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 25, 2015
ONLINE DISRUPTIVE TECHNOLOGIES,
INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-54394 | 27-1404923 |
| (State or other jurisdiction | (Commission File | (IRS Employer |
| of incorporation) | Number) | Identification No.) |
3120 S. Durango Dr. Suite 305, Las Vegas, Nevada
89117
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (702) 579-7900
Not Applicable
(Former name or former
address, if changed since last report)
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:
[ ] 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))
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 25, 2015 we executed four Board of Advisors Consulting Agreements and appointed four individuals to our Board of Advisors committee. Consideration for acting as advisors will be the grant of an aggregate amount of 1,730,000 stock options exercisable into shares of our company’s common stock at a price of $0.20 per options share. 1,610,000 of the aggregate options expire seven years from the date of issuance and 120,000 of the options expire in six years from the date of issuance. All such options vest as to one-third each year over three years starting one year after the date of grant. The options are subject to our company’s 2013 stock option plan.
In addition, one of the consultants will be paid a monthly consulting fee of $2,000, and all advisors will be reimbursed for out-of-pocket expenses incurred for carrying out their advisory services.
The consulting agreements are for an indefinite period unless terminated by either party with 30 days advance written notice to the other party.
We issued 120,000 stock options to one U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended ) and we relied on the exemption from the registration requirements provided for in Section 4(2) of the Securities Act of 1933, as amended .
We issued 1,610,000 stock options to three non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended ) in offshore transactions in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended .
A copy of the agreements are attached as exhibits to this current report on Form 8-K.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information required by this Item 3.02 is included under Item 1.01 of this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
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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.
ONLINE DISRUPTIVE TECHNOLOGIES, INC.
By:
/s/ Giora Davidovits
Giora Davidovits
President, Chief Executive Officer, Secretary,
Treasurer and Chief
Financial Officer
Dated: August 26, 2015
ONLINE DISRUPTIVE TECHNOLOGIES, INC. BOARD OF ADVISORS CONSULTING AGREEMENT
THIS BOARD OF ADVISORS AGREEMENT (“Agreement”) is effective __________________, 20_____between ONLINE DISRUPTIVE TECHNOLOGIES, INC. , a corporation with offices at , 3120 S. Durango Drive, Ste. 305 Las Vegas NV 89117-4454 USA (the “Company”) and
__________________________________________
:, with an
address at
______________________________________________________________________(the
“
Advisor
”).
NOW THEREFORE THIS AGREEMENT WITNESSES as follows:
1.1 Appointment of Advisor . The Company hereby appoints the Advisor to the Company’s Board of Advisors (the “ Board of Advisors ”). The Advisor will advise the Company from time to time on issues as requested by the Company. The Advisor will make himself reasonably available at the Company’s request and upon his agreement, to attend meetings or for conversations to discuss the business of the Company.
1.2 Compensation . As compensation for providing such consulting services to the Company pursuant to this Agreement, the Company agrees
| (a) |
to grant ______________options to acquire restricted shares (the “ Shares ”) to the Advisor to be vested as to one third of such options at the end of each year of advisory service. The options will be granted pursuant to a Stock Option Agreement to be provided by the Company, with the exercise price for such options being the $ __________ per share. The options will be exercisable for 7 years subject to the terms of this Agreement and the stock option agreement; |
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| (b) |
(optional) Future stock option grants may be made annually to the Advisor in the discretion of the Company’s board and will be priced at the closing price per share of the Company’s stock on the stock exchange on which the Company’s stock is listed for trading on the date of option grant,. The options will be governed by the Company’s stock option plan and will vest per the stock option plan to be adopted by the Company; and |
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(optional) to pay to the Advisor $ _______ per hour for in person meetings and $ ______per hour for conference call meetings or written work requested by the Company (the “ Fees ”). |
1.3 Expenses. In addition to the Shares and Fees granted pursuant to this Agreement, the Company will reimburse the Advisor expenses incurred directly or indirectly by the Advisor in carrying out the consulting services pursuant to this Agreement. The Advisor will ensure that he will obtain the Company’s prior approval for any such expenses before they are incurred.
1.4 Advisor’s Acknowledgements . The Advisor acknowledges that the Shares may not be registered under the laws of any country, including the United States Securities Act of 1933 (the “ 1933 Act ”), or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons, except in accordance with the provisions of Regulation S under the 1933 Act, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and only in accordance with all applicable securities laws. “United States” and “U.S. Person” are as defined by Regulation S under the 1933 Act.
