Exhibit2
IRREVOCABLE STOCKOPTIONAGREEMENT
Irrevocable Stock Option Agreement (the "Agreement") dated August 1, 2014, by and between, [*] (the "Optionor"), and Capstone Financial Group, Inc. (the "Optionee").
WHEREAS, Optionor is the owner of [*] un-restricted registered shares (the "Optionor Stock") of common stock of MIRROR ME, INC., (or the "Company"); and
WHEREAS, Optionee wishestobuytheOptionorStockfromOptionorand OptionorwishestoconveytheOptionorStocktoOptionee, ("theOption")all upon the terms and subjectto the conditions herein set forth.
NOW,THEREFORE,in ordertoimplementtheforegoingandinconsideration ofthemutualagreementscontainedherein,thepartiesheretoagree as follows:
I. | PurchaseandSaleoftheOptionorStock. |
1.1 | Agreement toOptionOptionorStock.Subject tothetermsandontheconditions hereinaftersetforth, Optionorherebyagreestoprovide Optioneetheirrevocable right to acquire Optionor Stock for the aggregate consideration of [* $0.02 per share] (the "Purchase Price"), to be paid as follows: |
a) | [* $0.015 per share]shallbepaidincashorcompanycheckorotherreasonably acceptablemethod,currentherewith,asconsiderationfor theOptionto acquire the Optionor Stock; |
b) | [* $0.005 per share] shallbepaidconcurrentwiththeexerciseoftheOption. |
1.2 | ExerciseoftheOptionandClosingofthePurchase.The exerciseof theOptionandthe closingofthepurchaseand sale of theOptionor Stock(the "Closing") shall be deemedtotake place at the offices of Optionee, on orbefore August 5, 2015, or at the earliest date of the completionof the events as setforthin the following sentence; however Optionee shall not tobe allowed to exercise this Option prior in timetoOctober 15,2014. Atthe Closing:(i) Optionor will cause OptionorStock tobe delivered to Optionee in certificate formin the nameofOptionee directly to: CapstoneFinancial Group, Inc.,2600 MichelsonDr., Suite 700,Irvine, California, 92612, or asotherwise directed by the Optionee; and (ii) upon receipt of the Optionor Stock, Optionee shall deliver to Optionor the Purchase Price, bycompany check, certified check, official bank checkorwire transfer, as reasonably directed by Optionor's designee. At no time does Optionee intend the aggregateamount of sharesof theCompany common stockheldbyOptionee to exceed4.99%. |
[* Agreements on this form were entered into with holders of an aggregate of 174,860 (pre-split) shares.]
II. | RepresentationsandWarrantiesof |
Optionorhereby representsandwarrantsthat:
2.1 | Due Authorization.Optionor has all requisite legal capacity to execute, deliver and perform this Agreement and the transactions hereby contemplated. This Agreement constitutes a valid and binding agreement on the part of Optionor and is enforceable against Optionor in accordance with its terms. |
2.2 | No Consents; No Contravention. The execution, delivery and performance byOptionorofthisAgreement(i)requirenoauthorization,registration,consent, approvalor actionbyorinrespectof, orfilingswith,any governmental body, agency orofficial orother person (including but notlimitedto the Securitiesand Exchange Commission), and (ii) do not contravene, conflict with,result ina breachoforconstitute a default under any material provision ofapplicable law orregulation,or ofanymaterial agreement to which Optionor isa party orby which he or the Optionor Stockisbound,or any judgment, order, decree or other instrument binding upon Optionor or the Optionor Stock. |
2.3 | Ownership;NoEncumbrance.AttheClosing, Optionoristhesolelegal, recordandbeneficialowneroftheOptionorStock. Optionor has good and marketable titleto the Optionor Stock and theOptionorStock is andat Closing shall be free andclear of all liens, pledges, mortgages, charges, security interests or encumbrances of any kindor nature. The Optionor Stock is fullypaid, freetrading and maybe sold byOptioneeatany time inamarket transaction. There areno outstanding options, warrants,or rights to purchasethe OptionorStock other than through thisAgreement. Thisrepresentation shall survive the Closing. |
2.4 | Optionor Acknowledgment. Optionor represents that Optionor is the original owneroftheOptionorStock,havingacquiredthestockpursuanttoaRegistration Statementfiledwith theSecuritiesandExchangeCommission. Optionoracknowledges that Optionor is providing the Option on the Optionor Stockto Optionee with the knowledge that the Optionor Stock has a limited current market value and that Optionor acknowledges that Optionor hashad anopportunity to reviewtheCompany's SECfilings,anddiscussthestatusof the Company with its management, and based thereon understands that the value of the Optionor Stock maygo up in value as a resultof anticipatedconfidentialinformationprovided to Optionor. Optionor acknowledges that Optionor is selling the Optionor Stock under current market price, and under the price Optionor paid for the Optionor Stock. Optionor understands that Optionee may be purchasing stock from other shareholders of the Company, and has limited its purchases to no greater than 4.99% of the Company's issued and outstanding common shares. Optionee has set no time limit in which to acquire the other shares of Company stock being purchased by the Optionee, which shall not in the aggregate exceed 4.99%. Optionee is unaware as to how many shares the Optionee will acquire or how many shares Optionee will be able to acquire in the future. |
