exv10w4



 





Exhibit 10.4




GO2MARKET.COM INCORPORATED



INCENTIVE STOCK OPTION AGREEMENT NUMBER 2000/50




     This Incentive Stock Option Agreement Number 2000/50 (the “Agreement”) dated October 15, 2004
(the “Grant Date”) is by and between Go2Market.Com Incorporated, a Minnesota corporation (the
“Company”), and Howard Stewart (the “Optionee”).



RECITALS




     WHEREAS, the Company desires to provide additional incentive to certain of its employees to
continue in the employ of the Company, and to further reward them for their contributions to date;



     WHEREAS, the Company’s Board of Directors has adopted a stock option plan providing for the
grant of incentive stock options known as the 2000 Stock Option Plan (the “Plan”);



     WHEREAS, the Company’s Board of Directors authorized the grant of this incentive stock option
to the Optionee.



     NOW, THEREFORE, in consideration of the above recitals and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, it is agreed as follows:



     1. Recitals. The above recitals are true and correct and constitute a part of this
Agreement.



     2. Grant of Option. The Company hereby grants to the Optionee, on the date of this
Agreement, an option to purchase 75,000 shares of Common Stock of the Company (the “Shares”) at an
exercise price of $0.50 per share, subject to the terms and conditions contained herein, and
subject only to adjustment in such number of shares and such exercise price as provided in Section
12 of the Plan. Optionee’s exercise of this option shall be subject to the $100,000 limitation
described in Section 9(d) of the Plan.



     3. Vesting of Option Rights. This option shall be exercisable (“vested”) in full as
of the Grant Date.



     4. Term of Option. Unless terminated earlier under the provisions of Paragraphs 12 or
13 below, this option shall terminate as of the close of the business on October 14, 2014 (the
“Termination Date”).



     5. Personal Exercise by Optionee. This option shall, during the lifetime of the
Optionee, be exercisable only by said Optionee and shall not be transferable by the Optionee, in
whole or in part, other than by will or by the laws of descent and distribution. In the event the
employment of the Optionee shall be terminated for any reason whatsoever, other than by reason of
death, the Optionee may at any time within three months of such termination exercise this option,
but only to the extent the Shares were exercisable by the Optionee on the date of termination of
his or her employment; provided, however, that in the event of termination for



 









 







cause, this option shall terminate immediately upon such termination of employment. “Cause” shall
mean willful misconduct by the Optionee or willful failure by the Optionee to perform his or her
responsibilities to the Company (including, without limitation, breach by the Optionee of any
provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar
agreement between the Optionee and the Company), as determined by the Company, which determination
shall be conclusive. The Optionee shall be considered to have been discharged for “Cause” if the
Company determines, within 30 days after the Optionee’s resignation, that discharge for cause was
warranted.



     6. Manner of Exercise of Option. The option rights hereunder are to be exercised by
the Optionee by giving written notice to the Company of an election to exercise such rights. Such
notice shall specify the number of shares to be purchased hereunder and shall be accompanied by
payment of the full purchase price for the shares being purchased. Such notice (and payment of
the purchase price) shall be delivered to the Company at its principal place of business. This
option shall be considered exercised, in whole or in part, at the time the Company receives such
notice. Upon receipt of such notice and purchase price, and subject to the provisions of Paragraph
10 below, the Company shall make prompt delivery to the Optionee of certificates for the shares so
purchased. Payment for the shares being purchased may be made in the form of cash, certified
check, previously acquired shares of Common Stock of the Company, any combination thereof, or any
other form of consideration permitted by the Plan. Any shares of Common Stock so tendered as part
of such payment shall be valued at its then “fair market value” as provided in the Plan. All
requisite original issue or transfer documentary stamp taxes shall be paid by the Company. The
Optionee may purchase less than the number of shares covered hereby, provided that no partial
exercise of this option may be for any fractional share or for fewer than ten whole shares.