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1.5 Questionnaire and Undertaking and Direction . The Advisor will, regardless of whether the Advisor is a US person or not, complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by the Company or its regulatory authorities, stock exchanges and applicable law with respect to the propriety of issuing stock options to the Advisor.
1.6 Termination . This Agreement will continue in force and effect indefinitely until terminated by either party upon 30 days written notice delivered to the other party for any reason. The Advisor’s vested options will expire 90 days after termination.
1.7 Maintenance of Confidential Information . The Advisor acknowledges that in the course of its appointment hereunder the Advisor may have access to the Company’s confidential information (“ Confidential Information ”). The Advisor acknowledges that Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly, the Advisor covenants and agrees that during the term of this Agreement and thereafter until such time as all the Confidential Information becomes publicly known and/or made generally available through no action or inaction of the Advisor, the Advisor will keep in strict confidence the Confidential Information and shall not, without prior written consent of the Company in each instance, disclose, use or otherwise disseminate the Confidential Information, directly or indirectly, to any third party. The Advisor also agrees not to trade in the securities of the Company while in possession of material information about the Company that has not been publicly disclosed, and will abide by any insider trading policy adopted by the Company.
1.8 Entire Agreement . The parties hereto agree that they have expressed herein their entire understanding and agreement concerning the subject matter of this Agreement and it is expressly agreed that no implied covenant, condition, term or reservation or prior representation or warranty shall be read into this Agreement relating to or concerning the subject matter hereof or any matter or operation provided for herein.
1.9 Laws . Any dispute arising out of the interpretation of this Agreement will be interpreted in accordance with the Laws of Israel. The parties agree that any disputes arising over this Agreement will be brought and determined by the courts located in Tel Aviv, Israel.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.
| ONLINE DISRUPTIVE TECHNOLOGIES, INC. | |
| Per: | |
| Authorized Signatory | |
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| EXECUTED by the Advisor in the presence of: | ) | |
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| Signature of Witness | ) | |
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| Print Name of Witness | ) | |
| ) | x_______________________________________________________________________________________ | |
| Address of Witness | ) | |
| ) | Print name of Advisor | |
| ) | ||
| ) | ||
| Occupation of Witness | ) | |
| ) |
EXHIBIT ‘A’ U.S. ACCREDITED INVESTOR QUESTIONNAIRE
ONLY U.S. ACCREDITED INVESTORS NEED TO SIGN THIS
All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the attached Agreement.
This Questionnaire is for use by each Advisor who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “1933 Act”)). The purpose of this Questionnaire is to assure the Company that each Advisor will meet the standards imposed by the 1933 Act and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Shares will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(6) of the 1933 Act. This Questionnaire is not an offer of the Shares or any other securities of the Company in any state other than those specifically authorized by the Company.
All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Advisor agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of exemption from registration in connection with the issuance of the Shares hereunder.
The Advisor covenants, represents and warrants to the Company that it satisfies one or more of the categories of “Accredited Investors”, as defined by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an “Accredited Investor” which the Advisor satisfies)
| _________ | Category 1 |
An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000; |
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| _________ |
Category 2 |
A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000, excluding the value of the primary residence of such person(s) and the related amount of indebtedness secured by the primary residence up to its fair market value; |
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| _________ |
Category 3 |
A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; |
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Category 4 |
A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors; |
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| _________ | Category 5 |
A private business development company as
defined in Section 202(a)(22) of the
Investment Advisers Act of 1940
(United States);
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| _________ | Category 6 |
A director or executive officer of the Company;
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| _________ | Category 7 |
A trust with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring the Shares,
whose purchase is directed by a sophisticated person as described in Rule
506(b)(2)(ii) under the 1933 Act;
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| _________ | Category 8 |
An entity in which all of the equity owners
satisfy the requirements of one or more of the foregoing categories;
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Note that the Advisor claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the Advisor’s status as an Accredited Investor.
If the Advisor is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity:
The Advisor hereby certifies that the information contained in this Questionnaire is complete and accurate and the Advisor will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Advisor represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.
IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the _______day of _________________, _______.
| If a Corporation, Partnership or Other Entity: | If an Individual: | ||
| Print of Type Name of Entity | Signature | ||
| Signature of Authorized Signatory | Print or Type Name | ||
| Type of Entity | Social Security/Tax I.D. No. |
ONLINE DISRUPTIVE TECHNOLOGIES, INC.
