Republic of the Marshall Islands
|
1041
|
Not applicable
|
(State or
|
(Primary Standard Industrial
|
(IRS Employer Identification
|
Jurisdiction of Incorporation or
|
Classification Code Number)
|
Number)
|
Organization)
|
Title of each class
of securities to be registered |
Amount
to be
registered
|
Proposed
maximum offering price per share(1) |
Proposed
maximum aggregate offering price |
Amount of
registration fee |
|||
Common Stock, par value $0.001 per share (2)
|
1,000,000 (2)
|
|
$_______
|
$__________
|
$____________
|
PRELIMINARY PROSPECTUS
|
|
SUBJECT TO COMPLETION
|
|
DATED , 2016
|
1,000,000 Shares
Jupiter Gold Corporation
Common Stock
|
Section Title
|
Page
|
About This Prospectus
|
4
|
Note Regarding Forward Looking Statements
|
4
|
Prospectus Summary
|
4
|
Summary of the Offering
|
9
|
Risk Factors
|
10
|
Use of Proceeds
|
19
|
Determination of Offering Price
|
19
|
Dividend Policy
|
19
|
Dilution
|
20
|
Capitalization
|
20
|
Management's Discussion and Analysis of Financial Condition, Plan of Operations and Results of Operations
|
21
|
Industry Outlook
|
24
|
Business
|
25
|
Management
|
49
|
Consultants | 51 |
Common Stock Ownership of Certain Beneficial Owners and Management
|
52
|
Plan of Distribution
|
54
|
Certain Relationships and Related Transactions
|
57
|
Description of Capital Stock
|
59
|
Other Considerations
|
59
|
Shares Eligible for Future Sale
|
63
|
Legal Matters
|
64
|
Experts
|
64
|
Service of Process and Enforcement of Judgments
|
64
|
Available Information
|
F-1
|
Financial Statements |
· | to secure permanent capital to grow; and |
· |
to permit us to use publicly traded securities to finance our growth.
|
|
|
Common stock
being offered
|
1,000,000 shares of common stock ("Shares"):
|
This Offering will close on the earlier of the sale of all of the shares offered or 180 days after the date of the prospectus, unless extended by our Board of Directors for up to an additional 180 days.
|
|
|
|
Price per share
|
The Company is offering the shares at a fixed price of $___ per share.
|
|
|
Common stock
issued and
outstanding
|
4,000,000 shares of common stock are issued and outstanding before the Offering and 5,000,000 shares will be outstanding after the Offering assuming all of the shares offered by the Company are sold. However, if only 75%, 50%, or 25% of the shares being offered by the Company are sold, there will be 4,750,000, 4,500,000 or 4,250,000 shares outstanding, respectively.
|
|
|
Offering
proceeds
|
$_____ assuming 100% of the shares being offered by the Company are sold. However, if only 75%, 50%, or 25% of the shares being offered by the Company are sold, the proceeds will be $____ , $____, or $___ respectively.
|
Registration costs
|
We estimate the total offering registration costs (including legal and accounting fees and transfer agent fees) to be approximately $____. The Company will be paying all such costs.
|
Risk factors
|
See the section entitled "Risk Factors" in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.
|
• | the absence of consistent administrative supervision of "bid" and "ask" quotations; |
• | lower trading volume; and |
• | market conditions. |
• | changes in the market valuations of other similarly situated companies providing similar services or serving similar markets; |
• | announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; |
• | adoption of new accounting standards affecting our industry; |
• | additions or departures of key personnel; |
• | introduction of new products or services by us or our competitors; |
• | sales of our shares or other securities in the open market; |
• | changes in financial estimates by securities analysts; |
• | conditions or trends in the market in which we operate; |
• | changes in our earnings estimates and recommendations by financial analysts; |
• | our failure to meet financial analysts' performance expectations; and |
• | other events or factors, many of which are beyond our control. |
· | the global price for gold; |
· | costs related to our local operations; |
· | the Brazilian real – US dollar exchange rate; |
· | weather; |
· | the rate of our growth; |
· | research results related to any of our mineral rights; |
· | new mining, environmental, and/or tax regulations in Brazil; and |
· | fluctuations in economic, political, and market conditions. |
Estimated Amount
|
100%
(app. $____)
|
75%
(app. $____)
|
50%
(app. $____)
|
25%
(app. $____)
|
|||||||
Purchase of an additional GRU
|
$
|
25,000
|
Yes
|
Yes
|
Yes
|
Yes
|
|||||
Initial research of DNPM 831.883/2016
|
$
|
100,000
|
Yes
|
Yes
|
Yes
|
Yes
|
|||||
Initial research of DNPM 860.802/2016
|
$
|
100,000
|
Yes
|
Yes
|
Yes
|
No
|
|||||
Initial research of DNPM 831.942/2016
|
$
|
100,000
|
Yes
|
Yes
|
No
|
No
|
|||||
Second phase research of DNPM 831.883/2016
|
$
|
100,000
|
Yes
|
No
|
No
|
No
|
|||||
Working capital
|
$825,000
|
$612,500
|
$400,000
|
$187,500
|
a)
|
An acquisition of one or more mineral right(s), mining equipment and/or operations, for gold or primarily for gold, becomes available to the Company on attractive terms;
|
b)
|
The Board determines that expenditures to fund investor relations and further capital raising are necessary,
|
Initial public offering price per share of common stock
|
$___
|
Net tangible book value per share before giving effect to the Offering
|
$___
|
Increase in net tangible book value per share attributable to the sale of common stock in the Offering
|
$___
|
Net tangible book value per share after giving effect to the Offering
|
$___
|
Dilution in net tangible book value per share to new investors
|
$___
|
Outstanding
Shares as of
August 31,
|
Assuming Sale
by Us of
250,000
|
Assuming Sale
by Us of
500,000
|
Assuming Sale
by Us of
750,000
|
Assuming Sale
by Us of
1,000,000
|
||||||||||||||||
Classes of Stock
|
2016
|
Shares
|
Shares
|
Shares
|
Shares
|
|||||||||||||||
Common Stock
|
$
|
4,000
|
$
|
___
|
$
|
___
|
$
|
___
|
$
|
___
|
||||||||||
Preferred Stock
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Debt (*)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
A. |
Assuming we raise 100% of the Offering
|
B. |
Assuming we raise only 75% of the Offering
|
C. |
Assuming we raise only 50% of the Offering
|
D. |
Assuming we raise only 25% of the Offering
|
E. |
Assuming we raise less than 25% of the Offering
|
I. | Our Gold Retrieval Units (GRUs) |
II. | Our Gold Properties |
III. | Other Considerations About Our Business |
IV. | Regulatory Information |
· | No use of chemicals (such as cyanide and mercury) |
· | Low maintenance and low energy consumption |
· | Recovery of gold in a wide particle size range |
· | Simple installation and operation, with excellent mobility |
· | For these characteristics, it is standard equipment widely used from small to large gold mining operations. |
Year
|
Gold Production (oz)
|
1967
|
367.55
|
1968
|
688.90
|
1969
|
779.03
|
1970
|
1,080.69
|
1971
|
1,616.36
|
1972
|
1,360.31
|
1973
|
2,395.70
|
1974
|
1,297.45
|
1975
|
2,052.84
|
1976
|
3,405.88
|
1977
|
2,147.34
|
1978
|
5,624.75
|
1979
|
4,783.33
|
1980
|
8,757.43
|
1981
|
5,605.70
|
1982
|
5,811.98
|
1983
|
5,067.03
|
Total
|
52,842.26
|
Latitude
|
Longitude
|
-17°15'01''463
|
-46°50'53''207
|
-17°15'56''063
|
-46°50'53''207
|
-17°15'56''063
|
-46°51'13''542
|
-17°15'56''560
|
-46°51'13''542
|
-17°15'56''560
|
-46°51'47''557
|
-17°15'56''065
|
-46°51'47''557
|
-17°15'56''034
|
-46°51'47''557
|
-17°15'56''034
|
-46°51'50''753
|
-17°14'56''524
|
-46°51'50''753
|
-17°14'56''524
|
-46°50'53''207
|
-17°15'01''463
|
-46°50'53''207
|
a)
|
the presence of the giant "Morro do Ouro" gold deposit only 4 miles upstream along the Rico Creek, associated with the detection, using remote sensing, of significant presence of alluvial sediments, possibly mineralized; and
|
b)
|
historical production reports, by artisanal miners exploring downstream areas, mention a production of up to 4,000 ounces of gold per annum.