     7. Rights as a Shareholder. The Optionee hereunder shall have no rights as a
shareholder with respect to any shares covered by this option until the date of the issuance of a
stock certificate for such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property), distributions or other rights for
which the record date is prior to the date such stock certificate is issued, except as provided in
Section 12 of the Plan.



     8. Stock Option Plan. The options evidenced by this Agreement are granted pursuant to
the Plan, a copy of which Plan is attached hereto or has been made available to the Optionee and is
hereby made a part of this Agreement. This Agreement is subject to and in all aspects limited and
conditioned as provided in the Plan. The Plan governs the options granted under this Agreement and
the Optionee, and in the event of any question as to the construction of this Agreement or of a
conflict between the Plan and this Agreement, the Plan shall govern except as otherwise required
under state or federal law.



     9. Withholding Taxes on Disqualifying Disposition by Optionee. In the event of a
“disqualifying disposition” within the meaning of Section 422 of the Internal Revenue Code of 1986
of any shares purchased hereunder by the Optionee, Optionee hereby agrees to inform the Company of
such disposition. Upon notice of a disqualifying disposition or upon independently learning of
such a disposition, the Company shall withhold from whatever payments are due



2









 







Optionee appropriate state and federal income taxes as the Company determines may be required by
law. In the event the Company is unable to withhold such taxes, for whatever reason Optionee
hereby agrees to pay to the Company an amount equal to the amount the Company would otherwise be
required to withhold under state or federal law.



     10. Investment Purpose. The Company requires as a condition to the grant and exercise
of the options hereunder that any stock acquired pursuant to such options be acquired for
investment only, and may not be sold or disposed of (i) within two years from the date of the
granting of the options under which such shares of Common Stock were acquired, (ii) within one year
after the exercise of such options, and (iii) unless there is an effective registration statement
covering such disposition under the Securities Act, and effective registrations and qualifications
under applicable state securities laws, or exemptions from such registration or qualifications
under the Act and state securities laws are applicable. In this regard, if requested by the
Company, the Optionee, prior to the acquisition of any shares pursuant to the options hereunder,
shall execute an investment letter to the effect that the Optionee is acquiring shares pursuant to
the option for investment purposes only and not with the intention of making any distribution of
such shares and will not dispose of the shares in violation of the applicable federal and state
securities laws.



     11. Agreement in Connection with Public Offering. The Optionee agrees, in connection
with the initial underwritten public offering of the Company’s securities pursuant to a
registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant
any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the
Optionee (other than those shares included in the offering) without the prior written consent of
the Company or the underwriters managing such initial underwritten public offering of the Company’s
securities for a period of 180 days from the effective date of such registration statement, and
(ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the
managing underwriters at the time of such offering.



     12. Death of Optionee. If the Optionee dies while in the employ of the Company, the
options hereunder shall terminate on the earlier of (i) the close of business on the one-year
anniversary date of the Optionee’s death, or (ii) the Termination Date. In such period following
the Optionee’s death, the options granted under this Agreement may be exercised by the person or
persons to whom the Optionee’s rights under this Agreement shall have passed by the Optionee’s will
or by the laws of descent and distribution only to the extent such options were exercisable on the
date of death but had not previously been exercised.



     13. Recapitalizations, Sales, Mergers, Exchanges, Consolidations and Liquidations. In
the event of a stock dividend or stock split, the number of shares of Common Stock and the option
exercise price shall be adjusted as provided in Section 12 of the Plan. Similarly, in the event of
a sale, merger, exchange, consolidation or liquidation of the Company, the options granted under
this Agreement shall be adjusted as provided in Section 12 of the Plan.



     14. Scope of Agreement. This Agreement shall bind and inure to the benefit of the
Company and its successors and assigns and the Optionee and any successor or successors of the
Optionee permitted by Paragraph 5 hereof.



3









 





     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer as of the Grant Date.



	 	 	 	 	 
	 	GO2MARKET.COM INCORPORATED

 	 
	 	By:  	/s/ William C. Jackson, Jr.
 	 