2.5 | Litigation. There are no investigations, actions, suits or proceedings, administrativeorotherwise,threatenedorpendingthataffectsOptionor'srightstotheOptionor Stock,thesaleoftheOptionorStockitself or theCompany. |
2.6 | Insolvency. Optionor is not insolvent, is not in receivership, nor is any applicationforreceivership pending;noproceedingsarependingbyoragainstitinbankruptcyor reorganization inanystateorfederalcourt; norhasitcommitted anyactofbankruptcy. |
2.7 | Broker Fee. Optionor and Optionee hereby represent and warrant that there hasbeennoactoromissionbyOptionorortheOptioneewhichwouldgiverisetoany validclaim againstanyofthe partieshereto fora brokerage commission, finder's feeorother like payment in connection withthe transaction contemplated hereby. |
III. | RepresentationsandWarrantiesof |
Optioneeherebyrepresentsandwarrantsthat:
3.1 | DueAuthorization.Optioneehasallrequisitelegalcapacitytoexecute, deliverandperformthisAgreementandthetransactionshereby contemplated. This Agreement constitutes avalid and binding agreement onthe part of Optionee and is enforceable against Optionee in accordance with its terms. |
3.2 | No Consents; No Contravention. The execution, delivery and performance byOptioneeofthisAgreement(i)requirenoauthorization,consent,approvalor actionbyorin respect of, or filings with, anygovernmental body, agency orofficial or otherperson and (ii) do not contravene, conflict with, result in a breach of or constitute a default underany material provision ofapplicable law or regulation, or ofany material agreement to which Optionee is apartyor bywhichhe is bound, orany judgment, order, decree or other instrumentbinding upon Optionee. |
3.3 | Limitation of Purchases. The Optionee has represented to Optionor, Optionee's intentiontoacquireadditionalsharesoftheCompany'scommonstockovervarious times,inamountsnottoexceed 4.99% of the issuedand outstanding common stockofthe Company, in transactionsdirectly withthe original shareholders,in non-public transactions,at various prices,ona negotiated basis, at prices below current market valuations. |
IV. | Optionor's Conditions to Closing. |
4.1 | AccuracyofRepresentations.Eachoftherepresentationsandwarranties ofOptioneecontained inArticleIIIshallbetrue,completeand correctinall respects. |
4.2 | No Action to Restrain. No statute, rule, regulation, judgment, injunction, orderordecreeshallhavebeenenacted,entered,promulgated, enforcedordeemedapplicableby anycourtofcompetentjurisdiction,arbitrator,government or governmental authorityoragency, whichstatute, rule, regulation, judgment, injunction, order or decreeshall bein effect and restrain, enjoin, prohibit or otherwise makeillegal the consummation of the sale and purchase of the OptionorStock contemplatedby this Agreement. |
V. | Optionee's Conditions to Closing. |
5.1 | Accuracy of Representations. Each of the representations and warranties ofOptionorcontainedinArticleIIshallbetrue,completeandcorrectinallrespects. |
5.2 | No Action to Restrain. No statute, rule, regulation, judgment, injunction, orderordecreeshallhavebeenenacted,promulgated,enforcedordeemedapplicablebyanycourt ofcompetentjurisdiction,arbitrator, government orgovernmental authority or agency, which statute, rule,regulation, judgment, injunction,orderor decreeshall bein effectand restrain,enjoin, prohibit or otherwise make illegal the consummation of the sale and purchase of the Optionor Stock contemplated by this Agreement. |
VI. | Miscellaneous. |
6.1 | Indemnification.Optionor shallindemnify,defendandholdharmless Optioneefrom andagainstanyloss,liability,claimordamage(includingincidentaland consequentialdamages), expenses (includingcostsof investigation and defense and reasonable attorney's fees), whether or not involvinga third-party claim, arising outof or in connection with the purchase of the OptionorStock. |
6.2 | Binding Effect; Assignment. Except as provided to the contrary hereinabove, this Agreement shall apply to and shall be binding upon the parties hereto, their respective successors and assigns and all persons claiming by, through or under any of the aforesaid persons. |
6.3 | Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. |
6.4 | Amendment. This Agreement may not be amended or modified, except by a written instrument signed by the parties hereto. |
6.5 | Applicable Law. This agreement and all transactions contemplated in this Agreement shall be governed by, construed and enforced in accordance with the laws of Nevada. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Clark County, State of Nevada. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. |
6.6 | Severability. In the event that any one or more of the provisions contained in this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained in this Agreement shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. |
6.7 | Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given when received. |
6.8 | Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. |
6.9 | Assignability. ThisAgreement, andrightsgrantedhereinbyOptionor, maybeassignedbyOptionee,atanytime,withouttheapproval ofOptionor. |
INWITNESSWHEREOF,OptionorandOptioneehaveexecutedthisAgreement asofthedatesetforthabove.
OPTIONOR: | ||
By: | ||
Name: | /s/ [*] | |
Title: | Non-Affiliate | |
OPTIONEE: | ||
Company: | Capstone Financial Group, Inc. | |
By: | /s/ Darin R. Pastor | |
Name: | Darin R. Pastor | |
Title: | CEO | |
Tax Id: |