|
a)
|
the absence of records indicating that mining has ever occurred there;
|
b)
|
the position of the area, upstream in relation to these alluvial mining sites and therefore closer to the source of gold; and
|
c)
|
the presence of alluvial terraces, which indicate that gold may have accumulated there, after erosion of the Morro do Ouro deposit.
|
Latitude
|
Longitude
|
-14°17'33''849
|
-49°52'32''642
|
-14°17'49''893
|
-49°52'32''642
|
-14°17'49''893
|
-49°52'32''633
|
-14°17'49''894
|
-49°52'32''633
|
-14°17'49''894
|
-49°51'50''935
|
-14°18'54''969
|
-49°51'50''935
|
-14°18'54''969
|
-49°50'44''160
|
-14°18'33''817
|
-49°50'44''160
|
-14°18'33''817
|
-49°50'19''172
|
-14°17'58''023
|
-49°50'19''172
|
-14°17'58''023
|
-49°49'54''151
|
-14°17'36''871
|
-49°49'54''151
|
-14°17'36''871
|
-49°49'37''472
|
-14°20'08''484
|
-49°49'37''472
|
-14°20'08''484
|
-49°52'32''711
|
-14°18'49''229
|
-49°52'32''711
|
-14°18'49''229
|
-49°53'09''593
|
-14°17'33''849
|
-49°53'09''593
|
-14°17'33''849
|
-49°52'32''642
|
Latitude
|
Longitude
|
-19°46'15''600
|
-42°49'22''800
|
-19°46'55''200
|
-42°49'22''800
|
-19°46'55''200
|
-42°48'21''600
|
-19°49'19''200
|
-42°48'21''600
|
-19°49'19''200
|
-42°49'22''800
|
-19°49'40''800
|
-42°49'22''800
|
-19°49'40''800
|
-42°50'02''400
|
-19°49'01''200
|
-42°50'02''400
|
-19°49'01''200
|
-42°50'27''600
|
-19°46'15''600
|
-42°50'27''600
|
-19°46'15''600
|
-42°49'22''800
|
Latitude
|
Longitude
|
-07°03'21''278
|
-60°05'58''879
|
-07°08'14''679
|
-60°05'58''879
|
-07°08'14''679
|
-60°11'36''022
|
-07°03'18''797
|
-60°11'36''022
|
-07°03'18''797
|
-60°11'34''391
|
-07°03'21''278
|
-60°11'34''391
|
-07°03'21''278
|
-60°05'58''879
|
Latitude
|
Longitude
|
-07°03'21''278
|
-60°05'58''879
|
-07°03'21''278
|
-60°11'34''391
|
-07°03'18''797
|
-60°11'34''391
|
-07°03'10''357
|
-60°11'34''391
|
-07°03'10''357
|
-60°11'33''931
|
-06°58'25''526
|
-60°11'33''931
|
-06°58'25''526
|
-60°05'57''149
|
-07°03'21''278
|
-60°05'57''149
|
-07°03'21''278
|
-60°05'58''879
|
Latitude
|
Longitude
|
-07°03'07''637
|
-60°16'56''443
|
-07°03'10''357
|
-60°16'56''443
|
-07°03'10''357
|
-60°11'36''021
|
-07°03'18''797
|
-60°11'36''021
|
-07°08'14''679
|
-60°11'36''021
|
-07°08'17''489
|
-60°11'36''021
|
-07°08'17''489
|
-60°16'58''594
|
-07°03'07''637
|
-60°16'58''594
|
-07°03'07''637
|
-60°16'56''443
|
Name
|
|
Age
|
|
Position
|
Marc Fogassa
|
|
49
|
|
Director, Chairman, Chief Executive Officer, Chief Financial Officer and Prinpal Accounting Officer
|
Paul Durand
|
|
75
|
|
Director and Secretary
|
Christopher Westdal
|
69 | Director and Vice-President |
· | had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time, |
· | been convicted in a criminal proceeding and is not subject to a pending criminal proceeding, |
· | been subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently, or temporarily enjoining, barring, suspending, or otherwise limiting his involvement in any type of business, securities, futures, commodities, or banking activities; or |
· | been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission, or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated |
Name and Address of Shareholder
|
Number of
Common Shares
Beneficially
Owned
|
Percentage
of
Common Shares Beneficially
Owned
|
Voting Percentage (5)
|
||||||||||
Brazil Minerals, Inc.
|
2,362,789
|
59.07
|
%
|
28.94%
|
|||||||||
Michael S. Nazari
|
278,916
|
(1
|
)
|
6.97
|
%
|
3.42%
|
|||||||
Benjamin Khowong
|
267,500
|
6.69
|
%
|
3.28%
|
|||||||||
Marc Fogassa
|
3,072,585
|
(2
|
)
|
72.30
|
%
|
86.43%
|
|||||||
Paul Durand
|
32,500
|
(3
|
)
|
*
|
%
|
*%
|
|||||||
Christopher Westdal
|
12,500
|
(4
|
)
|
*
|
%
|
*%
|
|||||||
All directors and executive officers (3 persons)
|
3,117,585
|
(2
|
)(3)(4)
|
72.50
|
%
|
86.53%
|
(1) |
Mr. Nazari is the trustee of both The Nazari/Singley Family Trust U/T/A Dated May 23, 1995 (which owns of record 172,583 shares) and The Nazari & Associates International Group, Inc. Defined Benefit Plan (which owns of record 106,333 shares) and may be deemed to be the beneficial owner of all of such shares.
|
(2) |
Includes 459,796 shares of our common stock owned by Mr. Fogassa. Also includes 150,000 shares of common stock issuable upon exercise of currently exercisable five-year options to purchase such shares at an exercise price of $1.00 per share. Also includes 100,000 shares of common stock issuable upon exercise of currently exercisable five-year options to purchase such shares at an exercise price of $1.25 per share. Also includes all 2,362,789 shares of common stock owned by Brazil Minerals, Inc., of which company Mr. Fogassa is the Chief Executive Officer and Chairman and has voting control. Mr, Fogassa also owns the only outstanding share of Series A Convertible Preferred Stock of the Company ("Series A Stock"). The Certificate of Designations, Preferences and Rights of our Series A Stock provides that for so long as Series A Stock is issued and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of our Common Stock, with the holders of Series A Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Series A Stock then outstanding, and the holders of Common Stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. Therefore, so long as he holds the only outstanding shares of Series A Stock, Mr. Fogassa will have effective voting control on all matters requiring a stockholder vote.
|
(3) |
Includes 20,000 shares of common stock issuable to Ambassador Durand upon exercise of currently exercisable five-year options to purchase such shares at an exercise price of $1.25 per share. Also includes 12,500 shares of common stock issuable to Ambassador Durand upon exercise of currently exercisable five-year options to purchase such shares at an exercise price of $1.00 per share.
|
(4) |
Includes 12,500 shares of common stock issuable to Ambassador Westdal upon exercise of currently exercisable five-year options to purchase such shares at an exercise price of $1.00 per share.
|
(5) |
The Voting Percentage column states the voting power of the common stock beneficially owned by the shareholder assuming that 100% of the holders of both the common and preferred stock vote together. See footnote (2) above for information concerning the holder and voting power of our outstanding preferred stock.