	 	 	William C. Jackson, Jr. 	 
	 	 	Chief Executive Officer 	 



4









 






	 	 	 	 	 



OPTIONEE’S ACCEPTANCE





     The undersigned hereby accepts the foregoing option and agrees to the terms and conditions
thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2000 Stock Option
Plan.



	 	 	 	 	 
	 	 	OPTIONEE:
	 
	 	 	 	 
	 	 	/s/ Howard D. Stewart
	 	 	 
	 

	 	Address:
	 	1580 Sviskon Way
	 

	 	 	 	Idaho Falls, ID 83402






 









 






NOTICE OF STOCK OPTION EXERCISE




Date:                     




Go2Market.Com Incorporated

230 Commerce Way

Suite 325

Portsmouth, NH 03801



Attention: Treasurer



Dear Sir or Madam:




     I am the holder of an Incentive Stock Option granted to me under the Go2Market.Com
Incorporated (the “Company”) 2000 Stock Option Plan on
________________ for the purchase of _____________
shares of Common Stock of the Company at a purchase price of $  per share.



     I
hereby exercise my option to purchase _________________ shares of Common Stock (the “Shares”), for
which I have enclosed [insert method of payment] in the
amount of $________________. Please register my
stock certificate as follows:



	 	 	 	 	 	 	 
	 

	 	Name(s):
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Tax I.D. #:	 	 	 	 
	 

	 	 	 	 	 	 





     I represent, warrant and covenant as follows:


1. I am purchasing the Shares for my own account for investment only, and not with a view to, or
for sale in connection with, any distribution of the Shares in violation of the Securities Act of
1933, as amended (the “Securities Act”), or any rule or regulation under the Securities Act.



2. I have had such opportunity as I have deemed adequate to obtain from representatives of the
Company such information as is necessary to permit me to evaluate the merits and risks of my
investment in the Company.



3. I have sufficient experience in business, financial and investment matters to be able to
evaluate the risks involved in the purchase of the Shares and to make an informed investment
decision with respect to such purchase.



4. I can afford a complete loss of the value of the Shares and am able to bear the economic risk of
holding such Shares for an indefinite period.




 









 







5. I understand that (i) the Shares have not been registered under the Securities Act and are
“restricted securities” within the meaning of Rule 144 under the Securities Act, (ii) the Shares
cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under
the Securities Act or an exemption from registration is then available; (iii) in any event, the
exemption from registration under Rule 144 will not be available for at least one year and even
then will not be available unless a public market then exists for the Common Stock, adequate
information concerning the Company is then available to the public, and other terms and conditions
of Rule 144 are complied with; and (iv) there is now no registration statement on file with the
Securities and Exchange Commission with respect to any stock of the Company and the Company has no
obligation or current intention to register the Shares under the Securities Act.



Very truly yours,



 




(Signature)





 









 








GO2MARKET.COM INCORPORATED

INCENTIVE STOCK OPTION AGREEMENT NUMBER 2000/58




     This Incentive Stock Option Agreement Number 2000/58(the “Agreement”) dated June 1, 2004 (the
“Grant Date”) is by and between Go2Market.Com Incorporated, a Minnesota corporation (the
“Company”), and Terry Christensen (the “Optionee”).



RECITALS




     WHEREAS, the Company desires to provide additional incentive to certain of its employees to
continue in the employ of the Company, and to further reward them for their contributions to date;



     WHEREAS, the Company’s Board of Directors has adopted a stock option plan providing for the
grant of incentive stock options known as the 2000 Stock Option Plan (the “Plan”);



     WHEREAS, the Company’s Board of Directors authorized the grant of this incen tive stock option
to the Optionee.



