SYNTHETIC BLOOD INTERNATIONAL, INC. STOCK OPTION AGREEMENT

 

 

 

THIS STOCK OPTION AGREEMENT is made this 23rd day of August, 2002 by and between Synthetic Blood International, Inc, a corporation formed under the laws of the State of New Jersey (the “Company”), and Andreas Camenzind, a citizen and resident of Zurich, Switzerland (the “Optionee”).

 

 

WHEREAS, the Optionee is a valued advisor and investor of the Company, and

 

WHEREAS, the Company wishes to offer a consideration for the misunderstanding that occurred regarding Mr. Camenzind’s agreement to acquire nine million shares that was cancelled after the payment of one-half of the $1,200,000 consideration, through grant of an option to purchase shares of the $0.01 par value common stock of the Company.

 

NOW THEREFORE, in consideration of the premises contained herein, it is agreed as follows:

 

(1)    Grant of Option.    Subject to the terms and conditions contained herein, the Company hereby grants the Optionee the right, privilege and option (the “Option”) to purchase Two Million (2,000,000) shares of the $0.01 par value common stock of the Company at a price of Sixty cents ($0.60) per share.

 

(2)    Term of Option.    The term of the Option shall be for a period of One (1) year (the “Term”) from the date of any new recapitalization of the number of shares authorized to be issued by the corporation and, subject to the terms and provisions hereof, and within the Term. The Option shall be fully vested on that recapitalization date and may be exercised in whole or in part with respect to all or any portion of the shares to which it related.

 

(3)    Method of Exercise    The Option shall be exercised by the transmittal of written notice thereof to the Company at its principal place of business. The notice shall include the Optionee’s designation of the number of shares to be purchased and Optionee’s check in payment of the purchase price. Upon receipt of such notice and negotiation of said check, the Company shall deliver to the Optionee a certificate representing the shares purchased, provided that if any law or regulation requires the Company to take any action with respect to the shares specified in such notice before the issuance thereof, the date of delivery of the shares shall be extended for the necessary period.

 

(4)    Termination of Option.    Except as otherwise provided herein, the Option shall terminate upon the expiration of one (1) year from the date of any recapitalization of this corporation.

 

(5)    Right Prior to Exercise of Option.    The Optionee shall have no rights as a stockholder with respect to the shares of stock subject to the Option until the exercise of his rights hereunder and the issuance and delivery to Optionee of a certificate or certificates evidencing such shares.

 

(6)    Applicable Laws.    The validity, construction, interpretation and enforceability of this Agreement and the capacity of the parties shall be determined and governed by the laws of the State of California.

 

(7)    Severability.    The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.

 

(8)    Binding Effect.    The provisions of this Agreement shall be binding upon

the parties hereto, their successors and assigns, including, without limitation, the estate of the Optionee and the executors, administrators or trustees of such estate and any receiver, trustee in bankruptcy or representative of the creditors of the Optionee.

 

THIS STOCK OPTION AGREEMENT is hereby confirmed and executed as of this 23rd day of August, 2001

 

SYNTHETIC BLOOD INTERNATIONAL, INC.

 

By:

Robert Nicora

President