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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 3, 2023 (August 2, 2023)
American
Noble Gas, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-17204 |
|
87-3574612 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
15612
College Blvd, Lenexa, KS 66219
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (913) 955-0532
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| — |
|
— |
|
— |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
August 2, 2023, the Company granted to Thomas J. Heckman, who serves as the Company’s Chief Executive Officer and Chief Financial
Officer (the “Grantee”), outside of the Company’s existing equity compensation plans, and pursuant to a certain Stock
Option Agreement, dated August 2, 2023 (the “Stock Option Agreement”), an option to purchase an aggregate of 4,000,000 shares
of Common Stock at an exercise price of $0.05 per share. The Stock Option Agreement terminates on its tenth anniversary.
The
Grant is scheduled to vest in equal installments at the end of each calendar quarter, beginning with the quarter ending September 30,
2023 and terminating with the quarter ending June 30, 2025, contingent upon such executive officer continued service to the Company at
such points in time. In the event of a Change of Control (as such term is defined in the Stock Option Agreement), all unvested options
to acquire Common Stock will immediately vest. Further, if the Grantee’s service relationship with the Company is terminated by
reason of his death, normal retirement (as such term is defined in the Stock Option Agreement) or disability (as such term is defined
in the Stock Option Agreement), all unvested options to acquire Common Stock will also immediately vest.
The
above actions were unanimously approved by the Board of Directors.
The
foregoing description of the Stock Option Agreement is not complete and is qualified in its entirety by reference to the full text of
the Stock Option Agreement, the form of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
August 3, 2023
| |
American
Noble Gas, Inc. |
| |
|
|
| |
By:
|
/s/Thomas
J. Heckman |
| |
Name: |
Thomas
J. Heckman |
| |
Title: |
Chief
Executive Officer and Chief Financial Officer |
Exhibit
10.2
Form
of Stock Option Agreement
American
Noble Gas, Inc.
Stock
Option Agreement
(Officer)
Notice
of Stock Option Grant:
The
Optionee has been granted the following option to purchase shares of the Common Stock of American Noble Gas, Inc.:
| |
Optionee’s
Name and Address: |
|
*******
c/o
American Noble Gas, Inc.
15612 College Blvd.
Lenexa, Kansas 66219 |
| |
Date
of Grant: |
|
August
2, 2023 |
| |
|
|
|
| |
Exercise
Price per Share: |
|
$*.** |
| |
|
|
|
| |
Total
Number of Shares Granted: |
|
********** |
| |
|
|
|
| |
Total
Exercise Price: |
|
$********* |
| |
|
|
|
| |
Type
of Option: |
|
Non-statutory
Stock Option |
| |
|
|
|
| |
Term/Expiration
Date: |
|
August
2, 2033 |
| |
|
|
|
| |
Vesting
Schedule: |
|
The
Option to Purchase Shares of Common Stock will vest as follows: |
| |
|
● |
Twelve
and one-half percent (12.5%), or ***** shares, vests on September 30, 2023. |
| |
|
|
|
| |
|
● |
Twelve
and one-half percent (12.5%), or ******* shares, vests on December 31, 2023. |
| |
|
|
|
| |
|
● |
Twelve
and one-half percent (12.5%), or ****** shares, vests on March 31, 2024. |
| |
|
|
|
| |
|
● |
Twelve
and one-half percent (12.5%), or ****** shares, vests on June 30, 2024. |
| |
|
|
|
| |
|
● |
Twelve
and one-half percent (12.5%), or ******* shares, vests on September 30, 2024. |
| |
|
|
|
| |
|
● |
Twelve
and one-half percent (12.5%), or ******** shares, vests on December 31, 2024. |
| |
|
|
|
| |
|
● |
Twelve
and one-half percent (12.5%), or ******** shares, vests on March 31, 2025. |
| |
|
|
|
| |
|
● |
Twelve
and one-half percent (12.5%), or ******** shares, vests on June 30, 2025. |
| |
|
|
Vesting
is contingent that the Optionee indicated is then serving as an Officer to the Company and further provided that all unvested Options
will immediately vest on the date of death, disability or normal retirement of the Optionee. |
| |
|
|
|
| |
Termination
Period:
|
|
Upon
death, disability or normal retirement of the Optionee. All vested Options shall continue to be exercisable for the earlier of twelve
(12) months from the date of death, disability or such retirement or the expiration date of the Options. In no event shall this Option
be exercised later than the Term/Expiration Date as provided above. |
By
signing below, the Optionee and the Company agree that this option is granted under and governed by the terms and conditions of the Stock
Option Agreement, which is attached to, and made a part of, this Notice of Stock Option Grant. Section 15 of the Stock Option Agreement
includes important acknowledgements of the Optionee.
