Published on November 14, 2007
STOCK
OPTION AGREEMENT
THIS
STOCK OPTION AGREEMENT (“Agreement”) is made by and between LIXTE BIOTECHNOLOGY
HOLDINGS, INC, a Delaware corporation (the “Company”), and GIL
SCHWARTZBERG
(the
“Optionee”).
WHEREAS,
Concurrently herewith, Optionee has entered into a Consulting Agreement with
the
Company (the “Consulting Agreement”).
NOW,
THEREFORE, in consideration of the mutual benefit to be derived herefrom
and
pursuant to the Consulting Agreement, the Company and Optionee agree as
follows:
1. Grant
of Option.
The
Company hereby grants to Optionee the right, privilege and option (“Option”) to
purchase 1,000,000 shares of its common stock (“Stock”) at an exercise price of
$1.00 per share, in the manner and subject to the conditions provided
hereinafter.
2. Vesting
and Exercise of Option.
The
Optionee shall be vested in 50% of the total number of shares subject to
the
Option as of the date of this Agreement; and the remaining shares subject
to the
Option shall vest on the first anniversary on the date of this Agreement.
Any
exercise may be with respect to any part or all of the shares then vested
and
exercisable pursuant to such Option.
3. Termination
of Option.
Except
as otherwise provided in this Agreement, to the extent not previously exercised,
the Option shall terminate upon the first to occur of any of the following
events:
a. Four
years from the date of the vesting of a particular tranche
hereunder;
b. the
date
the Consulting Agreement is terminated; or
c. the
breach by Optionee of any provision of this Agreement.
4. Method
of Exercise.
An
Option shall be exercised by written notice to the Company by the Optionee
(or
successor in the event of death). Such written notice shall state the number
of
shares with respect to which the Option is being exercised and designate
a time,
during normal business hours of the Company, for the delivery thereof ("Exercise
Date"), which time shall be at least ten days after the giving of such notice
unless an earlier date shall have been mutually agreed upon. At the time
specified in the written notice, the Company shall deliver to the Optionee
at
the principal office of the Company, or such other appropriate place as may
be
determined by the Board, a certificate or certificates for such shares.
Notwithstanding the foregoing, the Company may postpone delivery of any
certificate or certificates after notice of exercise for such reasonable
period
as may be required to comply with any applicable listing requirements of
any
securities exchange. In the event an Option shall be exercisable by any person
other than the Optionee, the required notice under this Section shall be
accompanied by appropriate proof of the right of such person to exercise
the
option. The option exercise price shall be payable in full on or before the
option Exercise Date by full payment in cash or certified bank or cashier's
check.
5. Restrictions
on Exercise and Delivery.
The
exercise of each Option shall be subject to the condition that, if at any
time
the Board shall determine, in its sole and absolute discretion,
a. the
satisfaction of any withholding tax or other withholding liabilities, is
necessary or desirable as a condition of, or in connection with, such exercise
or the delivery or purchase of Stock pursuant thereto,
b. the
listing, registration, or qualification of any shares deliverable upon such
exercise is desirable or necessary, under any state or federal law, as a
condition of, or in connection with, such exercise or the delivery or purchase
of shares pursuant thereto, or
c. the
consent or approval of any regulatory body is necessary or desirable as a
condition of, or in connection with, such exercise or the delivery or purchase
of shares pursuant thereto,
then
in
any such event, such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Board.
Optionee shall execute such documents and take such other actions as are
required by the Board to enable it to effect or obtain such withholding,
listing, registration, qualification, consent or approval. Neither the Company
nor any officer or member of the Board or the Committee, shall have any
liability with respect to the non-issuance or failure to sell shares as the
result of any suspensions of exercisability imposed pursuant to this
Section.
6. Nonassignability.
Options
may not be sold, pledged, assigned or transferred in any manner other than
by
will or by the laws of intestate succession, and may be exercised during
the
lifetime of Optionee only by Optionee. Any transfer by Optionee of any Option
granted under this Agreement shall void such Option and the Company shall
have
no further obligation with respect to such Option. No Option shall be pledged
or
hypothecated in any way, nor shall any Option be subject to execution,
attachment or similar process.
7. Restrictive
Legends.
Each
certificate evidencing the shares acquired upon exercise of an Option hereunder,
including any certificate issued to any transferee thereof, shall be imprinted
with appropriate legends.
8. Rights
as Shareholder.
Neither
Optionee nor his executor, administrator, heirs or legatees, shall be, or
have
any rights or privileges of a shareholder of the Company in respect of the
Stock
unless and until certificates representing such Stock shall have been issued
in
Optionee’s name.
9. Notices.
Any
notice to be given under the terms of this Agreement shall be addressed to
the
Company in care of its Secretary at its principal office, and any notice
to be
given to Optionee shall be addressed to such Optionee at the address maintained
by the Company for such person or at such other address as the Optionee may
specify in writing to the Company.
10. Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of Optionee, his
heirs
and successors, and of the Company, its successors and assigns.
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11. Governing
Law.
This
Agreement shall be governed by the laws of the State of Delaware.
IN
WITNESS WHEREOF, this Agreement is effective as of, and the date of grant
shall
be September 12, 2007.
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LIXTE
BIOTECHNOLOGY HOLDINGS, INC
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By:_________________________________
Name: John
S. Kovach
Title: President
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OPTIONEE
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____________________________________
Gil Schwartzberg |
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