SHARE OPTION GRANT
(
time vesting
where continued employment)
You have been granted the following option (the “ Option ”) to purchase Ordinary Shares par value US 0.001 each (the “ Shares ”) of Online Disruptive Technologies, Inc. (the “ Company ”), pursuant and subject to the terms and conditions of the Company’s 2013 Stock Incentive Plan, a copy of which is attached hereto as Exhibit A (as amended, the “ Plan ”), the Israel Appendix to the Plan, where applicable, and the additional terms and conditions contained herein.
| Name of Grantee | |
| (the “ Grantee ”): | |
| Date of Option Grant | |
| (“ Date of Grant ”): | |
| Type of Option Award | ____ Incentive Stock Option (U.S.) |
| ( check one ): | ____ Nonqualified Stock Option (U.S.) |
| ____ 102 Capital Gains Track Option Award (with Trustee) (Israel) | |
| ____ 102 Ordinary Income Track Option Award (with Trustee) (Israel) | |
| ____ 102 Non-Trustee Option Award (Israel) | |
| ____ 3(9) Option Award (Israel) | |
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Other
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| Exercise Price Per Share | |
| (“ Exercise Price ”): | (US$) |
| Number of Shares subject to | |
| Option (the “ Options ”): | |
| Vesting Commencement Date: | |
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Vesting Schedule: |
One-third of the Options vest at the end of each year of advisory service. Unvested Options may not be exercised. |
| Expiration Date: | |
| ( the date determined in accordance with and subject to Section 6 of this Notice and the provisions of the Plan ) |
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Additional Terms and Conditions .
Capitalized terms used but not defined herein shall have the meaning assigned to them in the Plan. By your signature below and the signature of the Company’s authorized representative below, you and the Company agree that the Options are granted under and governed by the terms and conditions of the Plan, a copy of which is attached hereto as Exhibit A and made an integral part of this Notice. While certain terms and conditions are included in this Notice, such terms and conditions shall not in any way derogate from the applicability of all other terms and conditions set forth in the Plan, and therefore, you are urged to review the entire Plan and make yourself familiar with the terms and conditions of the Plan. The Grantee, by its signature below, hereby confirms that he/she has had an adequate opportunity to review the terms of the Option grant, including, the Plan, this Notice, the Trust Agreement and any other documents ancillary thereto and, if she/he so desires, to seek advice of legal counsel.
To the extent a 102 Option Award is designated above, you declare and acknowledge: (i) that you fully understand that Section 102 of the Israeli Income Tax Ordinance and the rules and regulations enacted thereunder apply to the Options specified in this Notice and to you, and (ii) that you understand the provisions of Section 102, the tax track chosen and the implications thereof. With respect to Options granted under Section 102, the terms of such Options shall also be subject to the terms of the Trust Agreement made between the Company and the Trustee for the benefit of the Grantee, as well as the requirements of the Israeli Income Tax Commissioner. The grant of Options is conditioned upon the Grantee signing all documents requested by the Company or the Trustee, in accordance with and under the Trust Agreement. A copy of the Trust Agreement is available for the Grantee’s review, during normal working hours, at Company’s offices .
Notwithstanding anything to the contrary, including the indication under “Type of Option Award” above, the Company shall be under no duty to ensure, and no representation or commitment is made, that the Option qualifies or will qualify under any particular tax treatment (such as Section 102, ISO or any other treatment), nor shall the Company be required to take any action for the qualification of any Option under such tax treatment. The Company shall have no liability of any kind or nature in the event that, for any reason whatsoever, an Option does not qualify for any particular tax treatment.
In the event of any inconsistency or contradiction between any of the terms of this Notice and the provisions of the Plan, the terms and provisions of this Notice letter shall prevail.
1. No Disposition of Options . The Options and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise), except under the laws of descent, and shall not be subject to sale under execution, attachment, levy or similar process (each of the foregoing, a “ Transfer ”).
2. Restriction on Disposition of Shares .
(a) Articles of Association/Bylaws . Shares issued upon exercise of Options shall be subject to the Articles of Association and Bylaws of the Company, any shareholders agreement applicable to all or substantially all of the Company's holders of Shares (regardless of whether or not the Grantee is party to such shareholders agreement) and any other governing documents of the Company, including all policies, manuals and internal regulations adopted by the Company from time to time, in each case, as may be amended from time to time, including, without limitation, any provisions included therein concerning restrictions or limitations on transferability of Shares (such as, but not limited to, right of first refusal and lock up/market stand-off) or grant of any rights with respect thereto and any provisions concerning a restrictions on the use of inside information and other provisions deemed by the Company to be appropriate in order to ensure compliance with applicable laws, statutes and regulations. By exercising an Award the Grantee is deemed to have undertaken to comply with all the foregoing provisions included in such Articles of Association, governing documents, policies, manuals and internal regulations.