| OPTIONEE: |
American
Noble Gas, Inc. |
| |
|
|
| |
By: |
|
| |
Title: |
|
THE
OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH
ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
AMERICAN
NOBLE GAS, INC.
STOCK
OPTION AGREEMENT
SECTION
1. GRANT OF OPTION.
(a)
Option. On the terms and conditions set forth in the Notice of Stock Option Grant and this Agreement, the Company grants to the
Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option
Grant. The Exercise Price is agreed to be at least 100% of the Fair Market Value per Share on the Date of Grant. This option is intended
to be an NSO, as provided in the Notice of Stock Option Grant.
(b)
Defined Terms. Capitalized terms are defined in Section 16 of this Agreement.
SECTION
2. RIGHT TO EXERCISE.
Subject
to the other conditions set forth in this Agreement, all or part of this option may be exercised prior to its expiration at the time
or times set forth in the Notice of Stock Option Grant. Shares purchased by exercising this option may be subject to the Right of Repurchase
under Section 7.
SECTION
3. NO TRANSFER OR ASSIGNMENT OF OPTION.
Except
as otherwise provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise
transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar
process. In addition, this option shall comply with all conditions of Rule 12h-1(f)(1) under the Exchange Act until the Company becomes
subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. Such conditions include, without limitation, the transferability
restrictions set forth in Rule 12h-1(f)(1)(iv) and (v) under the Exchange Act, which shall apply to this option and, prior to exercise,
to the Shares to be issued upon exercise of this option during the period commencing on the Date of Grant and ending on the earlier of
(i) the date when the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or (ii) the date
when the Company makes a determination that it will cease to rely on the exemption afforded by Rule 12h-1(f)(1) under the Exchange Act.
During such period, this option and, prior to exercise, the Shares to be issued upon exercise of this option shall be restricted as to
any pledge, hypothecation or other transfer by the Optionee, including any short position, any “put equivalent position”
(as defined in Rule 16a-1(h) under the Exchange Act) or any “call equivalent position” (as defined in Rule 16a-1(b) under
the Exchange Act).
SECTION
4. EXERCISE PROCEDURES.
(a)
Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by giving written notice to the
Company pursuant to Section 13(c). The notice shall specify the election to exercise this option, the number of Shares for which it is
being exercised and the form of payment. The person exercising this option shall sign the notice. In the event that this option is being
exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s
right to exercise this option. The Optionee or the Optionee’s representative shall deliver to the Company, at the time of giving
the notice, payment in a form permissible under Section 5 for the full amount of the Purchase Price. In the event of a partial exercise
of this option, Shares shall be deemed to have been purchased in the order in which they vest in accordance with the Notice of Stock
Option Grant.
(b)
Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause to be issued one or more certificates
evidencing the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising
this option, (ii) in the names of such person and his or her spouse as community property or as joint tenants with the right of survivorship
or (iii) with the Company’s consent, in the name of a revocable trust. In the case of Restricted Shares, the Company shall cause
such certificates to be deposited in escrow under Section 7(c). In the case of other Shares, the Company shall cause such certificates
to be delivered to or upon the order of the person exercising this option.
