TECHS LOANSTAR, INC.
INDEPENDENT CONSULTANT and OPTION AGREEMENT
| Participant: | |
| Date of Grant: | |
| Number of Covered Shares: | Up to 111,000 based on Term of Options in paragraph 2 below |
| Exercise Price Per Share: | $0.01 |
This Independent Marketing Representative and Option Agreement ("Agreement") is entered into as of the _____ day of _________________, ______ between Techs Loanstar, Inc. a Nevada corporation (the "Company"), and ___________________ ("Consultant” and/or “Rep") and is subject to the requirements and all of the definitions in the attached Exhibit A, Independent Consulting and Option Eligibility Program.
WHEREAS, Consultant is engaged by the Company as a key consultant, and the Company desires to increase Consultant's incentive and personal interest in the welfare of the Company.
NOW, THEREFORE, in consideration of the premises, covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed and do hereby agree as follows:
- Grant of Options. The Company hereby grants to Consultant options (the "Options") to purchase all or any part of an aggregate amount of
____________________ (____________) shares of the Common Stock of the Company at a purchase price of $0.01 per share, on the terms and conditions hereinafter set forth.
- Term of Options. Except as otherwise provided in Section 4 below, the Options shall vest and become exercisable pursuant to the following vesting schedule, and shall remain exercisable until two (2) years after the date of this Agreement, at which time the Options shall terminate and not be exercisable thereafter:
- Options to purchase 1,000 of the total number of shares subject to Options granted shall vest and become immediately exercisable as of the date (the date can be no later than 3 months from the date of grant above) that the Consultant has sponsored at least 2 qualifying reps on the Consultant’s first level of sponsorship have at least 500 qualifying reps in their downline.
- Options to purchase 10,000 of the total number of shares subject to Options granted shall vest and become immediately exercisable as of the date (the date can be no later than 6 months from the date of grant above) that the Consultant has sponsored at least 2 qualifying reps on the Consultant’s first level of sponsorship have at least 5,000 qualifying reps in their downline.
- Options to purchase 100,000 of the total number of shares subject to Options granted shall vest and become immediately exercisable as of the date (the date can be no later than 9 months from the date of grant above) that the Consultant has sponsored at least 2 qualifying reps on the Consultant’s first level of sponsorship and have at least 50,000 qualifying reps in their downline.
- Options to purchase 1,000 of the total number of shares subject to Options granted shall vest and become immediately exercisable as of the date (the date can be no later than 3 months from the date of grant above) that the Consultant has sponsored at least 2 qualifying reps on the Consultant’s first level of sponsorship have at least 500 qualifying reps in their downline.
- Exercise of Options. The Options earned or any portion thereof may be exercised by Consultant paying the purchase price with respect to which the Options are being exercised by cash, certified check, bank draft or postal or express money order. Except as otherwise provided before the Option is exercised, (i) all or a portion of the Exercise Price may be paid by Consultant by delivery of shares of Common Stock owned by Consultant and acceptable to the Company having an aggregate Fair Market Value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) Consultant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. In each case Consultant's payment shall be delivered with a written notice of exercise which shall:
- State the number of options being exercised, the name, address and social security number of each person for whom the stock certificate or certificates for such shares of the Common Stock are to be registered;
- Contain any representations and agreements as to Consultant's investment intent with respect to the shares exercised as may be necessary and satisfactory to the Company's counsel; and
- Be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than Consultant, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Options.
- State the number of options being exercised, the name, address and social security number of each person for whom the stock certificate or certificates for such shares of the Common Stock are to be registered;
- Termination of Employment or Death.
- In the event Consultant's agreement shall terminate on account of death, the Options held by Consultant, to the extent exercisable through the date of death, may be exercised by a person who acquires the right to exercise the Options, provided such exercise occurs within both the remaining effective term of the Options and one year after the Consultant's death.
- In the event Consultant's agreement shall terminate on account of retirement or permanent disability (as defined in the Plan), the Options held by Consultant, to the extent exercisable through the date of such retirement or disability, may be exercised by Consultant, provided such exercise occurs within both the remaining effective term of the Options and one year from the date of termination of employment.
- In the event Consultant's agreement shall terminate on account of resignation, discharge not "for cause" (as defined below), or expiration of elected term, Consultant may exercise the Options within both the remaining effective term of the Options and three months from the date of termination.
- In the event Consultant's agreement shall terminate on account of discharge for cause, no exercise period shall exist and Consultant shall forfeit the Options as of the date of termination.
- To the extent not then exercisable in accordance with this Section, the Options shall terminate on the date Consultant's employment terminates with the Company.