|
· | Tax on Credit, Exchange, Insurance and Securities Transactions (IOF): the IOF is imposed on foreign currency exchange transactions, among other transactions. Currently, however, a zero rate applies to most cases |
· | Other Brazilian taxes: Brazil charge taxes over company's gross turn-over, sale of goods, manufacturing of goods, services, property, transfer of property, transportation, importation, exportation, among other activities. |
· | 1% of the number of shares of common stock then outstanding; or |
· | the average weekly trading volume of the common stock during the four calendar weeks preceding the filing with the SEC of a notice on the SEC's Form 144 with respect to such sale. |
Exhibit Number
|
|
Description of Exhibit
|
|
|
|
1.1
|
|
Articles of Incorporation of the Company.*
|
|
|
|
1.2
|
|
Certificate of Incorporation of the Company.*
|
|
|
|
1.3
|
|
Bylaws of the Company.*
|
1.4
|
Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock.*
|
|
4.1
|
|
Specimen Certificate for Common Stock of the Company*
|
|
|
|
5.1
|
|
Opinion of ____________________ regarding the validity of the common stock.
|
10.1
|
|
Stock Purchase and Sale Agreement dated as of July 27, 2016 between Brazil Minerals, Inc. and the Company.*
|
10.2
|
|
Registration Rights Agreement dated as of July 27, 2016 between the Company and Brazil Minerals, Inc. *
|
10.3
|
|
Gold Retrieval Unit Deployment and Revenue Split Agreement dated as of July 27, 2016 between Brazil Minerals, Inc. and the Company.*
|
10.4
|
|
Service Agreement dated July 27, 2016 between Brazil Minerals, Inc. and the Company.*
|
10.5
|
|
Transfer Agent Agreement dated August 8, 2016 between the Company and West Coast Stock Transfer.*
|
10.6
|
|
Manufacture Agreement dated August 12, 2016 between the Company and José André Coimbra Sobrinho.*
|
10.7
|
|
Jupiter Gold Corporation 2016 Incentive Plan*
|
|
|
|
10.8
|
|
Employment Agreement, dated as of September 1, 2016 between the Company and Marc Fogassa.*
|
|
|
|
10.9
|
|
Director Agreement, dated as of September 1, 2016 between the Company and Paul Durand.*
|
|
|
|
10.10
|
|
Director Agreement, dated as of September 1, 2016 between the Company and Christopher Westdal.*
|
|
|
|
10.11
|
|
Director Agreement dated as of September 1, 2016 between the Company and Marc Fogassa.*
|
|
|
|
23.1
|
|
Consent of BF Borgers CPA PC*
|
|
|
|
23.2
|
|
Consent of ___contained in Exhibit 5.1
|
23.3 |
Consent of Jose Alencar Francescatto*
|
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
|
|
JUPITER GOLD CORPORATION
|
|
By:
|
/s/ Marc Fogassa
|
|
|
Marc Fogassa
Chief Executive Officer (Principal Executive Officer) |
Signature
|
Title
|
Date
|
/s/ Marc Fogassa
Marc Fogassa
|
Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Chairman
|
November 22, 2016
|
/s/ Paul Durand
Paul Durand
|
Director
|
November 22, 2016
|
/s/ Christopher Westdal
Christopher Westdal
|
Director
|
November 22, 2016
|
|
August 31, 2016
|
|||
ASSETS
|
||||
Current Assets
|
||||
Cash
|
$
|
3,086
|
||
Related Party Receivable
|
4,000
|
|||
Total Current Assets
|
7,086
|
|||
Property, Plant and Equipment
|
7,098
|
|||
Intangible Assets
|
2,114
|
|||
Total Assets
|
$
|
16,298
|
||
|
||||
LIABILITIES AND EQUITY
|
||||
Liabilities
|
||||
Current Liabilities
|
||||
Accounts Payable
|
$
|
10,060
|
||
Due to Related Parties
|
5,024
|
|||
Total Current Liabilities
|
15,084
|
|||
Total Liabilities
|
15,084
|
|||
|
||||
Commitments and Contingencies
|
–
|
|||
|
||||
Stockholders' Deficit
|
||||
Common stock, par value $0.001, 40,000,000 common shares authorized, 4,000,000 shares issued and outstanding as of August 31, 2016
|
4,000
|
|||
Preferred stock, par value $0.001, 10,000,000 preferred shares authorized, 1 share issued and outstanding as of August 31, 2016
|
–
|
|||
Additional paid-in capital
|
3,263
|
|||
Accumulated other comprehensive income or loss
|
–
|
|||
Accumulated deficit
|
(6,049
|
)
|
||
Total Stockholders' (Deficit) Equity
|
1,214
|
|||
Total Liabilities and Stockholders' Deficit
|
$
|
16,298
|
|
For the period
July 27, 2016 (inception) through August 31, 2016 |
|||
|
||||
Revenues
|
$
|
–
|
||
|
||||
Costs of Goods Sold:
|
||||
Production Expenses
|
–
|
|||
Total Cost of Goods Sold
|
–
|
|||
|
||||
Gross Loss
|
–
|
|||
|
||||
Operating Expenses:
|
||||
Professional Fees
|
2,283
|
|||
General and Administrative Expenses
|
30
|
|||
Total Operating Expenses
|
2,313
|
|||
|
||||
Loss from Operations
|
(2,313
|
)
|
||
|
||||
Other Income (Expense)
|
||||
Related Party Fees
|
(3,736
|
)
|
||
|
||||
Loss Before Provision for Income Taxes
|
(6,049
|
)
|
||
|
||||
Provision for Corporate Income Taxes
|
–
|
|||
|
||||
Net Loss
|
$
|
(6,049
|
)
|
|
|
||||
Net Loss per Share: Basic
|
$
|
0.00
|
||
Net Loss per Share: Diluted
|
$
|
0.00
|
||
Weighted Average Number of Shares Outstanding: Basic
|
4,000,000
|
|||
Weighted Average Number of Shares Outstanding: Diluted
|
4,000,000
|
|
For the period
July 27, 2016 (inception) through August 31, 2016
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||
Net Loss
|
$
|
(6,049
|
)
|
|
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
|
||||
Change in Assets and Liabilities:
|
||||
Accounts Payable
|
198
|
|||
Due to Related Parties
|
5,851
|
|||
Net cash used in Operating Activities
|
–
|
|||
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||
Net Cash Used in Investing Activities
|
–
|
|||
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||
Net Cash Provided by Financing Activities
|
–
|
|||
|
||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
–
|
|||
|
||||
Cash and Cash Equivalents, beginning of period
|
$
|
3,086
|
||
|
||||
Cash and Cash equivalents, end of period
|
$
|
3,086
|
||
|
||||
Supplemental Cash Flow Information
|
||||
Debt Related to the Construction of Gold-Recovery Plant
|
$
|
7,098
|
a)
|
"Person" means an individual, partnership, corporation (including, without limitation, a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof;
|
b)
|
"Voting Power" means, with respect to a class or series of capital stock or classes of capital stock, as the context may require, the aggregate number of votes that the holder(s) of such class or series of capital stock or classes of capital stock, or any relevant portion thereof, entitled to vote at a meeting of shareholders, as the context may require, have; and
|
c)
|
"Voting Shares" means, with respect to any corporation, shares of any class or series of capital stock entitled to vote in connection with the election of directors and/or all other matters submitted to a vote and, with respect to any entity that is not a corporation, any equity interest entitled to vote in connection with the election of the directors or other governing body of such entity and/or all other matters submitted to avote.
|
a) | The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived by all shareholders, at the close of business on the day next preceding the day on which the meeting is held. |
b) | The record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation. |
c) | The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. |
(a) | That it would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or |
(b) | That it would be inconsistent with any condition expressly imposed by a court m approving a settlement. |
1.
|
The foregoing recitals are adopted and incorporated herein by reference.
|
2.
|
Hercules hereby transfers the 99.99% equity interest in MJL to Brazil Minerals and immediately thereafter Brazil Minerals hereby sells to Jupiter Gold and Jupiter Gold hereby purchases from Brazil Minerals, such 99.99% equity interest. Brazil Minerals and Hercules shall cause these transfers to be effected on MJL's books and records as maintained in Brazil with various governmental authorities as soon as practicable. In addition, Brazil Minerals is simultaneously with the execution hereof also paying to Jupiter Gold the sum of $4,000, equal to the par value of the 4,000,000 Jupiter Gold common shares it receives in this transaction as set forth in Section 3.