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(b) Waiver . As a material precondition to the Company’s grant and issuance of Options and Shares under the Plan, the Grantee hereby irrevocably waives any right of first refusal, preemptive, co-sale, participation rights or other similar rights with respect to any Transfer of any shares in the Company by other shareholder or the issuance of securities by the Company, if such right was so provided in any agreement between the Company and its shareholders in general or in the Articles of Association or any other governing document of the Company. The Grantee acknowledges and agrees that the Company and its shareholders are entitled to rely on this irrevocable waiver.
(c) Additional Shares or Substituted Securities . In the event of the declaration of a share dividend (bonus shares), a share split, a reverse share split, a reorganization (which may include a combination or exchange of shares), a consolidation, a spin-off or other corporate divestiture or division, a recapitalization, a reclassification or other similar occurrence affecting the Company’s outstanding securities without receipt of consideration (or in consideration for the par value), any new, substituted or additional securities or other property (other than as an ordinary cash dividend) distributed by reason of such occurrence with respect to any Shares which are subject to this Section 2, or into which such Shares thereby become convertible, shall immediately be subject to this Section2. Appropriate adjustments to reflect the distribution of such securities or other property shall be made to the number and/or class of Shares subject to this Section 2. The terms and conditions contained herein and in the Plan in respect of the Options and/or the Shares shall apply to any new, substituted or additional securities or other property resulting from the above adjustments.
3. Exercise Procedures . The Grantee or the Grantee’s representative may exercise Options by giving a signed written notice to the Company, attention: Company Secretary. The notice shall specify the election to exercise Options, the number of Shares for which it is being exercised and the form of payment. In the event that Options are being exercised by the representative of the Grantee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise such Options. The Grantee or the Grantee’s representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible hereunder for the full amount of the Exercise Price.
After receiving a proper notice of exercise, the Company shall cause to be issued a certificate or certificates for the Shares as to which the Options have been exercised, registered in the name of the person exercising such Options. All certificates evidencing Shares acquired pursuant to the grant of an Option under the Plan shall bear such legend as determined by the Company. In the case of 102 Options Award (with Trustee) exercised during the Required Holding Period, the Shares issued upon exercise shall be issued to and in the name of the Trustee on behalf of Grantee, and shall be held by the Trustee in trust on behalf of Grantee. In the case of 102 Option Award (with Trustee) exercised after the Required Holding Period, the Shares issued upon the exercise shall be issued either in the name of the Trustee or the Grantee, at the election of Grantee; provided, however , that in the event the Grantee elects to receive the Shares directly to his/her possession, the issuance thereof shall be subject to the payment of any and all applicable taxes by the Grantee. The Grantee shall have no rights as a shareholder with respect to any Shares subject to Options until the Grantee receives such Shares following the filing of a notice of exercise and paying the Exercise Price in accordance herewith.
In the event that the Company or, with respect to 102 Option Awards (with Trustee), the Trustee, determines that it is required to withhold any tax as a result of the exercise of Options, the Grantee, as a condition to the exercise of Options, shall make arrangements satisfactory to the Company and the Trustee, if applicable, to enable it to satisfy all withholding requirements. The Grantee shall also make arrangements satisfactory to the Company and the Trustee, if applicable, to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares acquired pursuant to the grant of an Option under the Plan. Furthermore, the Grantee shall indemnify the Company and the Trustee, if applicable, and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to withholding.
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4. Payment of Exercise Price . The Exercise Price shall be paid in cash or in such other manner as determined by the Company in accordance with the Plan. If Shares are publicly traded, all or part of the Exercise 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 or the Trustee.
5. Irrevocable Proxy . As a material precondition to the Company’s issuance of Options and Shares under the Plan, the Grantee hereby executes an irrevocable proxy in the form attached hereto as Exhibit B , appointing as the Grantee’s proxy, the Chairman of the Board of the Company or any other person designated by the Board or the Committee with power of delegation, until immediately after the listing for trading on a stock exchange or market or trading system of the Company’s (or the Successor Corporation’s) shares. So long as any such Shares are held by a Trustee and, unless the Trustee shall be directed otherwise by the Board or the Committee, then subject to the terms of the Trust Agreement, such Shares shall be voted exclusively by the Trustee, or any other person designated by the Board or the Committee. The Trustee, may, subject to the Trust Agreement, execute an irrevocable proxy appointing any person designated by the Board or the Committee as its proxy with power of delegation. Any transfer of Shares from the Trustee to the Grantee shall be conditioned upon the execution by the Grantee of an irrevocable proxy, in the form attached hereto as Exhibit B . The provisions of this Section shall apply to the Grantee and to any purchaser, assignee or transferee of any Shares.
