares in respect of which the Options are being exercised;
(f)
“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 2.1 of this Agreement;
(g)
“Optioned Shares” means the Shares that are issued pursuant to the exercise of any Options;
(h)
“Securities” means, collectively, the Options and the Optioned Shares;
(i)
“Shareholders” means holders of record of Shares;
(j)
“Shares” means shares in the common stock of the Company;
(k)
“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
(l)
“Vested Options” means the Options that have vested in accordance with Section 2.2 of this Agreement.
1.2
Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan.
2.
THE OPTIONS
2.1
The Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement and in the Plan, Options to purchase a total ofu Optioned Shares at the Exercise Price, provided that any grant or exercise of any Options to or by an Optionee will be conditional on compliance with all Applicable Law.
2.2
The Option shall vest according to the following: EXERCISABLE IMMEDIATELY
2.3
The Options may be exercised immediately after vesting.
2.4
The Options shall, at 5:00 p.m. (Pacific time) on the Expiry Date, expire and be of no further force or effect whatsoever.
2.5
The Company shall not be obligated to cause the issuance, transfer or delivery of a certificate or certificates representing Optioned Shares to the Optionee until provision has been made by the Optionee, to the satisfaction of the Company, for the payment of the aggregate Exercise Price for all Optioned Shares for which the Options shall have been exercised, and for satisfaction of any withholding obligations associated with such exercise.
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2.6
The Optionee shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Options have been properly exercised in accordance with the terms of this Agreement.
2.7
The Options will terminate in accordance with the provisions of the Plan.
2.8
Subject to the provisions of this Agreement and the Plan and subject to compliance with any applicable securities laws, the Options shall be exercisable, in full or in part, at any time after vesting, until termination, provided that if the Optionee is subject to the reporting and liability provisions of Section 16 of theSecurities Exchange Actof 1934, as amended, the Optionee shall be precluded from selling, transferring or otherwise disposing of any Optioned Shares during the six months immediately following the grant of the Options unless an exemption is available to such restrictions. If less than all of the Optioned Shares included in the vested portion of any Options are purchased, the remainder may be purchased at any subsequent time prior to the Expiry Date. Only whole Optioned Shares may be issued pursuant to the exercise of any Options, and to the extent that any Option covers less than one Optioned Share, it is not exercisable.
2.9
Each exercise of the Options shall be by means of delivery of a completed and executed Notice of Exercise (in the form attached hereto as Schedule “A”) by the Optionee to the Chief Financial Officer of the Company at its principal executive office, specifying the number of Optioned Shares to be purchased and accompanied by payment in cash, by wire transfer or, if the funds are draw from a Canadian bank, by certified cheque, in the amount of the full Exercise Price for the Optioned Shares to be purchased or in such other manner as permitted by the Plan.
2.10
It is a condition precedent to the issuance of Optioned Shares that the Optionee execute and/or deliver to the Company all documents and withholding taxes required in accordance with Applicable Laws.
2.11
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 or the Plan.
2.12
The terms of the Options are subject to the provisions of the Plan, as the same may from time to time be amended, and any inconsistencies between this Agreement and the Plan, as the same may be from time to time amended, shall be governed by the provisions of the Plan.
2.13
By accepting the Options, the Optionee represents and agrees that none of the Optioned Shares purchased upon exercise of the Options will be distributed in violation of any Applicable Laws. The Optionee further represents and agrees to provide the Company with any other document reasonably requested by the Company or the Company’s legal counsel.
3.
DOCUMENTS REQUIRED FROM OPTIONEE
3.1
The Optionee must complete, sign and return an executed copy of this Agreement to the Company.
3.2
The Optionee shall complete, sign and return to the Company, as soon as practicable on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities and Applicable Laws.
4.
SUBJECT TO STOCK OPTION PLAN
The terms of the Options will be subject to the Plan, as may from time to time be amended, and any inconsistencies between this Agreement and the Plan, as the same may be from time to time amended, shall be governed by the provisions of the Plan. A copy of the Plan will be delivered to the Optionee, and will be available for inspection at the principal offices of the Company.