|
3.
|
In return for the acquisition of the 99.99% equity interest in MJL, and $4,000 in cash, Jupiter Gold shall (a) issue 4,000,000 of its common shares to Brazil Minerals, without any encumbrances and (b) simultaneously herewith enter into a Registration Rights Agreement with Brazil Minerals with respect to such shares in the form attached hereto as Annex I.
|
4.
|
Jupiter Gold will cause MJL to expeditiously transfer the ownership of the Two Manganese Claims to a company to be designated by Brazil Minerals.
|
5.
|
Jupiter Gold agrees that any mineral project in which MJL is involved with, and that accrues any revenues or dividends (in cash, stock, or otherwise), shall be subject to a ten percent (10%) annual royalty stream ("Royalty Stream") due to Brazil Minerals. The Royalty Stream is calculated on the amounts actually received by MJL and/or Jupiter Gold, and shall be paid within thirty (30) days of any such receipt.
|
6.
|
This Stock Agreement may only be amended by a written instrument executed by both Jupiter Gold and Brazil Minerals.
|
7.
|
This Stock Agreement is to be interpreted according to the laws of the Marshall Islands, and any dispute arising from such shall be exclusively brought in the courts in the Marshall Islands, the jurisdiction of which both Jupiter Gold and Brazil Minerals agree.
|
8.
|
This Stock Agreement may be executed in two identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one (1) agreement.
|
JUPITER GOLD CORPORATION
|
|||
By: /s/ Marc Fogassa
|
|||
Name: Marc Fogassa
|
|||
Title: CEO
|
|||
Acknowledgment:
|
/s/ Paul Durand
|
||
Paul Durand
|
|||
Secretary
|
|||
Jupiter Gold Corporation
|
|||
BRAZIL MINERALS, INC.
|
|||
By: /s/ Marc Fogassa
|
|||
Name: Marc Fogassa
|
|||
Title: CEO
|
|||
Acknowledgment:
|
/s/ Roger Noriega
|
||
Roger Noriega
|
|||
Director
|
|||
Brazil Minerals, Inc.
|
|||
HERCULES RESOURCES CORPORATION.
|
|||
By: /s/ Marc Fogassa
|
|||
Name: Marc Fogassa
|
|||
Title: CEO
|
|||
Acknowledgment:
|
/s/ Roger Noriega
|
||
Roger Noriega
|
|||
Director
|
|||
Hercules Resources Corporation
|
1.
|
Piggyback Registration Rights.
|
2.
|
Holdback Agreements.
|
JUPITER GOLD CORPORATION
|
|||
By: /s/ Marc Fogassa
|
|||
Name: Marc Fogassa
|
|||
Title: CEO
|
|||
Acknowledgment:
|
/s/ Paul Durand
|
||
Paul Durand
|
|||
Secretary and Director
|
|||
Jupiter Gold Corporation
|
|||
BRAZIL MINERALS, INC.
|
|||
By: /s/ Marc Fogassa
|
|||
Name: Marc Fogassa
|
|||
Title: CEO
|
|||
Acknowledgment:
|
/s/ Roger Noriega
|
||
Roger Noriega
|
|||
Director
|
|||
Brazil Minerals, Inc.
|
1. | The foregoing recitals are adopted and incorporated herein by reference. |
2. | Brazil Minerals shall periodically present to Jupiter Gold a list of its available Gold Rights which meet the necessary Brazilian mining and environmental regulations for mining of gold, and for which Brazil Minerals has the necessary operational infrastructure (the "Permissible Gold Rights"). |
3. | Jupiter Gold shall periodically choose from the Permissible Gold Rights, the one or more areas in which to place one or more GRUs. |
4. | Jupiter Gold may periodically request that one or more GRUs be moved from a Permissible Gold Right to another. Brazil Minerals shall use its best efforts to comply with each such request within 30 days thereafter. |
5. | Brazil Minerals will solely operate all of GRUs placed with Brazil Minerals, and will use its best efforts so as to not cause any damage to such GRUs, except for normal wear and tear. Brazil Minerals shall be responsible to Jupiter Gold for any damage to the GRUs, except for normal wear and tear. |
6. | All revenues derived from the sale of gold obtained by the operation of GRUs shall be promptly split 50% to Jupiter Gold and 50% to Brazil Minerals. |
7. | This GRU Agreement may be terminated by either Jupiter Gold upon 30 (thirty) days' advance written notice, or by Brazil Minerals effective immediately upon written notice if and when Brazil Minerals does not control any Permissible Gold Rights. |
8. | This GRU Agreement may only be amended by a written instrument executed by both Jupiter Gold and Brazil Minerals. |
9. | This GRU Agreement is to be interpreted according to the laws of the Marshall Islands, and any dispute arising from such shall be exclusively brought in the courts in the Marshall Islands, the jurisdiction of which both Jupiter Gold and Brazil Minerals agree. |
10. | This GRU Agreement may be executed in two identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one (1) agreement. |
JUPITER GOLD CORPORATION
|
|||
By: /s/ Marc Fogassa
|
|||
Name: Marc Fogassa
|
|||
Title: CEO
|
|||
Acknowledgment:
|
/s/ Paul Durand
|
||
Paul Durand
|
|||
Secretary
|
|||
Jupiter Gold Corporation
|
|||
BRAZIL MINERALS, INC.
|
|||
By: /s/ Marc Fogassa
|
|||
Name: Marc Fogassa
|
|||
Title: CEO
|
|||
Acknowledgment:
|
/s/ Roger Noriega
|
||
Roger Noriega
|
|||
Director
|
|||
Brazil Minerals, Inc.
|
1. | The foregoing recitals are adopted and incorporated herein by reference. |
2. | Jupiter Gold shall use the Local Infrastructure in exchange for a payment of US$2,500 monthly to Brazil Minerals, plus reimbursement of all of Brazil Minerals' reasonable out of expenses related thereto. |
3. | Jupiter Gold may terminate this Service Agreement at any time upon 90 (ninety) days' advance notice to Brazil Minerals, or may terminate for cause (which for the purposes hereof shall mean the breach of this Service Agreement by Brazil Minerals, or the gross negligence or malfeasance of Brazil Minerals in the performance of this Service Agreement), at any time without the need for advance notice. |
4. | Brazil Minerals may terminate this Service Agreement at any time upon 90 (ninety) days' advance notice to Jupiter Gold, or may terminate for lack of any or full payment without the need for advance notice if such non-payment is not cured within 30 days. |
5. | This Service Agreement may only be amended by a written instrument executed by both Jupiter Gold and Brazil Minerals. |
6. | This Service Agreement is to be interpreted according to the laws of the Marshall Islands, and any dispute arising from such shall be exclusively brought in the courts in the Marshall Islands, the jurisdiction of which both Jupiter Gold and Brazil Minerals agree. |
7. | This Service Agreement may be executed in two identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one (1) agreement. |
JUPITER GOLD CORPORATION
|
|||
By: /s/ Marc Fogassa
|
|||
Name: Marc Fogassa
|
|||
Title: CEO
|
|||
Acknowledgment:
|
/s/ Paul Durand
|
||
Paul Durand
|
|||
Secretary
|
|||
Jupiter Gold Corporation
|
|||
BRAZIL MINERALS, INC.
|
|||
By: /s/ Marc Fogassa
|
|||
Name: Marc Fogassa
|
|||
Title: CEO
|
|||
Acknowledgment:
|
/s/ Roger Noriega
|
||
Roger Noriega
|
|||
Director
|
|||
Brazil Minerals, Inc.
|
I. |
THE PARTIES
|
II. |
APPOINTMENT
|
III. |
EFFECTIVE TERM
|
IV. |
OBLIGATIONS OF COMPANY
|
A. |
Initial Preparation Documents
|
i. |
A copy of the Articles of Incorporation, including all amendments thereto; and a copy of the current company bylaws.