(c)
Withholding Taxes. In the event that the Company determines that it is required to withhold any tax as a result of the exercise
of this option, the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable
it to satisfy all withholding requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy
any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option.
SECTION
5. PAYMENT FOR STOCK.
(a)
Cash. All or part of the Purchase Price may be paid in cash or cash equivalents.
(b)
Surrender of Stock. At the discretion of the Board of Directors, all or any part of the Purchase Price may be paid by surrendering,
or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good
form for transfer and shall be valued at their Fair Market Value as of the date when this option is exercised.
(c)
Cashless Exercise. By surrendering to the Company the right to acquire a number of shares having an aggregate value such that
the amount by which the Fair Market Value of such shares exceeds the aggregate exercise price is equal to the Exercise Price plus payment
in cash of all taxes applicable upon such exercise, with the prior approval of the Board;
(d)
Exercise/Sale. All or part of the Purchase Price and any withholding taxes may be paid by the delivery (on a form prescribed by
the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of
the sales proceeds to the Company. However, payment pursuant to this Subsection (c) shall be permitted only if (i) Stock then is publicly
traded and (ii) such payment does not violate applicable law.
(e)
any combination of the foregoing; or
a
manner acceptable to the Board.
SECTION
6. TERM AND EXPIRATION.
(a)
Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock Option Grant, which
date is 10 years after the Date of Grant.
(b)
Termination of Service (Except by Death). If the Optionee’s Service terminates for any reason other than death, then this
option shall expire on the earliest of the following occasions:
(i)
The expiration date determined pursuant to Subsection (a) above;
(ii)
The date three months after the termination of the Optionee’s Service for any reason other than Normal Retirement or Disability;
or
(iii)
The date twelve months after the termination of the Optionee’s Service by reason of Normal Retirement or Disability.
The
Optionee may exercise all or part of this option at any time before its expiration under the preceding sentence, but only to the extent
that this option is exercisable for vested Shares on or before the date when the Optionee’s Service terminates. When the Optionee’s
Service terminates, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable
and with respect to any Restricted Shares. In the event that the Optionee dies after termination of Service but before the expiration
of this option, all or part of this option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s
estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but
only to the extent that this option was exercisable for vested Shares on or before the date when the Optionee’s Service terminated.
(c)
Death of the Optionee. If the Optionee dies while in Service, then this option shall expire on the earlier of the following dates:
(i)
The expiration date determined pursuant to Subsection (a) above; or
(ii)
The date 12 months after the Optionee’s death.
All
or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators
of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest
or inheritance, but only to the extent that this option is exercisable for vested Shares on or before the date of the Optionee’s
death. When the Optionee dies, this option shall expire immediately with respect to the number of Shares for which this option is not
yet exercisable and with respect to any Restricted Shares.
SECTION
7. RIGHT OF REPURCHASE.
(a)
Scope of Repurchase Right. Until they vest in accordance with the Notice of Stock Option Grant and Subsection (b) below, the Shares
acquired under this Agreement shall be Restricted Shares and shall be subject to the Company’s Right of Repurchase. The Company,
however, may decline to exercise its Right of Repurchase or may exercise its Right of Repurchase only with respect to a portion of the
Restricted Shares. The Company may exercise its Right of Repurchase only during the Repurchase Period following the termination of the
Optionee’s Service, but the Right of Repurchase may be exercised automatically under Subsection (d) below. If the Right of Repurchase
is exercised, the Company shall pay the Optionee an amount equal to the lower of (i) the Exercise Price of each Restricted Share being
repurchased or (ii) the Fair Market Value of such Restricted Share at the time the Right of Repurchase is exercised.
(b)
Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the Restricted Shares in accordance with the vesting
schedule set forth in the Notice of Stock Option Grant.