     NOW, THEREFORE, in consideration of the above recitals and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, it is agreed as follows:



     1. Recitals. The above recitals are true and correct and constitute a part of this
Agreement.



     2. Grant of Option. The Company hereby grants to the Optionee, on the date of this
Agreement, an option to purchase 500,000 shares of Common Stock of the Company (the “Shares”) at an
exercise price of $0.50 per share, subject to the terms and conditions contained herein, and
subject only to adjustment in such number of shares and such exercise price as provided in Section
12 of the Plan. Optionee’s exercise of this option shall be subject to the $100,000 limitation
described in Section 9(d) of the Plan.



     3. Vesting of Option Rights.



     This option shall be exercisable (“vested”) as to 200,000 Shares on the Grant Date (such
shares not vested as of the Grant Date, the “Remaining Shares”), and shall become exercisable as to
(i) 1/6 of the Remaining Shares on December 1, 2004 and (ii) 1/36 of the Remaining Shares on each
one-month anniversary of December 1, 2004 until the three-year anniversary of the Grant Date.



     4. Term of Option. Unless terminated earlier under the provisions of Paragraphs 13 or
14 below, this option shall terminate as of the close of the business on May 31, 2014 (the
“Termination Date” ).



 









 





     5. Personal Exercise by Optionee. This option shall, during the lifetime of the
Optionee, be exercisable only by said Optionee and shall not be transferable by the Optionee, in
whole or in part, other than by will or by the laws of descent and distribution. In the event the
employment of the Optionee shall be terminated for any reason whatsoever, other than by reason of
death, the Optionee may at any time within three months of such termination exercise this option,
but only to the extent the Shares were exercisable by the Optionee on the date of termination of
his or her employment; provided, however, that in the event of termination for cause, this option
shall terminate immediately upon such termination of employment. “Cause” shall mean willful
misconduct by the Optionee or willful failure by the Optionee to perform his or her
responsibilities to the Company (including, without limitation, breach by the Optionee of any
provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar
agreement between the Optionee and the Company), as determined by the Company, which determination
shall be conclusive. The Optionee shall be considered to have been discharged for “Cause” if the
Company determines, within 30 days after the Optionee’s resignation, that discharge for cause was
warranted.



     6. Manner of Exercise of Option. The option rights hereunder are to be exercised by
the Optionee by giving written notice to the Company of an election to exercise such rights. Such
notice shall specify the number of shares to be purchased hereunder and shall be accompanied by
payment of the full purchase price for the shares being purchased. Such notice (and payment of
the purchase price) shall be delivered to the Company at its principal place of business. This
option shall be considered exercised, in whole or in part, at the time the Company receives such
notice. Upon receipt of such notice and purchase price, and subject to the provisions of Paragraph
11 below, the Company shall make prompt delivery to the Optionee of certificates for the shares so
purchased. Payment for the shares being purchased may be made in the form of cash, certified
check, previously acquired shares of Common Stock of the Company, any combination thereof, or any
other form of consideration permitted by the Plan. Any shares of Common Stock so tendered as part
of such payment shall be valued at its then “fair market value” as provided in the Plan. All
requisite original issue or transfer documentary stamp taxes shall be paid by the Company. The
Optionee may purchase less than the number of shares covered hereby, provided that no partial
exercise of this option may be for any fractional share or for fewer than ten whole shares.



     7. Rights as a Shareholder. The Optionee hereunder shall have no rights as a
shareholder with respect to any shares covered by this option until the date of the issuance of a
stock certificate for such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property), distributions or other rights for
which the record date is prior to the date such stock certificate is issued, except as provided in
Section 12 of the Plan.



     8. Acceleration of Options. This option shall vest in full immediately upon (i) the
closing of an initial underwritten public offering of the Company’s securities pursuant to a
registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or (ii)
a Change in Control Event (as defined below).