- In the event Consultant's agreement shall terminate on account of death, the Options held by Consultant, to the extent exercisable through the date of death, may be exercised by a person who acquires the right to exercise the Options, provided such exercise occurs within both the remaining effective term of the Options and one year after the Consultant's death.
- Transfer of Options. Unless the Company, upon advice of its securities counsel, directs otherwise, the Options may not be assigned or transferred in any manner except upon the death of Consultant by will or by the laws of descent and distribution. During the lifetime of Consultant, the Options shall be exercisable only by Consultant.
- Reservation of Shares. The Company, during the term hereof, will at all times reserve and keep available, and will seek or obtain from any regulatory body having jurisdiction any requisite authority in order to issue and sell such number of shares of its Common Stock as shall be sufficient to satisfy the requirements hereof. The inability of the Company to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any shares of stock hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such stock as to which such requisite authority shall not have been obtained.
- Application of Section 16(b). The parties acknowledge that, if Consultant is an officer, director or ten percent (10%) shareholder of the Company, the grant to Consultant of Options hereunder, or the Consultant's sale of shares underlying the Options, may, unless the Plan is qualified under Rule 16b- 3 of the SEC, subject Consultant to liability under the insider trading prohibitions of Section 16(b) of the Securities Exchange Act of 1934, if Consultant purchases or sells Common Stock of the Company within six months before or after the grant of the Options, or within six months before or after the sale of the shares underlying the Options. This acknowledgment is for informational purposes only and is not to be construed as increasing, limiting or describing the rights and obligations of the parties hereunder.
- Restriction on Option Exercise. Notwithstanding any contrary provision hereof, the Options may not be exercised by Consultant unless the shares to be acquired by Consultant have been registered under the Securities Act of 1933 (the "Act"), and any other applicable securities laws of any other state, or the Company receives an opinion of counsel (which may be counsel for the Company) reasonably acceptable to the Company stating that the exercise of the Options and the issuance of shares pursuant to the exercise is registered or exempt from such registration requirements. Consultant shall represent that unless and until the shares have been registered under the Act and applicable state securities laws: (1) Consultant is acquiring the shares for investment purposes only and without the intent of making any sale or disposition thereof; (2) Consultant has been advised and understands that the shares have not been registered for sale pursuant to federal and state securities laws and are "restricted securities" under such laws; and (3) Consultant acknowledges that the shares will be subject to stop transfer instructions and bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. NO OFFER, SALE OR TRANSFER MAY TAKE PLACE WITHOUT PRIOR WRITTEN APPROVAL OF THE COMPANY BEING AFFIXED HERETO. IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT, SUCH APPROVAL SHALL BE GRANTED ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF SHAREHOLDER'S COUNSEL AT SHAREHOLDER'S EXPENSE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THIS CERTIFICATE MAY BE LAWFULLY TRANSFERRED PURSUANT TO AN EXEMPTION FROM REGISTRATION.
- Withholding of Taxes. The Options may not be exercised unless Consultant has paid or has made provision satisfactory to the Company for payment of, federal, state and local income taxes, or any other taxes (other than stock transfer taxes) which the Company may be obligated to collect as a result of the issue or transfer of Common Stock upon such exercise of the Options. In its sole discretion, and at the request of Consultant, the Company may permit Consultant (other than an Consultant who would be subject to Section 16(b) of the Exchange Act) to satisfy the obligation imposed by this Section, in whole or in part, by instructing the Company to withhold up to that number of shares otherwise issuable to Consultant with a fair market value equal to the amount of tax to be withheld.
- Mergers, Reorganizations, and Certain Other Changes. In the event of the Company's liquidation, reorganization, separation, merger or consolidation into, or acquisition of property or stock by another corporation, or sale of substantially all assets to another corporation, the rights of Consultant with respect to the Options granted hereunder shall be governed by any agreement to such event.
- Antidilution. The aggregate number of shares of Common Stock available for issuance under the Options, and the price per share, shall all be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock subsequent to the date of this Agreement resulting from a recapitalization, reorganization, merger, consolidation or similar transaction as provided in the Plan.
- No Rights as a Stockholder. Consultant or a permitted transferee of the Options shall have no rights as a stockholder with respect to any shares covered by the Options until the date as of which stock is issued following exercise of such Options. Except as provided in this Agreement, no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or any other distributions for which the record date is prior to the date as of which such stock is issued.
- No Employment Rights. This Agreement is not an employment agreement or contract and does not grant any employment rights to Consultant.
- Other Provisions. The Company may, as a condition precedent to the exercise of the Options, require Consultant (including, in the event of Consultant's death, his legal representatives, legatees or distributees) to enter into such agreements or to make such representations as may be required to make lawful the exercise of the Options and the ultimate disposition of the shares acquired by such exercise.