|
West Coast Stock Transfer Inc.
|
Transfer Agent Agreement
|
Company Initials /s/ MF
|
721 N. Vulcan Ave. Ste. 205
|
||
Encinitas, CA 92024
|
ii. |
A copy of the resolution of the Board of Directors of the Company identifying the officers who are authorized to execute this Agreement on behalf of the Company.
|
iii. |
A list of all officers, directors, or other persons authorized to provide instructions to the Agent on behalf of the Company.
|
iv. |
The names and specimen signatures of all officers who are, and have been, authorized to sign certificates or debt instruments on behalf of the Company.
|
v. |
A list of all shareholders, for all issued and/or outstanding securities for any class of securities the Company requests the Agent to maintain ownership records. The shareholder list must include the holder's full name; address; Tax ID Number or other government issued ID number; number of shares held; certificate numbers on outstanding physical certificates; the date of issuance; and whether the shares are free trading or restricted. The list should include designations for any shareholder considered an "affiliate" or "control" person as defined in the Securities Act of 1933.
|
vi. |
Specimens of outstanding certificates for all classes of securities of the Company. Additionally provide issuance resolutions approved by the authorized officers and/or directors.
|
vii. |
A list of all stopped certificates in which an adverse action has been, or is in the process of being, filed. Also include any court order provided by a court of competent jurisdiction.
|
viii. |
The name and contact information for the Company's legal counsel.
|
B. |
Ongoing Disclosure
|
C. |
Payment of Cash, Non‐Cash, and Maintenance Fees to Agent
|
i. |
Payment of Cash Fee to Agent. In consideration for the services to be rendered by Agent and described in Exhibit A and B of this Agreement together with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company shall compensate Agent a set‐up fee as detailed in the Exhibit A ("Cash Setup Fee"). The Cash Setup Fee shall be due and delivered to Agent upon execution of this Agreement. The Parties further agree that the Cash Setup Fee shall be deemed fully earned by Agent and non‐refundable upon execution of this Agreement.
|
ii. |
Payment of Non‐Cash Fee to Agent. In addition to payment of the Cash Setup Fee set forth in Section C(i) of this Agreement, the Company shall compensate Agent as described in Exhibit B ("Non‐Cash Fee") if applicable.
|
iii. |
Maintenance Fees. Monthly or Annual maintenance fees will begin the month immediately following the execution of this agreement and will be reoccurring each month thereafter.
|
iv. |
Regulatory Related Fees/Expenses. Company agrees to promptly reimburse Agent for any and all expenses resulting from the service upon agent of a subpoena by a Federal Agency, State Agency, any
|
West Coast Stock Transfer Inc.
|
Transfer Agent Agreement
|
Company Initials /s/ MF
|
721 N. Vulcan Ave. Ste. 205
|
||
Encinitas, CA 92024
|
D. |
Issuance, Transfer and Cancellation of Shares
|
E. |
Mutual Indemnity
|
West Coast Stock Transfer Inc.
|
Transfer Agent Agreement
|
Company Initials /s/ MF
|
721 N. Vulcan Ave. Ste. 205
|
||
Encinitas, CA 92024
|
F. |
Rights to Termination
|
V. |
OBLIGATIONS OF AGENT
|
West Coast Stock Transfer Inc.
|
Transfer Agent Agreement
|
Company Initials /s/ MF
|
721 N. Vulcan Ave. Ste. 205
|
||
Encinitas, CA 92024
|
A. |
Stock Issuances
|
i. |
A written request from the Company stating the name of the shareholder, address, Tax ID Number, number of shares issued, delivery instructions, and whether the shares are free trading, control, or restricted.
|
ii. |
An executed copy of the Board of Directors Issuance Resolution authorizing the stock issuance on behalf of the Company.
|
iii. |
At the discretion of the Agent, a legal opinion from an attorney appointed by the Company, or if deemed necessary, an attorney appointed by the Agent, approving the issuance of stock requested by the Company.
|
iv. |
At the discretion of the Agent, any other documentation deemed necessary.
|
v. |
Payment by the Company for Issuance Fees and Delivery Fees as described in the Fee Agreement.
|
B. |
Transfer of Shares
|
C. |
Records
|
D. |
Rights to Termination
|
West Coast Stock Transfer Inc.
|
Transfer Agent Agreement
|
Company Initials /s/ MF
|
721 N. Vulcan Ave. Ste. 205
|
||
Encinitas, CA 92024
|
VI. |
TRANSMISSION AND RECEIPT OF NOTICES
|
TO AGENT
|
TO COMPANY
|
West Coast Stock Transfer Corp.
|
Jupiter Gold Corporation
|
721 N. Vulcan Ave. Ste. 205
|
c/o Marc Fogassa
|
Encinitas, CA 92024
|
1443 E Washington Blvd, Ste 278
|
Telephone (619) 664‐4780
|
Pasadena, CA 91104
|
Facsimile (760) 452‐4423
|
Telephone: (213) 590-2500
|
With Copies to (optional):
|
|
Email: MARC@JUPITERGOLDCORP.COM
|
VII. |
MODIFICATION, WAIVER, AND AMENDMENTS
|
VIII. |
SEVERABILITY
|
West Coast Stock Transfer Inc.
|
Transfer Agent Agreement
|
Company Initials /s/ MF
|
721 N. Vulcan Ave. Ste. 205
|
||
Encinitas, CA 92024
|
IX. |
SUCCESSORS AND ASSIGNS
|
X. |
GOVERNING LAW AND JURISDICTION
|
XI. |
COUNTERPARTS
|
XII. |
INTEGRATION
|
XIII. |
RELIANCE
|
West Coast Stock Transfer Inc.
|
Transfer Agent Agreement
|
Company Initials /s/ MF
|
721 N. Vulcan Ave. Ste. 205
|
||
Encinitas, CA 92024
|
XIV. |
INTERPRETATION
|
West Coast Stock Transfer Inc.
|
Transfer Agent Agreement
|
Company Initials /s/ MF
|
721 N. Vulcan Ave. Ste. 205
|
||
Encinitas, CA 92024
|
West Coast Stock Transfer Inc.
|
Transfer Agent Agreement
|
Company Initials /s/ MF
|
721 N. Vulcan Ave. Ste. 205
|
||
Encinitas, CA 92024
|
□ |
Bill Annually (Default)
|
□ |
**Bill Quarterly
|
□ |
**Bill Monthly
|
PRESENTER TRANSFER FEES (Fees paid by Shareholders and Broker Dealers, on website)
REPORTS
|
|
SH LIST, CERT LIST, ETC.
|
No Charge
|
Audit Response Docs
|
No Charge
|
SHAREHOLDER MAILINGS
|
$1.00 per shareholder ($200 minimum)
|
Mailing Labels
|
$0.25 per label ($50 minimum)
|
Proxy Services
|
$1.00 per shareholder ($500.00 min.) plus delivery fees and printing costs
|
Printing Cost
|
$1.00 per document up to 10 pgs. B/W ($200.00 min.)
|
DELIVERY FEES
|
|
USPS Regular Mail
|
$2.00 US Destinations, $4.00 non-US Destinations
|
USPS Priority Mail Letter
|
$15.00 US Destinations, At cost (minimum $20.00) Outside US
|
FEDEX or UPS (US Destinations)
|
$30.00 US Destinations, At cost (minimum $50.00) Outside US
|
Return shipping provide
|
No charge
|
EDGAR FILING SERVICES
|
Separate Fee Schedule
|
EDGAR Normal Conversion
|
$8.00 per page XBRL 10-Q/20-F $750.00
|
EDGAR Revisions
|
$3.00 per page XBRL 10-K/40-F/S-1/8-K $1,000.00
|
EDGAR Hyperlink TOC
|
$50.00 XBRL Rush – same day $200.00
|
EDGAR Graphic Insert
|
$25.00 FORM ID $50.00
|
EDGAR Rush – same day service
|
$100.00 FORM D, 1-A $100.00
|
EDGAR Live Filing Fee
|
$50.00 FORM 3,4,5 $50.00
|
REGULATORY RELATED FEES/EXPENSES $100.00 per hour Agency time, all other related expenses at cost.