(c)
Escrow. Upon issuance, the certificate(s) for Restricted Shares shall be deposited in escrow with the Company to be held in accordance
with the provisions of this Agreement. Any additional or exchanged securities or other property described in Subsection (f) below shall
immediately be delivered to the Company to be held in escrow. All ordinary cash dividends on Restricted Shares (or on other securities
held in escrow) shall be paid directly to the Optionee and shall not be held in escrow. Restricted Shares, together with any other assets
held in escrow under this Agreement, shall be (i) surrendered to the Company for repurchase upon exercise of the Right of Repurchase
or the Right of First Refusal or (ii) released to the Optionee upon his or her request to the extent that the Shares have ceased to be
Restricted Shares (but not more frequently than once every six months). In any event, all Shares that have ceased to be Restricted Shares,
together with any other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier of (i)
the termination of the Optionee’s Service or (ii) the lapse of the Right of First Refusal.
(d)
Exercise of Repurchase Right. The Company shall be deemed to have exercised its Right of Repurchase automatically for all Restricted
Shares as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the Restricted
Shares pursuant to Section 13(c) that it will not exercise its Right of Repurchase for some or all of the Restricted Shares. The Company
shall pay to the holder of the Restricted Shares the purchase price determined under Subsection (a) above for the Restricted Shares being
repurchased. Payment shall be made in cash or cash equivalents and/or by canceling indebtedness to the Company incurred by the Optionee
in the purchase of the Restricted Shares. The certificate(s) representing the Restricted Shares being repurchased shall be delivered
to the Company.
(e)
Termination of Rights as Stockholder. If the Right of Repurchase is exercised in accordance with this Section 7 and the Company
makes available the consideration for the Restricted Shares being repurchased, then the person from whom the Restricted Shares are repurchased
shall no longer have any rights as a holder of the Restricted Shares (other than the right to receive payment of such consideration).
Such Restricted Shares shall be deemed to have been repurchased pursuant to this Section 7, whether or not the certificate(s) for such
Restricted Shares have been delivered to the Company or the consideration for such Restricted Shares has been accepted.
(f)
Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another
entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting
the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason
of such transaction exchanged for, or distributed with respect to, any Restricted Shares shall immediately be subject to the Right of
Repurchase. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number
and/or class of the Restricted Shares. Appropriate adjustments shall also be made to the price per share to be paid upon the exercise
of the Right of Repurchase, provided that the aggregate purchase price payable for the Restricted Shares shall remain the same. In the
event of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, the Right of Repurchase
may be exercised by the Company’s successor.
(g)
Transfer of Restricted Shares. The Optionee shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares
without the Company’s written consent, except as provided in the following sentence. The Optionee may transfer Restricted Shares
to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee
and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on
a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Restricted Shares, then
this Agreement shall apply to the Transferee to the same extent as to the Optionee.
(h)
Assignment of Repurchase Right. The Board of Directors may freely assign the Company’s Right of Repurchase, in whole or
in part. Any person who accepts an assignment of the Right of Repurchase from the Company shall assume all of the Company’s rights
and obligations under this Section 7.
SECTION
8. RIGHT OF FIRST REFUSAL.
(a)
Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares
acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all
(and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired under this Agreement, the Optionee shall
give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred,
the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed
sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both
by the Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares.
The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the
Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise
of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company.
(b)
Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received
the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer
of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale
is made in compliance with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions
to which the Optionee is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice,
as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance
with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate
the sale of the Shares on the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer
Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer
Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer,
the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration
described in the Transfer Notice.
(c)
Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another
entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting
the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason
of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 8 shall immediately be subject
to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be
made to the number and/or class of the Shares subject to this Section 8.
(d)
Termination of Right of First Refusal. Any other provision of this Section 8 notwithstanding, in the event that the Stock is readily
tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal,
and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.
(e)
Permitted Transfers. This Section 8 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession
or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the
benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee
agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any
Shares acquired under this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First
Refusal, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.
(f)
Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided
in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 8, then after such time the person
from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive
payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with
the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.
