EXHIBIT 3.98
OPTION AGREEMENT
THIS AGREEMENT made effective the 31st day of August, 2001.
B E T W E E N:
API ELECTRONICS GROUP INC., a corporation incorporated pursuant
to the laws of the Province of Ontario,
(hereinafter referred to as the "Corporation")
OF THE FIRST PART
- and -
JASON DEZWIREK, a director of the Corporation,
(hereinafter referred to as the "Purchaser")
OF THE SECOND PART
WHEREAS the Corporation desires to grant to the Optionee pursuant to
the terms of the Corporation's Stock Option Plan (the "Plan") options to
purchase common shares in the capital of the Corporation, pursuant to the
Ontario Securities Commission ruling of January 10, 1997 under subsection 74(1)
of the Securities Act (Ontario).
AND WHEREAS the Purchaser is a director of the Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:
1. In this Agreement the term "share" or "shares" shall mean, as the case may
be one or more common shares in the capital of the Corporation as constituted at
the date of the Agreement.
2. The Corporation hereby grants to the Purchaser subject to the terms and
conditions hereinafter set out, an irrevocable, non-transferrable option to
purchase Fifty Thousand (50,000) shares of the Corporation at the exercise price
of forty-five cents US ($0.45 US funds) per Optioned Share and Fifty Thousand
(50,000) shares of the Corporation at the exercise price of seventy-five cents
US ($0.75 US funds) per Optioned Share (the said One Hundred Thousand (100,000)
common shares being hereinafter called the "Optioned Shares")
3. The Purchaser shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the One Hundred Thousand (100,000) options
hereby granted with respect to all or any part of the optioned shares at any
time or from time to time after the hold period date hereof and prior to close
of business on August 31, 2006 (Hereinafter called the "Expiry Date"). On the
Expiry Date the options hereby granted shall forthwith expire and terminate and
be of no further force or effect whatsoever as to such of the Optioned Shares in
respect of which the options hereby granted have not been exercised. The
Optioned Shares are subject to a four-month hold period from the effective date.
4. In the event of the death of the Purchaser on or prior to the Expiry Dates
while a director of the Corporation, the option hereby granted to the Purchaser
may be exercised, as to such of the Optioned Shares in respect of which option
has not previously been exercised as the Purchaser would have then been entitled
to purchase, by the legal personal representatives of the Purchaser at any time
up to and including (but not after) a date of six (6) months following the date
of death of the Purchaser or to the close of business on the expiry date,
whichever is earlier.
5. In the event of the resignation or discharge of the Purchaser as a
director of the Corporation prior to the Expiry Dates, the option hereby granted
to the Purchaser shall after ninety (90) days following the Purchaser ceasing to
be a director of the Corporation, cease and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of which such
option has not been previously exercised.
6. If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.
7. Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the Secretary of the Corporation, which notice
shall specify the number of optioned shares in respect of which such notice is
being exercised and shall be accompanied by payment (by cash or certified
cheque) in full of the purchase price for such number of optioned shares so
specified therein. Upon any such exercise of options as aforesaid the
Corporation shall forthwith cause the transfer agent and registrar of the
Corporation to deliver to the Purchaser or his legal personal representatives
(or as the Purchaser may otherwise direct in the notice of exercise of option)
within ten (10) days following receipt by the Corporation of any such notice of
exercise of option a certificate or certificates in the name of the Purchaser or
his legal personal representatives representing in the aggregate such number of
optioned shares as the Purchaser or his legal personal representatives shall
have then paid.
8. Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.
9. In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division re-division or change.
In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.
10. The Purchaser 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) other than in respect of the Optioned Shares
in respect of which the Purchaser shall have exercised his option hereunder and
which the Purchaser shall have actually taken up and paid for.
11. Time shall be of the essence of this Agreement.
12. This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof. This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.
13. This Agreement shall be construed in accordance with and be governed by
the laws of the Province of Ontario and shall be deemed to have been made in
said Province.
IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.
SIGNED, SEALED AND DELIVERED ) API ELECTTRONICS GROUP INC.
(in the presence of) )
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) By:__________________________________
) Phillip DeZwirek, CEO
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) __________________________________
) Jason DeZwirek