TERMINATION FEE
|
Within the first three(3) years |
The greater of $5.00 per shareholder or $2,000.00. After three (3) yearsThe greater of $5.00 per shareholder or $1,000.00
|
A. |
A copy of the Articles of Incorporation and bylaws of the Company, including all the amendments thereto, and a copy of the Certificate of Incorporation as issued by the State of Incorporation.
|
B. |
Specimens of all forms of outstanding certificates for all classes of securities of the Company, in the forms approved by the Board of Directors.
|
C. |
A resolution certifying the authorized and outstanding securities of the Company including a list of all outstanding securities together with a statement that future transfers may be made without restriction on all securities, except as to securities subject to a restriction noted on the face of said securities and in the corporate stock records.
|
D. |
A certified list of all shareholders, including identification of shareholders deemed to be "insiders" or "control persons" as defined in the Securities Act of 1933 & 1934 and other acts of Congress and rules and regulations of the United States Securities and Exchange Commission when applicable.
|
E. |
The names and specimen signatures of all officers who are and have been authorized to sign certificate for securities on behalf of the Company and the names and addresses of any other Transfer Agents or Registrars of securities of the Company.
|
F. |
A copy of the Resolution of the Board of Directors of the Company, authorizing its execution of this Agreement and approving the terms and conditions herein including the agreement that in the event that there are any future amendments or changes to any of the foregoing, the Company will issue prompt written notification of such change or changes, together with copies of the relevant resolutions, instruments or other documents, specimen signatures, certificates, opinions or the like as the Agent may deem necessary or appropriate. This resolution will also approve a credit and background check for the company and its officers and directors.
|
G. |
List of "stopped" certificates, in which an adverse action had been, or is in process of being, filed.
|
H. |
Completed Company Contact Questionnaire.
|
West Coast Stock Transfer Inc.
|
Transfer Agent Agreement
|
Company Initials /s/ MF
|
721 N. Vulcan Ave. Ste. 205
|
||
Encinitas, CA 92024
|
Traducao N° 0080
|
Livro: 001
|
Folha: 256
|
Data: 24 de agosto de 2016.
|
Traducao N° 0080
|
Livro: 001
|
Folha: 256
|
Data: 24 de agosto de 2016.
|
Traducao N° 0080
|
Livro: 001
|
Folha: 256
|
Data: 24 de agosto de 2016.
|
Traducao N° 0080
|
Livro: 001
|
Folha: 256
|
Data: 24 de agosto de 2016.
|
Traducao N° 0080
|
Livro: 001
|
Folha: 256
|
Data: 24 de agosto de 2016.
|
2.5 | "Board" means the Board of Directors of the Company. |
2.7 | "Change in Control" has the meaning set forth in Section 13.2. |
2.8 | "Change in Control Price" has the meaning set forth in Section 13.1. |
2.11 | "Common Stock" means the common stock, no par value, of the Company. |
2.15 | "Effective Date" means the effective date of this Plan as defined in Article XVII. |
2.16 | "Eligible Employees" means each employee of the Company or an Affiliate. |
2.20 | "GAAP" has the meaning set forth in Section 11.2(c)(ii). |
2.33 | "Reference Stock Option" has the meaning set forth in Section 7.1. |
2.34 | "Release" means Securities and Exchange Commission Release No. 33-7646. |
2.36 | "Restriction Period" has the meaning set forth in Subsection 8.3(a). |
(a) | to select the Eligible Employees, Consultants and Non-Employee Directors to whom Awards may from time to time be granted hereunder; |
(b) | to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Employees, Consultants or Non-Employee Directors; |
(c) | to determine the number of shares of Common Stock to be covered by each Award granted hereunder; |
(d) | to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion); |
(e) | to determine whether, to what extent and under what circumstances grants of Options and other Awards under this Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of this Plan; |
(f) | to determine whether and under what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under Section 6.3(d); |
(g) | to determine whether, to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant in any case, subject to, and in accordance with, Section 409A of the Code; |
(h) | to determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option; and |
(i) | to determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award. |
3.6 | Designation of Consultants/Liability. |
(a) | The Committee may, in its sole discretion, designate employees of the Company and professional advisors to assist the Committee in the administration of this Plan and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee. |
(b) | The Committee may, in its sole discretion, employ such legal counsel, consultants and agents as it may deem desirable for the administration of this Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to sub-section (a) above shall not be liable for any action or determination made in good faith with respect to this Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to this Plan or any Award granted under it. |
(a) | General Limitations. The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under this Plan shall initially be 800,000 shares (subject to any increase or decrease pursuant to Section 4.2), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both; provided, however, that such number shall be increased at the end of each fiscal year of the Company in the same proportion as the issued and outstanding stock of the Common Stock is increased during such fiscal year.. If any Award granted under this Plan expires, terminates, is canceled or is forfeited for any reason, the number of shares of Common Stock underlying any such Award shall again be available for the purpose of Awards under the Plan, as provided in this Section 4.1(a). If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, such grant shall only apply once against the maximum number of shares of Common Stock which may be issued under this Plan. Notwithstanding anything herein to the contrary, other than with respect to Incentive Stock Options, any share of Common Stock subject to an Award that again becomes available for grant pursuant to this Section 4.1(a) shall be added back to the aggregate maximum limit. |
(b) | Individual Participant Limitations. |
4.2 | Changes. |
(a) | The existence of this Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate or (vi) any other corporate act or proceeding. |
(b) | Subject to the provisions of Section 4.2(d), if there shall occur any such change in the capital structure of the Company by reason of any stock |
(c) | Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or (b) shall be aggregated until, and eliminated at, the time of exercise by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one- half. No cash settlements shall be made with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of this Plan. |
(d) | In the event of an Acquisition Event, the Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options or Stock Appreciation Rights or any Other Stock Based Award that provides for a Participant elected exercise effective as of the date of the Acquisition Event, by delivering notice of termination to each Participant at least 20 |
(a) | Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value of the Common Stock at the time of grant. |
(b) | Stock Option Term. The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable more than 10 years after the date the Option is granted; and provided further that the term of an Incentive Stock Option granted to a Ten Percent Stockholder shall not exceed five years. |
(c) | Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. In the event that a written employment agreement between the Company and a Participant provides for a vesting schedule that is more favorable than the vesting schedule provided in the |
(d) | Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under subsection (c) above, to the extent vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, the relinquishment of Stock Options so as to permit a "cashless exercise" or by payment in full or in part in the form of Common Stock owned by the Participant based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee, in its sole discretion). No shares of Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for. |
(e) | Non-Transferability of Options. No Stock Option shall be Transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant's lifetime, only by the Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as determined by the Committee, in its sole discretion. A Non- Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms of this Plan and the applicable Award agreement. Any shares of Common Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non- Qualified Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of this Plan and the applicable Award agreement. |
(f) | Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under this Plan |
(g) | Form, Modification, Extension and Renewal of Stock Options. Subject to the terms and conditions and within the limitations of this Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may, in its sole discretion (i) modify, extend or renew outstanding Stock Options granted under this Plan (provided that the rights of a Participant are not reduced without his or her consent and provided further that such action does not subject the Stock Options to Section 409A of the Code), and (ii) accept the surrender of outstanding Stock Options (up to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, an outstanding Option may not be modified to reduce the exercise price thereof nor may a new Option at a lower price be substituted for a surrendered Option (other than adjustments or substitutions in accordance with Section 4.2), unless such action is approved by the stockholders of the Company. |