(g)
Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in
whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s
rights and obligations under this Section 8.
SECTION
9. LEGALITY OF INITIAL ISSUANCE.
No
Shares shall be issued upon the exercise of this option unless and until the Company has determined that:
(a)
It and the Optionee have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the
registration requirements thereof;
(b)
Any applicable listing requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and
(c)
Any other applicable provision of federal, State or foreign law has been satisfied.
SECTION
10. NO REGISTRATION RIGHTS.
The
Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law.
The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply
with any law.
SECTION
11. RESTRICTIONS ON TRANSFER OF SHARES.
(a)
Securities Law Restrictions. Regardless of whether the offering and sale of Shares subject to this option have been registered
under the Securities Act or have been registered or qualified under the securities laws of any State, the Company at its discretion may
impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates
or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in
order to achieve compliance with the Securities Act, the securities laws of any State or any other law.
(b)
Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or a Transferee
shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract
for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in
any of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the
Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time
following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however,
shall such period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate
regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions,
including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule
472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate
two years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off,
a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding
securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed
with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be
subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect
to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall
be beneficiaries of the agreement set forth in this Subsection (b). This Subsection (b) shall not apply to Shares registered in the public
offering under the Securities Act.
(c)
Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will
be acquired for investment, and not with a view to the sale or distribution thereof.
(d)
Investment Intent at Exercise. In the event that the sale of Shares subject to this option is not registered under the Securities
Act but an exemption is available that requires an investment representation or other representation, the Optionee shall represent and
agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with
a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company
and its counsel.
(e)
Legends. All certificates evidencing Shares purchased under this Agreement shall bear the following legend:
“THE
SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH
THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES).
SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN REPURCHASE
RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT
TO THE HOLDER HEREOF WITHOUT CHARGE.”
All
certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend (and such
other restrictive legends as are required or deemed advisable under the provisions of any applicable law):
“THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT REQUIRED.”
(f)
Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares
sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a
certificate representing the same number of Shares but without such legend.
(g)
Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section
11 shall be conclusive and binding on the Optionee and all other persons.
SECTION
12. ADJUSTMENT OF SHARES.
(a)
General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a combination
or consolidation of the outstanding Stock into a lesser number of Shares, a reclassification, or any other increase or decrease in the
number of issued shares of Stock effected without receipt of consideration by the Company, proportionate adjustments shall automatically
be made in each of (i) the number of Shares covered by this option (to the extent the option is outstanding) and (ii) the Exercise Price
(to the extent this option is outstanding). In the event of a declaration of an extraordinary dividend payable in a form other than Shares
in an amount that has a material effect on the Fair Market Value of the Stock, a recapitalization, a spin-off or a similar occurrence,
the Board of Directors at its sole discretion may make appropriate adjustments in one or more of (i) the number of Shares covered by
this option or (ii) the Exercise Price; provided, however, that the Board of Directors shall in any event make such adjustments as it
makes to options outstanding under the Company’s 2005 Stock Plan.
(b)
Mergers and Consolidations. In the event that the Company is a party to a merger or consolidation, all Shares acquired under this
option and the option shall be subject to the agreement of merger or consolidation. Such agreement shall provide for one or more of the
following:
(i)
The continuation of this option by the Company (if the Company is the surviving corporation).
(ii)
The assumption of this option by the surviving corporation or its parent in a manner that complies with Section 424(a) of the Code (whether
or not this option is an ISO).
(iii)
The substitution by the surviving corporation or its parent of a new option for this option in a manner that complies with Section 424(a)
of the Code (whether or not this option is an ISO).
(iv)
Full exercisability of this option and full vesting of the Shares subject to this option, followed by the cancellation of this option.
The full exercisability of this option and full vesting of the Shares subject to this option may be contingent on the closing of such
merger or consolidation. The Optionee shall be able to exercise this option during a period of not less than five full business days
preceding the effective date of such merger or consolidation, unless (A) a shorter period is required to permit a timely closing of such
merger or consolidation and (B) such shorter period still offers the Optionee a reasonable opportunity to exercise this option. Any exercise
of this option during such period may be contingent on the closing of such merger or consolidation.