     A “Change in Control Event” shall mean:



2









 





     (a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”)
of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person
beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more
of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company
entitled to vote generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change in Control Event: (A) any acquisition directly from the
Company, or (B) any acquisition by any corporation pursuant to a Business Combination (as defined
below) which complies with clauses (x) and (y) of subsection (b) of this definition; or



     (b) the consummation of a merger, consolidation, reorganization, recapitalization or share
exchange involving the Company or a sale or other disposition of all or substantially all of the
assets of the Company (a “Business Combination”), unless, immediately following such Business
Combination, each of the following two conditions is satisfied: (x) all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding securities entitled to vote generally in the election
of directors, respectively, of the resulting or acquiring corporation in such Business Combination
(which shall include, without limitation, a corporation which as a result of such transaction owns
the Company or substantially all of the Company’s assets either directly or through one or more
subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring
Corporation”) in substantially the same proportions as their ownership of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such
Business Combination and (y) no Person (excluding any employee benefit plan (or related trust)
maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly
or indirectly, 50% or more of the then-outstanding shares of common stock of the Acquiring
Corporation, or of the combined voting power of the then-outstanding securities of such corporation
entitled to vote generally in the election of directors (except to the extent that such ownership
existed prior to the Business Combination).



     9. Stock Option Plan. The options evidenced by this Agreement are granted pursuant to
the Plan, a copy of which Plan is attached hereto or has been made available to the Optionee and is
hereby made a part of this Agreement. This Agreement is subject to and in all aspects limited and
conditioned as provided in the Plan. The Plan governs the options granted under this Agreement and
the Optionee, and in the event of any question as to the construction of this Agreement or of a
conflict between the Plan and this Agreement, the Plan shall govern except as otherwise required
under state or federal law.



     10. Withholding Taxes on Disqualifying Disposition by Optionee. In the event of a
“disqualifying disposition” within the meaning of Section 422 of the Internal Revenue Code of 1986
of any shares purchased hereunder by the Optionee, Optionee hereby agrees to inform the Company of
such disposition. Upon notice of a disqualifying disposition or upon independently



3









 







learning of such a disposition, the Company shall withhold from whatever payments are due Optionee
appropriate state and federal income taxes as the Company determines may be required by law. In
the event the Company is unable to withhold such taxes, for whatever reason Optionee hereby agrees
to pay to the Company an amount equal to the amount the Company would otherwise be required to
withhold under state or federal law.



     11. Investment Purpose. The Company requires as a condition to the grant and exercise
of the options hereunder that any stock acquired pursuant to such options be acquired for
investment only, and may not be sold or disposed of (i) within two years from the date of the
granting of the options under which such shares of Common Stock were acquired, (ii) within one year
after the exercise of such options, and (iii) unless there is an effective registration statement
covering such disposition under the Securities Act, and effective registrations and qualifications
under applicable state securities laws, or exemptions from such registration or qualifications
under the Act and state securities laws are applicable. In this regard, if requested by the
Company, the Optionee, prior to the acquisition of any shares pursuant to the options hereunder,
shall execute an investment letter to the effect that the Optionee is acquiring shares pursuant to
the option for investment purposes only and not with the intention of making any distribution of
such shares and will not dispose of the shares in violation of the applicable federal and state
securities laws.



     12. Agreement in Connection with Public Offering. The Optionee agrees, in connection
with the initial underwritten public offering of the Company’s securities pursuant to a
registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant
any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the
Optionee (other than those shares included in the offering) without the prior written consent of
the Company or the underwriters managing such initial underwritten public offering of the Company’s
securities for a period of 180 days from the effective date of such registration statement, and
(ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the
managing underwriters at the time of such offering.



     13. Death of Optionee. If the Optionee dies while in the employ of the Company, the
options hereunder shall terminate on the earlier of (i) the close of business on the one-year
anniversary date of the Optionee’s death, or (ii) the Termination Date. In such period following
the Optionee’s death, the options granted under this Agreement may be exercised by the person or
persons to whom the Optionee’s rights under this Agreement shall have passed by the Optionee’s will
or by the laws of descent and distribution only to the extent such options were exercisable on the
date of death but had not previously been exercised.



