Exhibit 4.3
MARX TOYS & ENTERTAINMENT CORP.,
OPTION AGREEMENT
Option Agreement (this "AGREEMENT") made as of October 1, 2004 (the "GRANT
DATE"), between Marx Toys & Entertainment Corp., a Nevada Corporation with
offices located at 101 South 15th Street, Sebring, OH 44672 (the "COMPANY"), and
Edward T. Whelan, Individually. ("GRANTEE"),
1. Grant of Option. In consideration of Grantee's willingness to enter into a
Business Consulting Agreement with the Company, the Company hereby grants to
Grantee, as of the Grant Date, a qualified stock option to purchase an aggregate
of 10,000,000 shares (the "Option Shares") of common stock of the Company, par
$0.0001 per share (the "Company Stock") shares at the following prices:
5,000,000 shares at $0.005, 1,000,000 shares at $0.01, 1,000,000 shares at
$0.015, 1,000,000 shares at $0.02, 1,000,000 shares at $0.025, and 1,000,000
shares at $0.03 the shares shall be issued pursuant to a registration statement
or exemption and be freely tradable. (the "OPTION") subject to adjustment and
the other terms and conditions set forth herein.
2. Exercise of Option.
(a) General. The Option may be exercised by written notice to the
Company at any time and from time to time after the Grant Date; provided,
however, such Option shall not be exercisable for more than the number of
shares, which are vested at the time of exercise.
(b) Vesting. This Option shall vest with respect to 100% of the
Option Shares as of the Grant Date.
(c) Expiration of Option. This Option shall not be exercisable after
the expiration of the consulting agreement dated October 1, 2004 or April 15,
2005 (the "Termination Date").
3. Exercise of Option and Conditions to Exercise. This Option may not be
exercised by Grantee unless the following conditions are met.
(a) Notice. This Option shall be exercised by delivering written
notice to the Company's principal office to the attention of its Secretary. Such
notice shall specify the number of shares of Company Stock with respect to which
the Option is being exercised and shall be signed by Grantee. This Option may
not be exercised for a fraction of a share of Company Stock;
(b) Securities Requirements. Legal counsel for the Company must be
satisfied at the time of exercise that the issuance of Option Shares upon
exercise will be in compliance with the Securities Act of 1933, as amended (the
"SECURITIES ACT") and applicable United States federal, state, local and foreign
laws; and
(c) Payment of Exercise Price. Grantee must pay at the time of
exercise the full purchase price for the shares of Company Stock being acquired
hereunder in the form of a note, cash, by certified check, bank cashier's check,
or wire transfer.
4. Transferability. This Option may be sold, assigned, transferred, pledged,
hypothecated by Grantee, in which case, such transferee shall succeed to the
rights and obligations of Grantee hereunder and is exercisable during the term
of this option. The applicable requirements of Section 3 above must be satisfied
in full at the time of any exercise.
5. No Rights as Stockholder. Unless and until a certificate or certificates
representing the shares of Company Stock shall have been issued to Grantee (or
any person acting under Section 4 above) pursuant to an exercise hereunder,
Grantee shall not be or have any of the rights or privileges of a stockholder of
the Company with respect to shares of Company Stock acquirable upon exercise of
the Option.
6. Notices. Any notice hereunder to the Company shall be addressed to the
Company, Marx Toys & Entertainment Corp., 101 South 15th Street, Sebring, OH
44672 Attention: Mr. Robert Bambery, President, and any notice hereunder to
Grantee shall be addressed to Grantee at Grantee's last address on the records
of the Company, subject to the right of either party to designate at any time
hereafter in writing some other address. Any notice shall be deemed to have been
duly given when delivered personally, one day following dispatch if sent by
reputable overnight courier, fees prepaid, or three days following mailing if
sent by registered mail, return receipt requested, postage prepaid and addressed
as set forth above.
7. Binding Effect. This Agreement shall be binding upon and inure to the benefit
of any successors to the Company and all persons lawfully claiming under
Grantee.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without giving effect to the
conflicts of law principles thereof or actual domicile of the parties.
9. Counterparts. This Agreement may be executed in counterparts, each of who
shall be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and Grantee have executed this Agreement as of
the date first above written.
MARX TOYS & ENTERTAINMENT CORP.
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MR. ROBERT BAMBERY, PRESIDENT
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BY: EDWARD T. WHELAN, PERSONALLY
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