Exhibit 99.1
FORM OF STOCK OPTION AGREEMENT
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THIS STOCK OPTION AGREEMENT is made and entered into as of __________
by and between IRT Industries, Inc., a Florida corporation (the "Company") and
___________, an individual ("Optionee").
RECITALS
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WHEREAS, the Company wishes to grant to Optionee the option and right
to purchase ____________shares of common stock of the Company, par value of $
0.0001 per share (the "Shares"); and
WHEREAS, Optionee wishes to receive from the Company the option and
right to purchase the Shares.
NOW, THEREFORE, in consideration of good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the parties
hereto, the parties agree as follows:
AGREEMENT
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1. Grant of Option. The Company hereby grants to the Optionee the right,
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privilege and option (the "Option") to purchase _________ shares of the Company
at a purchase price of $________ per share (an aggregate purchase price of
$_______) (the "Exercise Price").
2. Term of Option. Subject to the terms and conditions set forth herein, the
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Option shall be exercisable, in whole or in part, during the term commencing on
the date of this Agreement and ending at _______P.M., __________Time, on
________, ______, and shall be void thereafter.
3. Payment of Exercise Price. Payment of the Exercise Price shall be made by
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Optionee, upon any exercise of the Option, in cash and in full.
4. Method of Exercise. The Option may be exercised by Optionee by delivery of
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the Notice of Exercise annexed hereto duly completed and executed, setting forth
the number of Shares for which the Option is being exercised. The Notice of
Exercise must be accompanied by the payment of the Exercise Price, as provided
in Paragraphs 3 and 4 above, and the Company may thereupon request, and receive,
such other reasonable documents the Company may reasonably require in order to
assure compliance with Paragraph 5 below. The Option shall be deemed to have
been exercised immediately prior to the close of business on the date of its
exercise as provided above, and Optionee shall be treated for all purposes as
the holder of record of such shares as of the close of business on such date. As
promptly as practicable on or after such date and in any event within ten (10)
days thereafter, the Company at its expense shall issue and deliver to the
Optionee a certificate or certificates for the number of shares issuable upon
such exercise. In the event that the Option is exercised in part, the Company at
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its expense will execute and deliver a new Agreement or document of like tenor
exercisable for the number of Shares that this Agreement may then be exercised.
5. Registration or Exemption. Notwithstanding anything to the contrary contained
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herein, the Option may not be exercised unless the Shares issuable upon exercise
are registered pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and any applicable state securities laws, or for such Shares
not so registered, the Company has reasonably determined that such issuance
would be exempt from the registration requirements of the Securities Act and
applicable state securities laws.
6. Company's and Optionee's Rights. The existence of the Option shall not affect
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in any way the rights of the Company to conduct its business, nor shall the
Optionee have any rights as a shareholder of the Company solely due to the
ownership of the Option.
7. Adjustments. The Exercise Price and the number of shares purchasable
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hereunder are subject to adjustment from time to time as follows:
(a) Merger, Sale of Assets, etc. If at any time while the Option or any
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portion thereof, is outstanding and unexpired there shall be (i) a
reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash, or
otherwise, or (iii) a sale or transfer of the Company's properties and assets
as, or substantially as, an entirety to any other person, then, as a part of
such reorganization, merger, consolidation, sale or transfer, lawful provision
shall be made so that the Optionee shall thereafter be entitled to receive upon
exercise of the Option, during the period specified herein and upon payment of
the Exercise Price then in effect, the number of shares of stock or other
securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that the Optionee, upon
exercise of the Option, would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if the Option had been
exercised immediately before such reorganization, merger, sale or transfer, all
subject to further adjustment as provided in this Paragraph 7. The foregoing
provisions of this Paragraph 7(a) shall similarly apply to successive
reorganizations, consolidations, mergers, sales and transfers and to the stock
or securities of any other corporation that are at the time receivable upon the
exercise of the Option. If the per-share consideration payable to the Optionee
hereof for Shares in connection with any such transaction is in a form other
than cash or marketable securities, then the value of such consideration shall
be determined in good faith by the Company's Board of Directors. In all events,
appropriate adjustment (as determined in good faith by the Company's Board of
Directors) shall be made in the application of the provisions of the Option with
respect to the rights and interests of the Optionee after the transaction, to
the end that the provisions of the Option shall be applicable after that event,
as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of the Option.
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(b) Reclassification, etc. If the Company, at any time while the
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Option, or any portion hereof, remains outstanding and unexpired by
reclassification of securities or otherwise, shall change any of the securities
as to which the purchase rights under the Option exist into the same or a
different number of securities of any other class or classes, the Option shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as the result of such change with respect to the
securities that were subject to the purchase rights under the Option immediately
prior to such reclassification or other change and the Exercise Price thereof
shall be appropriately adjusted, all subject to further adjustment as provided
in this Paragraph 7.
(c) Split, Subdivision or Combination of Shares. If the Company at any
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time while the Option, or any portion thereof, remains outstanding and unexpired
shall split, subdivide or combine the securities as to which purchase rights
under the Option exist, into a different number of securities of the same class,
the Exercise Price for such securities shall be proportionately decreased in the
case of a split or subdivision or proportionately increased in the case of a
combination.
(d) Certificate as to Adjustments. Upon the occurrence of each
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adjustment or readjustment pursuant to this Paragraph 7, the Company at its
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to the Optionee a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment is based. The Company shall, upon the written request, at any time,
of Optionee, furnish or cause to be furnished to the Optionee a like certificate
setting forth: (i) such adjustments and readjustments; (ii) the Exercise Price
at the time in effect; and (iii) the number of shares and the amount, if any, of
other property that at the time would be received upon the exercise of the
Option.
(e) No Impairment. The Company will not, by any voluntary action, avoid
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or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Paragraph 7 and
in the taking of all such actions as may be necessary or appropriate in order to
protect the rights of the Optionee against impairment.
8. Transfer to Comply with the Securities Act. This Option has not been
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registered under the Securities Act of 1933 and has been issued to the Optionee
for investment and not with a view to the distribution of either the Option or
the Shares issued or issuable upon exercise of this Option. Neither this Option
nor any of the Shares issued or issuable upon exercise of this Option or any
other security issued or issuable upon exercise of this Option may be sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement under the Act relating to such security or an opinion of counsel
satisfactory to the Company that registration is not required under the Act.
Each certificate for the Option, the Shares issued or issuable upon exercise of
this Option and any other security issued or issuable upon exercise of this
Option shall contain a legend on the face thereof, in form and substance
satisfactory to counsel for the Company, setting forth the restrictions on
transfer contained in this Section.
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9. Miscellaneous.
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(a) Waiver. No waiver is enforceable unless in writing and signed by
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such waiving party, and any waiver shall not be construed as a waiver by any
other party.
(b) Amendments. This agreement may not be amended unless by the mutual
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consent of all of the parties hereto in writing.
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