(h) | Early Exercise. The Committee may provide that a Stock Option include a provision whereby the Participant may elect at any time before the Participant's Termination to exercise the Stock Option as to any part or all of the shares of Common Stock subject to the Stock Option prior to the full vesting of the Stock Option and such shares shall be subject to the provisions of Article VIII and treated as Restricted Stock. Any unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Committee determines to be appropriate. |
(i) | Other Terms and Conditions. Stock Options may contain such other provisions, which shall not be inconsistent with any of the terms of this Plan, as the Committee shall, in its sole discretion, deem appropriate. |
(a) | Exercise Price. The exercise price per share of Common Stock subject to a Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant. |
(b) | Term. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the full number of shares covered by the Reference Stock Option shall not be reduced until and then only to the extent the exercise or termination of the Reference Stock Option causes the number of shares covered by the Tandem Stock Appreciation Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option. |
(c) | Exercisability. Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Reference Stock Options to which they relate shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the provisions of Section 6.3(c). |
(d) | Method of Exercise. A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable portion of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in this Section 7.2. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the related Tandem Stock Appreciation Rights have been exercised. |
(e) | Payment. Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an amount in cash or a number of shares of Common Stock (as determined by the Committee, in its sole discretion, on the date of grant) equal in value to the excess of the Fair Market Value of one share of Common Stock over the Option exercise price per share specified in the Reference Stock Option agreement, multiplied by the number of shares in respect of which the Tandem Stock Appreciation Right shall have been exercised. |
(f) | Deemed Exercise of Reference Stock Option. Upon the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Article IV of the Plan on the number of shares of Common Stock to be issued under the Plan. |
(g) | Non-Transferability. Tandem Stock Appreciation Rights shall be Transferable only when and to the extent that the underlying Stock Option would be Transferable under Section 6.3(e) of the Plan. |
(a) | Exercise Price. The exercise price per share of Common Stock subject to a Non-Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Non-Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant. |
(b) | Term. The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than 10 years after the date the right is granted. |
(c) | Exercisability. Non-Tandem Stock Appreciation Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant. If the Committee provides, in its discretion, that any such right is exercisable subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. In the event that a written employment agreement between the Company and a Participant provides for a vesting schedule that is more favorable than the vesting schedule provided in the form of Award agreement, the vesting schedule in such employment agreement shall govern, provided that such agreement is in effect on the date of grant and applicable to the specific Award. |
(d) | Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under subsection (c) above, Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award agreement, by giving written notice of exercise to the Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised. |
(e) | Payment. Upon the exercise of a Non-Tandem Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash or a number of shares of Common Stock (as determined by the Committee, in its sole discretion, on the date of grant) equal in value to the excess of the Fair Market Value of one share of Common Stock on the date the right is exercised over the Fair Market Value of one share of Common Stock on the date the right was awarded to the Participant. |
(f) | Non-Transferability. No Non-Tandem Stock Appreciation Rights shall be Transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant's lifetime, only by the Participant. |
(a) | Purchase Price. The purchase price of Restricted Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase price for shares of Restricted Stock may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase price may not be less than par value. |
(b) | Acceptance. Awards of Restricted Stock must be accepted within a period of 60 days (or such other period as the Committee may specify) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has designated thereunder. |
(c) | Legend. | Each Participant receiving Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in addition to such legends required by applicable securities laws, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form: |
(d) | Custody. If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power, endorsed in blank, relating to the Common Stock covered by such Award. |
(a) | Restriction Period. (i) The Participant shall not be permitted to Transfer shares of Restricted Stock awarded under this Plan during the period or periods set by the Committee (the "Restriction Period") commencing on the date of such Award, as set forth in a Restricted Stock Award agreement and such agreement shall set forth a vesting schedule and any events which would accelerate vesting of the shares of Restricted Stock. Within these limits, based on service, attainment of performance goals pursuant to Section 8.3(a)(ii) below and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted Stock Award. In the event that a written employment agreement between the Company and a Participant provides for a vesting schedule that is more favorable than the vesting schedule provided in the form of Award agreement, the vesting schedule in such employment agreement shall govern, provided that such agreement is in effect on the date of grant and applicable to the specific Award. |
(b) | Rights as a Stockholder. Except as provided in this subsection (b) and subsection (a) above and as otherwise determined by the Committee, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company including, without limitation, the right to receive any dividends, the right to vote such shares and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. The Committee may, in its sole discretion, determine at the time of grant that the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period. |
(c) | Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee. |
(a) | Earning of Performance Share Award. At the expiration of the applicable Performance Period, the Committee shall determine the extent to which the performance goals established pursuant to Section 9.2(c) are achieved and the percentage of each Performance Share Award that has been earned. |
(b) | Non-Transferability. Subject to the applicable provisions of the Award agreement and this Plan, Performance Shares may not be Transferred during the Performance Period. |
(c) | The Objective Performance Goals, Formulae or Standards. Committee shall establish the objective Performance Goals for the earning of Performance Shares based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect. |
(d) | Dividends. Unless otherwise determined by the Committee at the time of grant, amounts equal to any dividends declared during the Performance Period with respect to the number of shares of Common Stock covered by a Performance Share will not be paid to the Participant. |
(e) | Payment. Following the Committee's determination in accordance with subsection (a) above, shares of Common Stock or, as determined by the Committee in its sole discretion, the cash equivalent of such shares shall be delivered to the Eligible Employee, Consultant or Non-Employee Director, or his legal representative, in an amount equal to such individual's earned Performance Share. Notwithstanding the foregoing, the Committee may, in its sole discretion, award an amount less than the earned Performance Share and/or subject the payment of all or part of any Performance Share to additional vesting, forfeiture and deferral conditions as it deems appropriate. |
(f) | Accelerated Vesting. Based on service, performance and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, in its sole discretion, at or after grant, accelerate the vesting of all or any part of any Performance Share Award and/or waive the deferral limitations for all or any part of such Award. |
(a) | Non-Transferability. Subject to the applicable provisions of the Award agreement and this Plan, shares of Common Stock subject to Awards made under this Article X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses. |
(b) | Dividends. Unless otherwise determined by the Committee at the time of Award, subject to the provisions of the Award agreement and this Plan, the recipient of an Award under this Article X shall not be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the number of shares of Common Stock covered by the Award. |
(c) | Vesting. Any Award under this Article X and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award agreement, as determined by the Committee, in its sole discretion. In the event that a written employment agreement between the Company and a Participant provides for a vesting schedule that is more favorable than the vesting schedule provided in the form of Award agreement, the vesting schedule in such employment agreement shall govern, provided that such agreement is in effect on the date of grant and applicable to the specific Award. |
(d) | Price. Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration; Common Stock purchased pursuant to a purchase right awarded under this Article X shall be priced, as determined by the Committee in its sole discretion. |
(e) | Payment. Form of payment for the Other Stock-Based Award shall be specified in the Award agreement. |