     14. Recapitalizations, Sales, Mergers, Exchanges, Consolidations and Liquidations. In
the event of a stock dividend or stock split, the number of shares of Common Stock and the option
exercise price shall be adjusted as provided in Section 12 of the Plan. Similarly, in the event of
a sale, merger, exchange, consolidation or liquidation of the Company, the options granted under
this Agreement shall be adjusted as provided in Section 12 of the Plan.



     15. Scope of Agreement. This Agreement shall bind and inure to the benefit of the
Company and its successors and assigns and the Optionee and any successor or successors of the
Optionee permitted by Paragraph 5 hereof.



4









 





     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer as of the Grant Date.



	 	 	 	 	 
	 	GO2MARKET.COM INCORPORATED

 	 
	 	By:  	/s/ William C. Jackson, Jr.
 	 
	 	 	William C. Jackson, Jr. 	 
	 	 	Chief Executive Officer 	 



5









 






	 	 	 	 	 



OPTIONEE’S ACCEPTANCE





     The undersigned hereby accepts the foregoing option and agrees to the terms and conditions
thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2000 Stock Option
Plan.



	 	 	 	 	 
	 	 	OPTIONEE:
	 
	 	 	 	 
	 	 	/s/ Terry B. Christensen
	 	 	 
	 

	 	Address:
	 	543 Beach Pond Road
	 

	 	 	 	Wolfeboro, NH 03894






 









 






NOTICE OF STOCK OPTION EXERCISE




Date:                     




Go2Market.Com Incorporated

230 Commerce Way

Suite 325

Portsmouth, NH 03801




Attention: Treasurer



Dear Sir or Madam:




     I am the holder of an Incentive Stock Option granted to me under the Go2Market.Com
Incorporated (the “Company”) 2000 Stock Option Plan on
_________ for the purchase of _________
shares of Common Stock of the Company at a purchase price of $  per share.



     I
hereby exercise my option to purchase _________ shares of Common Stock (the “Shares”), for
which I have enclosed [insert method of payment] in the amount of $_________. Please register my
stock certificate as follows:



	 	 	 	 	 	 	 
	 

	 	Name(s):
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Tax I.D. #:	 	 	 	 
	 

	 	 	 	 	 	 





     I represent, warrant and covenant as follows:


1. I am purchasing the Shares for my own account for investment only, and not with a view to, or
for sale in connection with, any distribution of the Shares in violation of the Securities Act of
1933, as amended (the “Securities Act”), or any rule or regulation under the Securities Act.



2. I have had such opportunity as I have deemed adequate to obtain from representatives of the
Company such information as is necessary to permit me to evaluate the merits and risks of my
investment in the Company.



3. I have sufficient experience in business, financial and investment matters to be able to
evaluate the risks involved in the purchase of the Shares and to make an informed investment
decision with respect to such purchase.



4. I can afford a complete loss of the value of the Shares and am able to bear the economic risk of
holding such Shares for an indefinite period.



5. I understand that (i) the Shares have not been registered under the Securities Act and are
“restricted securities” within the meaning of Rule 144 under the Securities Act, (ii) the Shares


 









 






cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under
the Securities Act or an exemption from registration is then available; (iii) in any event, the
exemption from registration under Rule 144 will not be available for at least one year and even
then will not be available unless a public market then exists for the Common Stock, adequate
information concerning the Company is then available to the public, and other terms and conditions
of Rule 144 are complied with; and (iv) there is now no registration statement on file with the
Securities and Exchange Commission with respect to any stock of the Company and the Company has no
obligation or current intention to register the Shares under the Securities Act.



Very truly yours,



 




(Signature)





 









 








GO2MARKET.COM INCORPORATED



INCENTIVE STOCK OPTION AGREEMENT NUMBER 2000/75




     This Incentive Stock Option Agreement Number 2000/75 (the “Agreement”) dated October 15, 2004
(the “Grant Date”) is by and between Go2Market.Com Incorporated, a Minnesota corporation (the
“Company”), and Terry B. Christensen (the “Optionee”).