5.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE
The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a)
the Optionee is a director, officer, employee or consultant of the Company or subsidiary of the Company;
(b)
if the Optionee is a consultant and resident in Canada, the Optionee:
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(i)
is engaged to provide services to the Company or a related entity of the Company, other than services provided in relation to a distribution,
(ii)
provides the services under a written contract with the Company or a related entity of the issuer, and
(iii)
spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer;
(c)
if an employee or consultant of the Company or subsidiary of the Company, the Optionee is a bona fide employee or consultant of the Company or subsidiary of the Company;
(d)
the Optionee understands and agrees none of the Securities have been or will be 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, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), 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 and foreign securities laws;
(e)
the Optionee is not a U.S. Person and is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(f)
is outside the United States when receiving and executing this Agreement;
(g)
the Optionee understands and agrees that offers and sales of any of the Securities prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(h)
the Optionee acknowledges that it 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 any 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 any of the Securities; provided, however, that the Optionee may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(i)
hedging transactions involving the Securities may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws;
(j)
the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(k)
the Optionee is resident in the jurisdiction set out on page 1 of this Agreement;
(l)
the Optionee:
(i)
is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Optionee is resident (the “International Jurisdiction”) which would apply to the granting of the Option;
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(ii)
the Optionee is acquiring the Option pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Optionee is permitted to acquiring the Option under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;
(iii)
the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the granting of the Option;
(iv)
the granting of the Option by the Company does not trigger:
A.
any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or
B.
any continuous disclosure reporting obligation of the Optionee or the Company in the International Jurisdiction; and
(v)
the Optionee will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;
(m)
the acquisition of the Securities by the Optionee as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Optionee; and
(n)
the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company.
6.
LEGENDING OF SUBJECT SECURITIES
6.1
The Optionee hereby consents to the placement of a legend on any certificate or other document evidencing any of the Optioned Shares to the effect that such Optioned Shares have not been registered under the 1933 Act or any state securities or “blue sky” laws, are subject to resale restrictions in Canada, and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, such legends to be substantially as follows:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (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.
THE HOLDER OF THE SECURITIES REPRESENTED HEREBY MUST NOT TRADE SUCH SECURITIES IN OR FROM A JURISDICTION OF CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS ARE MET.
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6.2
The Optionee hereby agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.
7.
GENERAL RESALE RESTRICTIONS
7.1
The Optionee acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Optionee or proposed transferee. The Optionee acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.
7.2
The Optionee acknowledges that the Securities are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules made thereunder.
7.3
If the Optionee is not a resident of Canada, the Optionee represents, warrants and acknowledges that:
(a)
pursuant to Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets (“MI 51-105”), a subsequent trade in the Securities in or from Canada will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “Canadian Legend”) specified in MI 51-105;
(b)
the Optionee is not a resident of British Columbia and undertakes not to trade or resell any of the Shares in or from British Columbia unless the trade or resale is made in accordance with MI 51-105. The Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 7.2 and agrees that if such representations and warranties are no longer accurate or have been breached, the Optionee shall immediately notify the Company;
(c)
by executing and delivering this Agreement, the Optionee will have directed the Company not to include the Canadian Legend on any certificates representing the Securities to be issued to the Optionee. As a consequence, the Optionee will not be able to rely on the resale provisions of MI 51-105, and any subsequent trade in any of the Securities in or from Canada will be a distribution subject to applicable prospectus and registration requirements; and
(d)
if the Optionee wishes to trade or resell any of the Securities in or from Canada, the Optionee agrees and undertakes to return, prior to any such trade or resale, any certificate representing any Securities to the Company’s transfer agent to have the Canadian Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the Canadian Legend on any ownership statement issued under a direct registration system or other book entry system.
7.4
The Optionee acknowledges and agrees that the Optionee is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions.
8.
NO EMPLOYMENT RELATIONSHIP
The grant of an Option shall in no way constitute any form of agreement or understanding binding on the Company or any Related Company (as defined in the Plan), express or implied, that the Company or any Related Company will employ or contract with the Optionee, for any length of time, nor shall it interfere in any way with the Company’s or, where applicable, a Related Company’s right to terminate the Optionee’s employment at any time, which right is hereby reserved.
9.
GOVERNING LAW
This Agreement is governed by the laws of the State of Nevada.
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10.
COSTS
The Optionee acknowledges and agrees that all costs and expenses incurred by the Optionee (including any fees and disbursements of any special counsel retained by the Optionee) relating to the acquisition of the Securities shall be borne by the Optionee.
11.
SURVIVAL
This Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of any Optioned Shares by the Optionee pursuant hereto.
12.
ASSIGNMENT
This Agreement is not transferable or assignable.
13.
CURRENCY
Unless explicitly stated otherwise, all funds in this Agreement are stated in United States dollars.
14.
SEVERABILITY
The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.
15.
COUNTERPARTS AND ELECTRONIC MEANS
This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date first above written.
16.
ENTIRE AGREEMENT
This Agreement is the only agreement between the Optionee and the Company with respect to the Securities, and this Agreement and the Plan supersede all prior and contemporaneous oral and written statements and representations and contain the entire agreement between the parties with respect to the Securities.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first above written.
BLOX, INC.
Per:
Authorized Signatory
Name & Title of Signatory
u
Per:
Signature