(v)
The cancellation of this option and a payment to the Optionee equal to the excess of (A) the Fair Market Value of the Shares subject
to this option as of the effective date of such merger or consolidation over (B) the Exercise Price of this option. Such payment shall
be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal
to the required amount. Subject to Section 409A of the Code, such payment may be made in installments and may be deferred until the date
or dates when this option would have become exercisable or such Shares would have vested. The amount of such payment initially shall
be calculated without regard to whether or not this option is then exercisable or such Shares are then vested. However, such payment
may be subject to vesting based on the Optionee’s continuing Service, provided that the vesting schedule shall not be less favorable
to the Optionee than the schedule under which this option would have become exercisable or such Shares would have vested. In addition,
any escrow, holdback, earnout or similar provisions in the agreement of merger or consolidation may apply to such payment to the same
extent and in the same manner as such provisions apply to the holders of Shares. If the Exercise Price of the Shares subject to this
option exceeds the Fair Market Value of such Shares, then this option may be cancelled without making a payment to the Optionee. For
purposes of this Paragraph (v), the Fair Market Value of any security shall be determined without regard to any vesting conditions that
may apply to such security.
(c)
Reservation of Rights. Except as provided in this Section 12, the Optionee shall have no rights by reason of (i) any subdivision
or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number
of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of
stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price
of Shares subject to this option. The grant of this option shall not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate,
sell or transfer all or any part of its business or assets.
SECTION
13. MISCELLANEOUS PROVISIONS.
(a)
Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder with
respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such
Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5.
(b)
No Retention Rights. Nothing in this option shall confer upon the Optionee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing
or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at
any time and for any reason, with or without cause.
(c)
Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal
delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or (iii)
deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive
office and to the Optionee at the address that he or she most recently provided to the Company in accordance with this Subsection (c).
(d)
Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver
or discharge is agreed to in writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee).
No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall
be considered a waiver of any other condition or provision or of the same condition or provision at another time.
(e)
Entire Agreement. The Notice of Stock Option Grant and this Agreement constitute the entire contract between the parties hereto
with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written
and whether express or implied) that relate to the subject matter hereof.
(f)
Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, as such
laws are applied to contracts entered into and performed in such State.
SECTION
14. PRE-EXERCISE INFORMATION REQUIREMENT
(a)
Application of Requirement. This Section 14 shall apply only during a period that (i) commences when the Company begins to rely on
the exemption described in Rule 12h-1(f)(1) under the Exchange Act, as determined by the Company in its sole discretion, and (ii) ends
on the earlier of (A) the date when the Company ceases to rely on such exemption, as determined by the Company in its sole discretion,
or (B) the date when the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. In addition,
this Section 14 shall in no event apply to the Optionee after he or she has fully exercised this option.
(b)
Scope of Requirement. The Company shall provide to the Optionee the information described in Rule 701(e)(3), (4) and (5) under the
Securities Act. Such information shall be provided at six-month intervals, and the financial statements included in such information
shall not be more than 180 days old. The foregoing notwithstanding, the Company shall not be required to provide such information unless
the Optionee has agreed in writing, on a form prescribed by the Company, to keep such information confidential.
SECTION
15. ACKNOWLEDGEMENTS OF THE OPTIONEE.
(a)
Tax Consequences. The Optionee agrees that the Company does not have a duty to design or administer this option or its other compensation
programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or
its Board of Directors, officers or employees related to tax liabilities arising from this option or the Optionee’s other compensation.
In particular, the Optionee acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price is at least
equal to the Fair Market Value per Share on the Date of Grant. Since Shares are not traded on an established securities market, the determination
of their Fair Market Value is made by the Board of Directors or by an independent valuation firm retained by the Company. The Optionee
acknowledges that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and the Optionee
shall not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue
Service asserts that the valuation was too low.