- Notices. Any notice which either of the parties hereto is required or permitted to give to the other must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, to the party to which or to whom the notice is directed, at the address each party designates in writing. Any notice mailed to such address shall be effective when deposited in the mail, duly addressed and postage prepaid, notwithstanding failure by the addressee thereof to receive the mailed notice.
- Governing Law. All transactions contemplated hereunder and all rights of the parties hereto shall be governed as to validity, construction, enforcement and in all other respects by the laws and decisions of the State of Nevada.
- Titles. The titles of the sections of this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this Agreement or the intent of any provisions hereof.
- Amendment. This Agreement shall not be modified or amended except by written agreement signed by all of the parties hereto.
- Attorney's Fees and Costs of Enforcement. If any party to this Agreement shall incur any costs resulting from enforcement of this Agreement, the defaulting party shall be liable to the prevailing party for such costs. Costs, as used herein, shall include costs of enforcement, interpretation, or collection, including without limitation, reasonable attorney's fees, court costs, collection charges, travel and other related or similar expenses.
- Severability of Provisions. Any provision of this Agreement which is invalid, prohibited, or unenforceable in any jurisdiction, shall not invalidate the remainder of the provision or the remaining provisions of the Agreement.
- Entire Agreement. This Agreement contains all of the representations, declarations and statements from either party to the other and expresses the entire understanding between the parties with respect to the transactions provided for herein. All prior memoranda, letters, statements and agreements concerning this subject matter, if any, including any references to the grant of options to Consultant in any prior employment agreement or employment offer letter, are merged in and replaced by this Agreement.
- Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.
- Counterparts. This Agreement may be executed in one or more counterparts, each of which may be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement the day and year first above written.
| Techs Loanstar, Inc. |
| By: |
| Its: |
| CONSULTANT |
___________________________________ |
TECHS LOANSTAR, INC.
Exhibit A
Independent Consulting and Option Eligibility Program
This document specifies the requirements in order for a UME360 Independent Marketing Representative to qualify to participate in the granting of options to purchase shares of the Company’s common stock (the “Option Plan”).
Description of terms in order to meet the eligibility qualifications to participate in the Option Plan:
“R” is any social network member in uME360 social network system that has accepted the terms and conditions of the Independent Marketing Representative Agreement.
“QR” is any “R” who and has sponsored at least two “R” on their first level and has personally earned 30 points for the month. A point can be earned in a variety of ways, including but not limited to; each log in (1 point), writing a qualifying blog (5 points), each review from a member (1 point). A full list of actions and their point value will be available on-line, subject to additional ways to earn points to be announced in the future.
“WQR” is any “QR” who has at least 2 “QR” on their first level who each has at least 50 “QR” in their downline. You must become a WQR by September 30 2010, in order to qualify for the Conditional Option Plan.
Once the above has been accomplished, on the “Date of Qualification”, which is the date that participant, as “QR” become “WQR”, you are eligible to automatically participate in the Conditional Option Plan, provided that you approve and accept the terms and conditions of the Conditional Option Plan. Any participant in the Conditional Option Plan will be required to agree to the terms and conditions of the Company’s Independent Consulting and Conditional Option Agreement (“ICCWA”). Pursuant to the ICCWA the exercise price of the options is $0.01, they expire on the second anniversary from the date which they were earned and all participants are responsible for any taxes on any gains they may realize.
Participant must maintain the QR status continuously from the “Date of Qualification” in order to exercise the options earned.
Participant can meet qualification for level 1, level 2 and level 3 and earn options on all of these levels.
The Conditional Option Plan is comprised of 3 Levels. Awarded on the first come first serve basis, up to the maximum participation for each level. The conditions for participant to be awarded the options are listed herein:
| Level 1 | Level 2 | Level 3 | |
| From the date “QR” become “WQR”:
Participant has 3 month from that date to meet qualifications to earn 1,000 “level 1” options
Participant has 6 month from that date to meet qualifications to earn 10,000 “level 2” options
Participant has 9 month from that date to meet qualifications to earn 100,000 “level 3” options |
3 months | 6 months | 9 months |
| Qualification: At least 2 QR’s on participant’s first level with total QR under each of these QR’s downline organization as follows: | 500 QR
(a total of 1,000 QR in both of participant 1st level QR ‘s downline organization) |
5,000 QR
(a total of 10,000 QR in both of participant 1st level QR ‘s downline organization) |
50,000 QR
(a total of 100,000 QR in both of participant 1st level QR ‘s downline organization) |
| Number of options | 1,000 options | 10,000 options | 100,000 options |
| Maximum participants | 1,000 participants | 100 participants | 10 participants |
| Total options in Option Plan, when each level is reached the program terminates | 1,000,000 options | 1,000,000 options | 1,000,000 options |
