PUT OPTION AGREEMENT
This PUT OPTION AGREEMENT ("Agreement") is dated as of February 9, 2000
(the "Effective Date"), by and between WAMEX Holdings, Inc., a New York
corporation, (the "Company"), and M. Richard Cutler ("Cutler"), Brian A.
Lebrecht ("Lebrecht"), and Vi Bui ("Bui"). Each of Cutler, Lebrecht, and Bui
shall be referred to as a "Holder" and collectively as the "Holders."
RECITALS
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WHEREAS, pursuant to a Consulting Agreement of even date herewith between
the Company and Holders, the Holders were issued an aggregate of 100,000 shares
of common stock of the Company (the "Shares").
WHEREAS, the Company proposes to issue to Holders an option to put back to
the Company the Shares in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein set forth, the parties hereto agree as follows:
AGREEMENT
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SECTION 1. Issuance of Option; Term. As of the date hereof, the
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Company hereby issues to Holders an option (the "Option") to put the Shares back
to the Company at a price equal to $6.50 per Share (the "Option Price"), payable
via cashiers check or wire transfer within five (5) days of the exercise of
Holder's Option hereunder. This Option and the Holder's rights hereunder are
secured by a pledge of 70,000 shares of common stock of the Company delivered to
and held by the Escrow Agent pursuant to an Escrow Agreement of even date
herewith. The Option and Holder's rights hereunder shall terminate 120 days
after the filing of a Form S-8 with the Securities and Exchange Commission to
register the Shares.
SECTION 2. Exercise Fee and Expenses. The Holders right to exercise the
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Option shall not be subject to a fee of any sort, and the Company agrees to
incur and pay any expenses related to the exercise of the Option and the payment
of the Option Price, including but not limited to transfer and legal fees.
SECTION 3 Vesting of the Option. The Holders right to exercise the
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Option shall vest immediately upon execution of this Agreement (the "Effective
Date").
SECTION 4 Exercise of the Option. Following the Effective Date,
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Holders shall have the right to exercise the Options in the following manner:
4.1 Holders shall deliver written notice to the Company as set forth
herein.
4.2 Holders shall, within five (5) days of giving notice to the Company,
deliver the Shares and fully executed and medallion guaranteed stock powers to
Edward Burnbaum, Esq., of Burnbaum, Novack and Crystal, LLP, 300 East 42nd
Street, 10th Floor, New York, NY 10017.
4.3 The Company shall, within five (5) business days of receiving notice,
deliver the Option Price to Edward Burnbaum, Esq. at the address set forth
herein.
4.4 Upon the receipt of the Shares (along with stock powers) and the Option
Price by Edward Burnbaum, Burnbaum shall deliver the Option Price to the
Holders. In the event the Option Price is not delivered to the Holders within
five (5) days of the Holders' delivery of the Shares to Mr. Burnbaum, then the
Company shall be deemed to be in default hereunder, and the Shares shall
immediately be returned to the Holders. Nothing herein shall limit the remedies
available to the Holders for breach of this Agreement.
SECTION 5. Mutilated or Missing Option Certificates. In case the
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original of this Agreement shall be mutilated, lost, stolen or destroyed, the
Company shall issue and deliver, in exchange and substitution for and upon
cancellation of this Agreement, a new Option of like tenor and representing an
equivalent right or interest.
SECTION 6. Reservation of Option Price. The Company will, at all
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times, maintain, reserve and keep available an amount of cash or other liquid
securities for the purpose of enabling it to satisfy its obligation to pay the
Option Price upon exercise of the Option.
SECTION 7. Non-Assignable Option Rights. Holder's Option granted under
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this Agreement is non-assignable by Holders or the Company.
SECTION 8. Consolidation, Merger or Sale of the Company. If the
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Company is a party to a consolidation, merger or transfer of assets which
reclassifies or changes its outstanding Common Stock, the successor corporation
(or corporation controlling the successor corporation or the Company, as the
case may be) shall by operation of law assume the Company's obligations under
this Agreement. In case at any time or from time to time after the Effective
Date the holders of the Common Stock of the Company shall have received, or, on
or after the record date fixed for the determination of eligible stockholders,
shall have become entitled to receive, without payment therefore, other or
additional stock or other securities or property (including cash) by way of
stock split, spinoff, reclassification, combination of shares or similar
corporate rearrangement (exclusive of any stock dividend of its or any
subsidiary's capital stock), then the Option Price shall be adjusted
proportionally.
SECTION 9. Notices to Company and Holder. All notices provided for in this
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Agreement shall be in writing signed by the party giving such notice, and
delivered personally or sent by overnight courier or messenger or sent by
registered or certified mail (air mail if overseas), return receipt requested,
or by telex, facsimile transmission, telegram or similar means of communication.
Notices shall be deemed to have been received on the date of personal delivery,
telex, facsimile transmission, telegram or similar means of communication, or if
sent by overnight courier or messenger, shall be deemed to have been received on
the next delivery day after deposit with the courier or messenger, or if sent by
certified or registered mail, return receipt requested, shall be deemed to have
been received on the third business day after the date of mailing. Notices
shall be sent to the addresses set forth below:
If to the Company: WAMEX Holdings, Inc.
3040 Nostrand Avenue
Marine Park, NY 11229
Facsimile (____) __________________
Attn: Mitchell H. Cushing, CEO
If to the Holders: c/o Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
Facsimile (949) 719-1988
Attn: M. Richard Cutler
SECTION 10. Supplements and Amendments. This Agreement may only be
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amended with the express written consent of Holders and the Company.
SECTION 11. Successors. All the covenants and provisions of this
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Agreement by or for the benefit of the Company or Holders shall bind and inure
to the benefit of their respective successor and assigns hereunder.
SECTION 12. Counterparts. This Agreement may be executed in one or more
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counter parts, such that when integrated together they will form a binding
Agreement.
SECTION 13. Choice of Law and Venue. This Agreement and the rights
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of the parties hereunder shall be governed by and construed in accordance with
the laws of the State of California including all matters of construction,
validity, performance, and enforcement and without giving effect to the
principles of conflict of laws. Any action brought by any party hereto shall be
brought within the State of California, County of Orange.
SECTION 14. Jurisdiction. The parties submit to the jurisdiction of
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the Courts of the State of California or a Federal Court empaneled in the State
of California for the resolution of all legal disputes arising under the terms
of this Agreement, including, but not limited to, enforcement of any arbitration
award.
SECTION 15. Attorneys' Fees. Except as otherwise provided herein, if a
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dispute should arise between the parties including, but not limited to
arbitration, the prevailing party shall be reimbursed by the nonprevailing party
for all reasonable expenses incurred in resolving such dispute, including
reasonable attorneys' fees exclusive of such amount of attorneys' fees as shall
be a premium for result or for risk of loss under a contingency fee arrangement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the date and year first above written.
WAMEX Holdings, Inc.
/s/ Mitchell H. Cushing
______________________________
By: Mitchell H. Cushing
Its: Chief Executive Officer
/s/ M. Richard Cutler /s/ Brian A. Lebrecht
______________________________ ______________________________
M. Richard Cutler Brian A. Lebrecht
/s/ Vi Bui
______________________________
Vi Bui
Executed only to acknowledge the agreement of the Parties and the obligations
set forth in Section 4 hereof:
/s/ Edward Burnbaum
_______________________________
Edward Burnbaum