(b)
Electronic Delivery of Documents. The Optionee agrees to accept by email all documents relating to the Company, this option and
all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that
may be required by the Securities and Exchange Commission). The Optionee also agrees that the Company may deliver these documents by
posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents
on a website, it shall notify the Optionee by email of their availability. The Optionee acknowledges that he or she may incur costs in
connection with electronic delivery, including the cost of accessing the internet and printing fees, and that an interruption of internet
access may interfere with his or her ability to access the documents. This consent shall remain in effect until this option expires or
until the Optionee gives the Company written notice that it should deliver paper documents.
(c)
No Notice of Expiration Date. The Optionee agrees that the Company and its officers, employees, attorneys and agents do not have
any obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of whether this option will
expire at the end of its full term or on an earlier date related to the termination of the Optionee’s Service. The Optionee further
agrees that he or she has the sole responsibility for monitoring the expiration of this option and for exercising this option, if at
all, before it expires. This Subsection (c) shall supersede any contrary representation that may have been made, orally or in writing,
by the Company or by an officer, employee, attorney or agent of the Company.
SECTION
16. DEFINITIONS.
(a)
“Agreement” shall mean this Stock Option Agreement.
(b)
“Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee
has been appointed, such Committee.
(c)
“Code” shall mean the Internal Revenue Code of 1986, as amended.
(d)
“Committee” shall mean a committee of the Board of Directors. Each committee shall consist of one or more members
of the Board of Directors who have been appointed by the Board of Directors. Each committee shall have such authority and be responsible
for such functions as the Board of Directors has assigned to it. Any reference to the Board of Directors in this Agreement shall be construed
as a reference to the Committee (if any) to whom the Board of Directors has assigned a particular function.
(e)
“Company” shall mean American Noble Gas, Inc., a Nevada corporation.
(f)
“Consultant” shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant
or advisor, excluding Employees and Outside Directors.
(g)
“Date of Grant” shall mean the date of grant specified in the Notice of Stock Option Grant, which date shall be the
later of (i) the date on which the Board of Directors resolved to grant this option or (ii) the first day of the Optionee’s Service.
(h)
“Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment.
(i)
“Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.
(j)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(k)
“Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of this option, as specified
in the Notice of Stock Option Grant.
(l)
“Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith.
Such determination shall be conclusive and binding on all persons.
(m)
“Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships.
(n)
“ISO” shall mean an employee incentive stock option described in Section 422(b) of the Code.
(o)
“Notice of Stock Option Grant” shall mean the document so entitled to which this Agreement is attached.
(p)
“NSO” shall mean a stock option not described in Section 422(b) or 423(b) of the Code.
(q)
“Optionee” shall mean the person named in the Notice of Stock Option Grant.
(r)
“Outside Director” shall mean a member of the Board of Directors who is not an Employee.
(s)
“Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
(t)
“Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option
is being exercised.
(u)
“Repurchase Period” shall mean a period of 90 consecutive days commencing on the date when the Optionee’s Service
terminates for any reason, including (without limitation) death or disability.
(v)
“Restricted Share” shall mean a Share that is subject to the Right of Repurchase.
(w)
“Right of First Refusal” shall mean the Company’s right of first refusal described in Section 8.
(x)
“Right of Repurchase” shall mean the Company’s right of repurchase described in Section 7.
(y)
“Securities Act” shall mean the Securities Act of 1933, as amended.
(z)
“Service” shall mean service as an Employee, Outside Director or Consultant.
(aa)
“Share” shall mean one share of Stock, as adjusted in accordance with Section 12 of this Agreement (if applicable).
(bb)
“Stock” shall mean the Common Stock of the Company.
(cc)
“Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with
the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain.
(dd)
“Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired
under this Agreement.
(ee)
“Transfer Notice” shall mean the notice of a proposed transfer of Shares described in Section 8.
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