RECITALS




     WHEREAS, the Company desires to provide additional incentive to certain of its employees to
continue in the employ of the Company, and to further reward them for their contributions to date;



     WHEREAS, the Company’s Board of Directors has adopted a stock option plan providing for the
grant of incentive stock options known as the 2000 Stock Option Plan (the “Plan”); and



     WHEREAS, the Company’s Board of Directors authorized the grant of this incentive stock option
to the Optionee.



     NOW, THEREFORE, in consideration of the above recitals and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, it is agreed as follows:



     1. Recitals. The above recitals are true and correct and constitute a part of this
Agreement.



     2. Grant of Option. The Company hereby grants to the Optionee, on the date of this
Agreement, an option to purchase 65,636 shares of Common Stock of the Company (the “Shares”) at an
exercise price of $0.60 per share, subject to the terms and conditions contained herein, and
subject only to adjustment in such number of shares and such exercise price as provided in Section
12 of the Plan. Optionee’s exercise of this option shall be subject to the $100,000 limitation
described in Section 9(d) of the Plan.



     3. Vesting of Option Rights. This option shall be exercisable (“vested”) in full as
of the Grant Date.



     4. Term of Option. Unless terminated earlier under the provisions of Paragraphs 12 or
13 below, this option shall terminate as of the close of the business on October 14, 2014 (the
“Termination Date”).



     5. Personal Exercise by Optionee. This option shall, during the lifetime of the
Optionee, be exercisable only by said Optionee and shall not be transferable by the Optionee, in
whole or in part, other than by will or by the laws of descent and distribution. In the event the
employment of the Optionee shall be terminated for any reason whatsoever, other than by reason of
death, the Optionee may at any time within three months of such termination exercise this option,
but only to the extent the Shares were exercisable by the Optionee on the date of



 









 







termination of his or her employment; provided, however, that in the event of termination for
cause, this option shall terminate immediately upon such termination of employment. “Cause” shall
mean (i) conviction of a felony, or a misdemeanor where imprisonment is imposed, (ii) commission of
any act of theft, fraud or falsification of any employment or Company records in any material way,
(iii) the Optionee’s failure or inability to perform any material reasonable assigned duties after
written notice from the Company of, and a reasonable opportunity to cure, such failure or
inability, or (iv) material breach by the Optionee of any provision of any employment, consulting,
advisory, nondisclosure, non-competition or other similar agreement between the Optionee and the
Company, which breach is not cured within ten (10) days following written notice of such breach.
The Optionee shall be considered to have been discharged for “Cause” if the Company determines,
within 30 days after the Optionee’s resignation, that discharge for cause was warranted. If the
Optionee ceases to be employed by the Company prior to October 15, 2009, during the thirty-day
period following such cessation, the Optionee may elect to convert this option, to the extent
exercisable, to a nonstatutory stock option, and the Shares underlying such nonstatutory stock
option shall remain exercisable until October 15, 2009.



     6. Manner of Exercise of Option. The option rights hereunder are to be exercised by
the Optionee by giving written notice to the Company of an election to exercise such rights. Such
notice shall specify the number of shares to be purchased hereunder and shall be accompanied by
payment of the full purchase price for the shares being purchased. Such notice (and payment of
the purchase price) shall be delivered to the Company at its principal place of business. This
option shall be considered exercised, in whole or in part, at the time the Company receives such
notice. Upon receipt of such notice and purchase price, and subject to the provisions of Paragraph
10 below, the Company shall make prompt delivery to the Optionee of certificates for the shares so
purchased. Payment for the shares being purchased may be made in the form of cash, certified
check, previously acquired shares of Common Stock of the Company, any combination thereof, or any
other form of consideration permitted by the Plan. Any shares of Common Stock so tendered as part
of such payment shall be valued at its then “fair market value” as provided in the Plan. All
requisite original issue or transfer documentary stamp taxes shall be paid by the Company. The
Optionee may purchase less than the number of shares covered hereby, provided that no partial
exercise of this option may be for any fractional share or for fewer than ten whole shares.