6. Term and Expiration . The Options shall expire on the earlier of the expiration date set forth in this Notice and the date which is 5 years after the Date of Grant (five years after the Date of Grant if this option is designated as an Incentive Stock Option in this Notice and the Grantee is a Ten Percent Shareholder as defined in the Plan). If the Grantee’s Service terminates for any reason, then this Option shall expire in accordance with the provisions of the Plan.
7. Tax Consultation .
THE GRANTEE IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING OPTIONS HEREUNDER. THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE GRANTEE ON SUCH MATTERS, WHICH SHALL REMAIN SOLELY THE RESPONSIBILITY OF THE GRANTEE.
In case of Incentive Stock Options, adjustments made pursuant to the Plan with respect to Incentive Stock Options could constitute a “modification” of such Incentive Stock Options (as that term is defined in Section 424(h) of the Code) or could cause adverse tax consequences for the Grantee and the Grantee should consult with his or her tax advisor regarding the consequences of such “modification” on his or her income tax treatment with respect to the Incentive Stock Option.
- Signature Pages Following -
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IN WITNESS WHEREOF, the parties have duly executed and delivered this NOTICE OF SHARE OPTION GRANT as of the date last written below.
| Grantee: | Online Disruptive Technologies, Inc. | |||
| Name: | Name: | |||
| ID no.: | Title: | |||
| Date: | Date: | |||
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EXHIBIT A
THE PLAN
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EXHIBIT B
ONLINE DISRUPTIVE TECHNOLOGIES, INC.
(the “ Company ”)
IRREVOCABLE PROXY
I, the undersigned, hereby irrevocably appoints, until immediately after the listing for trading on a stock exchange or market or trading system of the Company’s (or the Successor Corporation’s) shares (as such term is defined under the 2013 Share Incentive Plan of the Company (the “ Plan ”)), the Chairman of the Board of the Company or any other director of the Company designated by the Board of the Company, with full power of substitution, as my proxy to: (i) cause any number of shares, of any class, of the Company owned by me or by the Trustee (as defined in the Plan) on my behalf, at any time and from time to time, and as may be adjusted (the “ Shares ”), to be counted as present at any and all general, special or class meetings of the Company’s shareholders; (ii) represent me and to vote in my name at any and all general, special or class meetings of the shareholders of the Company, however called, in respect of the Shares, (iii) sign and execute on my behalf any written resolutions of the shareholders of the Company, or any class thereof, in respect of the Shares, (iv) exercise or fail to exercise, in the proxyholder’s sole and absolute discretion, any rights or obligations attached to any and all Shares, and sign on my behalf any document or instrument relating to such rights or obligations, including, without limitation, shareholders agreements, documents concerning rights of bring along, tag along, first refusal, preemptive rights, co-sale rights, information rights, registration rights and any other rights, if any, whether included in the incorporation documents of the Company or any other document or instrument as shall be from time to time, provided however, that such exercise does not impose on the undersigned any monetary liability; and (iv) receive all notices and communications with respect to the above.
As long as this proxy is in effect, any and all voting rights I may have with respect to the Shares shall be exercised exclusively by this proxy. The undersigned hereby revokes any proxy(ies) heretofore given in respect of the Shares to any person(s) and agrees not to give any other proxies in derogation or preventing the undersigned from complying with its obligations hereof, until such time as this proxy is no longer in full force and effect.
The undersigned acknowledge and agree that this proxy shall be irrevocable and is a special power of attorney coupled with an interest sufficient in law to support an irrevocable power and shall survive the bankruptcy, death, adjudication of incompetence or the like of undersigned. This proxy shall survive the transfer of Shares, until duly replaced by a similar power of attorney executed by the transferee. The Company is an intended third party beneficiary of this proxy.
IN WITNESS WHEREOF, the undersigned has executed this IRREVOCABLE PROXY as of the date written below.
| Signature: | |
| Printed Name: | |
| ID number: | |
| Date: |