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Exhibit 4.7
THE OPTION AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL
HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER. AN INVESTMENT IN
THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST RELY ON THEIR OWN
ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED.
COMMON STOCK OPTION
(Nontransferable)
Q COMM INTERNATIONAL, INC.
(a Utah Corporation)
FOR VALUE RECEIVED, Q COMM INTERNATIONAL, INC. (the "Corporation")
hereby grants to JOHN TAYLOR (the "Holder"), subject to the terms and conditions
hereinafter set forth, the option to purchase an aggregate of four hundred
thousand (400,000) shares of the common stock, par value $.001 per share (the
"Common Stock") of the Corporation. The exercise price per share and the number
of shares of Common Stock issuable upon exercise of the Options are subject to
adjustment as hereinafter provided.
1. Term and Exercise.
(a) This Option may be exercised by the Holder, in whole or in
part, at any time prior to the expiration of this Option, which expiration shall
occur five (5) years from the date of the issuance of this Option.
(b) The Holder shall exercise this Option by surrender to the
Corporation of this Option with the Purchase Form attached hereto as Exhibit
"A", duly executed, accompanied by payment in cash or by check of the price
hereinafter set forth for the Shares of the Common Stock so purchased (the
"Option Price").
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(c) Within ten (10) business days following the exercise of
this Option by the Holder as hereinabove provided, the Corporation shall cause
to be issued in the name of and delivered to the Holder a certificate or
certificates representing the Shares of the Common Stock so purchased. The
Corporation covenants and agrees that all of the Shares of the Common Stock
which may be issued and delivered upon the due exercise of this Option by the
Holder shall, upon such issuance and delivery, be fully paid and nonassessable.
2. Option Price. The Option Price at which the Shares of the Common
Stock shall be purchased upon the exercise of this Option shall be $0.70 per
share.
3. Expiration of Option on Certain Additional Events. Anything
contained in this Option to the contrary notwithstanding, this Option shall
expire and be and become null and void unless, in the event of any consolidation
of the Corporation with, or merger of the Corporation into, any other
corporation (other than a merger with a wholly owned subsidiary or in which the
Corporation is the surviving corporation); any transfer of all or substantially
all of the assets of the Corporation; or the dissolution, liquidation or
winding-up of the Corporation, this Option shall have been duly exercised, as
hereinabove provided, prior to the date which is the record date for determining
the holders of Common Stock entitled to vote upon such consolidation, merger,
transfer, dissolution, liquidation or winding-up. The Corporation shall give to
the Holder at least ninety (90) days' prior notice of the date which shall be
the record date for determining the holders of Common Stock entitled to vote
upon such consolidation, merger, transfer, dissolution, liquidation or
winding-up.
4. Nontransferability. This Option shall not be assigned, pledged,
hypothecated, sold or otherwise transferred or encumbered by the Holder.
Notwithstanding the foregoing, this Option shall be exercisable upon the death
or permanent disability of the Holder by Holder's heirs, personal
representatives, guardians, beneficiaries, devisees, or otherwise.
5. Notices. Any notice or other communication to the Corporation or to
the Holder of this Option shall be in writing and any such notice or
communication shall be deemed duly given or made if personally delivered or if
mailed, by registered or certified mail, postage prepaid, and if to the
Corporation: to the Corporation's office at 1145 South 1680 West, Orem UT 84057
and if to such Holder: to John Taylor, 20 Cedar Grove, Amersham,
Buchinghamshire, HP7 9BG, U.K. or at such other address as the Corporation or
the Holder may designate by notice to the other.
6. Governing Law. This Option shall be governed by and construed and
enforced in accordance with the laws of the State of Utah.
7. Successors and Assigns. All of the provisions of this Option shall
be binding upon the Corporation and its successors and assigns and the Holder,
his heirs, personal representatives and guardians.
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IN WITNESS WHEREOF, Q COMM INTERNATIONAL, INC. has caused this Option
to be signed in its corporate name under its corporate seal by its President and
its corporate seal to be hereunto affixed and its execution hereof to be
attested by its Secretary, as of this 7th day of July, 2000.
ATTEST: Q COMM INTERNATIONAL, INC.
/s/ Katie Benioni By: /s/ Paul C. Hickey
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Katie Benioni, Secretary Paul C. Hickey, President
ACCEPTED:
/s/ John Taylor
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John Taylor, Holder