(a) | Vesting of Performance-Based Cash Award. At the expiration of the applicable Performance Period, the Committee shall determine and certify in writing the extent to which the Performance Goals established pursuant to Section 11.2(c) are achieved and the percentage of the Participant's individual target award has been vested and earned. |
(b) | Waiver of Limitation. In the event of the Participant's Disability or death, or in cases of special circumstances, the Committee may, in its sole discretion, waive in whole or in part any or all of the limitations imposed hereunder (if any) with respect to any or all of an Award under this Article XI. |
(c) | Objective Performance Goals, Formulae or Standards. |
(d) | Payment. Following the Committee's determination and certification in accordance with subsection (a) above, the Performance-Based Cash Award amount shall be delivered to the Eligible Employee, Consultant or Non-Employee Director, or his legal representative, in accordance with the terms and conditions of the Award agreement. |
(a) | Rules Applicable to Stock Option and Stock Appreciation Rights. Unless otherwise determined by the Committee at grant (or, if no rights of the Participant are reduced, thereafter): |
(b) | Rules Applicable to Restricted Stock, Performance Shares, Other Stock- Based Awards and Performance-Based Cash Awards. Unless otherwise determined by the Committee at grant or thereafter, upon a Participant's Termination for any reason: (i) during the relevant Restriction Period, all Restricted Stock still subject to restriction shall be forfeited; and (ii) any unvested Performance Shares, Other Stock-Based Awards or Performance-Based Cash Awards shall be forfeited |
(a) | Awards, whether or not then vested, shall be continued, assumed, have new rights substituted therefor or be treated in accordance with Section 4.2(d) hereof, as determined by the Committee in its sole discretion, and restrictions to which any shares of Restricted Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Common Stock on such terms as determined by the Committee; provided that, the Committee may, in its sole discretion, decide to award additional Restricted Stock or other Award in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation § 1.424-1 (and any amendments thereto). |
(b) | The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess of the Change in Control Price (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise price of such Awards.For purposes of this Section 13.1, "Change in Control Price" shall mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company. |
(c) | The Committee may, in its sole discretion, provide for the cancellation of any Awards without payment, if the Change in Control Price is less than the Fair Market Value of such Award on the date of grant. |
(d) | Notwithstanding anything else herein, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an Award at the time of grant or at any time thereafter. |
(a) | An acquisition of any common stock or other voting securities of the Company entitled to vote generally for the election of directors (the "Voting Securities") by any "Person" or "Group" (as each such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately after which such Person or Group, as the case may be, has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 20% of the then outstanding shares of Common Stock or the combined voting power of the Company's then outstanding Voting Securities; provided, however, that in determining whether a "Change in Control" has occurred, shares of Common Stock or Voting Securities that are acquired in a Non-Control Acquisition (as defined below) shall not constitute an acquisition which would cause a Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (i) the Company, (ii) any Subsidiary or (iii) any employee benefit plan maintained by the Company or any Subsidiary, including a trust forming part of any such plan (an "Employee Benefit Plan"); |
(b) | During any 2-year period, individuals who, at the beginning of such 2-year period, constitute the Board (the "Incumbent Board of Directors"), cease for any reason to constitute at least 50% of the members of the Board; provided, however, that (i) if the election or nomination for election by the Company's shareholders of any new director was approved by a vote of at least two-thirds of the Incumbent Board of Directors, such new director shall, for purposes hereof, be deemed to be a member of the Incumbent Board of Directors, and (ii) no individual shall be deemed to be a member of the Incumbent Board of Directors if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person or Group other than the Board of Directors (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; |
(c) | The consummation of a merger, consolidation or reorganization involving the Company or any Subsidiary, unless the merger, consolidation or reorganizationisaNon-ControlTransaction.A"Non-Control Transaction" shall mean a merger, consolidation or reorganization of the Company or any Subsidiary where: (A) the shareholders of the Company |
(d) | A complete liquidation or dissolution of the Company; or |
(e) | The sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary). |
(a) | increase the aggregate number of shares of Common Stock that may be issued under this Plan pursuant to Section 4.1 (except by operation of Section 4.2); |
(b) | increase the maximum individual Participant limitations for a fiscal year under Section 4.1(b) (except by operation of Section 4.2); |
(c) | change the classification of Eligible Employees or Consultants eligible to receive Awards under this Plan; |
(d) | decrease the minimum option price of any Stock Option or Stock Appreciation Right; |
(e) | extend the maximum option period under Section 6.3; |
(f) | alter the Performance Goals for the Award of Restricted Stock, Performance Shares or Other Stock-Based Awards subject to satisfaction of Performance Goals; |
(g) | award any Stock Option or Stock Appreciation Right in replacement of a canceled Stock Option or Stock Appreciation Right with a higher exercise price, except in accordance with Section 6.3(g); or |
(h) | require stockholder approval in order for this Plan to continue to comply with the applicable provisions of Section 162(m) of the Code or, to the extent applicable to Incentive Stock Options, Section 422 of the Code. In no event may this Plan be amended without the approval of the stockholders of the Company in accordance with the applicable laws of the State of Nevada to increase the aggregate number of shares of Common Stock that may be issued under this Plan, decrease the minimum exercise price of any Stock Option or Stock Appreciation Right, or to |
16.6 | Listing and Other Conditions. |
(a) | Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issue of any shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected. |
(b) | If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Option or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to shares of Common Stock or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company. |
(c) | Upon termination of any period of suspension under this Section 16.6, any Award affected by such suspension which shall not then have expired or |
(d) | A Participant shall be required to supply the Company with any certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate. |
ARTICLE I
|
PURPOSE
|
1
|
ARTICLE II
|
DEFINITIONS
|
1
|
ARTICLE III
|
ADMINISTRATION
|
6
|
ARTICLE IV
|
SHARE LIMITATION
|
9
|
ARTICLE V
|
ELIGIBILITY – GENERAL REQUIREMENTS FOR AWARDS
|
13
|
ARTICLE VI
|
STOCK OPTIONS
|
14
|
ARTICLE VII
|
STOCK APPRECIATION RIGHTS
|
16
|
ARTICLE VIII
|
RESTRICTED STOCK
|
19
|
ARTICLE IX
|
PERFORMANCE SHARES
|
22
|
ARTICLE X
|
OTHER STOCK-BASED AWARDS
|
23
|
ARTICLE XI
|
PERFORMANCE-BASED CASH AWARDS
|
25
|
ARTICLE XII
|
TERMINATION
|
26
|
ARTICLE XIII
|
CHANGE IN CONTROL PROVISIONS
|
28
|
ARTICLE XIV
|
TERMINATION OR AMENDMENT OF PLAN
|
31
|
ARTICLE XV
|
UNFUNDED PLAN
|
32
|
ARTICLE XVI
|
GENERAL PROVISIONS
|
32
|
ARTICLE XVII
|
EFFECTIVE DATE OF PLAN
|
35
|
ARTICLE XVIII
|
TERM OF PLAN
|
35
|
ARTICLE XIX
|
NAME OF PLAN
|
36
|
1.
|
START AND TERM
|
2.
|
TITLE AND DUTIES
|
A.
|
Title
|
B.
|
Essential Job Functions and Duties
|
C.
|
Supervision and Reporting
|
3.
|
COMPENSATION TERMS
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A.
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Base Compensation
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B.
|
Other Compensation
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C.
|
Expense Reimbursement
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4.
|
BENEFITS
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5.
|
INDEMNIFICATION FOR THIRD PARTY CLAIMS
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6.
|
MEDIATION AND BINDING ARBITRATION
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7.
|
MISCELLANEOUS PROVISIONS
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A.
|
Notices
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B.
|
Modifications
|
C.
|
Severability of Agreement
|
D.
|
Choice of Law, Jurisdiction and Venue
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/s/ MARC FOGASSA | |
MARC FOGASSA
|
/s/ MARC FOGASSA | ||
JUPITER GOLD CORPORATION
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The Director:
|
Ambassador Paul Durand
|
|
99 Lyttleton Gardens
Ottawa, ON K1L5A4
Canada
|
|
|
The Company:
|
Jupiter Gold Corporation
|
|
Rua Vereador João Alves Praes nº 95-A
Olhos D'Água, MG 39398-000
Brazil
|
/s/ PAUL DURAND | |
PAUL DURAND
|
/s/ Marc Fogassa | ||
JUPITER GOLD CORPORATION
|
The Director:
|
Ambassador Christopher Westdal
|
|
3 Winnisic
Chelsea, Quebec J9B 2L5
Canada
|
|
|
The Company:
|
Jupiter Gold Corporation
|
|
Rua Vereador João Alves Praes nº 95-A
Olhos D'Água, MG 39398-000
Brazil
|
/s/ CHRISTOPHER WESTDAL | ||||
CHRISTOPHER WESTDAL
|
||||
/s/ Marc Fogassa | ||||
JUPITER GOLD CORPORATION
|
The Director:
|
Marc Fogassa
|
|
c/o Brazil Minerals, Inc.
1443 E. Washington Blvd, Ste 278
United States of America
|
|
|
The Company:
|
Jupiter Gold Corporation
|
|
Rua Vereador João Alves Praes nº 95-A
Olhos D'Água, MG 39398-000
Brazil
|
/s/ Marc Fogassa | |
MARC FOGASSA
|
/s/ Marc Fogassa | ||
JUPITER GOLD CORPORATION
|
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