     7. Rights as a Shareholder. The Optionee hereunder shall have no rights as a
shareholder with respect to any shares covered by this option until the date of the issuance of a
stock certificate for such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property), distributions or other rights for
which the record date is prior to the date such stock certificate is issued, except as provided in
Section 12 of the Plan.



     8. Stock Option Plan. The options evidenced by this Agreement are granted pursuant to
the Plan, a copy of which Plan is attached hereto or has been made available to the Optionee and is
hereby made a part of this Agreement. This Agreement is subject to and in all aspects limited and
conditioned as provided in the Plan. The Plan governs the options granted under this Agreement and
the Optionee, and in the event of any question as to the construction of



2









 







this Agreement or of a conflict between the Plan and this Agreement, the Plan shall govern except
as otherwise required under state or federal law.



     9. Withholding Taxes on Disqualifying Disposition by Optionee. In the event of a
“disqualifying disposition” within the meaning of Section 422 of the Internal Revenue Code of 1986
of any shares purchased hereunder by the Optionee, Optionee hereby agrees to inform the Company of
such disposition. Upon notice of a disqualifying disposition or upon independently learning of
such a disposition, the Company shall withhold from whatever payments are due Optionee appropriate
state and federal income taxes as the Company determines may be required by law. In the event the
Company is unable to withhold such taxes, for whatever reason Optionee hereby agrees to pay to the
Company an amount equal to the amount the Company would otherwise be required to withhold under
state or federal law.



     10. Investment Purpose. The Company requires as a condition to the grant and exercise
of the options hereunder that any stock acquired pursuant to such options be acquired for
investment only, and may not be sold or disposed of (i) within two years from the date of the
granting of the options under which such shares of Common Stock were acquired, (ii) within one year
after the exercise of such options, and (iii) unless there is an effective registration statement
covering such disposition under the Securities Act, and effective registrations and qualifications
under applicable state securities laws, or exemptions from such registration or qualifications
under the Act and state securities laws are applicable. In this regard, if requested by the
Company, the Optionee, prior to the acquisition of any shares pursuant to the options hereunder,
shall execute an investment letter to the effect that the Optionee is acquiring shares pursuant to
the option for investment purposes only and not with the intention of making any distribution of
such shares and will not dispose of the shares in violation of the applicable federal and state
securities laws.



     11. Agreement in Connection with Public Offering. The Optionee agrees, in connection
with the initial underwritten public offering of the Company’s securities pursuant to a
registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant
any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the
Optionee (other than those shares included in the offering) without the prior written consent of
the Company or the underwriters managing such initial underwritten public offering of the Company’s
securities for a period of 180 days from the effective date of such registration statement, and
(ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the
managing underwriters at the time of such offering.



     12. Death of Optionee. If the Optionee dies while in the employ of the Company, the
options hereunder shall terminate on the earlier of (i) the close of business on the one-year
anniversary date of the Optionee’s death, or (ii) the Termination Date. In such period following
the Optionee’s death, the options granted under this Agreement may be exercised by the person or
persons to whom the Optionee’s rights under this Agreement shall have passed by the Optionee’s will
or by the laws of descent and distribution only to the extent such options were exercisable on the
date of death but had not previously been exercised.



     13. Recapitalizations, Sales, Mergers, Exchanges, Consolidations and Liquidations. In
the event of a stock dividend or stock split, the number of shares of Common Stock and the



3









 







option exercise price shall be adjusted as provided in Section 12 of the Plan. Similarly, in the
event of a sale, merger, exchange, consolidation or liquidation of the Company, the options granted
under this Agreement shall be adjusted as provided in Section 12 of the Plan.



     14. Scope of Agreement. This Agreement shall bind and inure to the benefit of the
Company and its successors and assigns and the Optionee and any successor or successors of the
Optionee permitted by Paragraph 5 hereof.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as of the Grant Date.



	 	 	 	 	 
	 	GO2MARKET.COM INCORPORATED

 	 
	 	By:  	/s/ William C. Jackson, Jr.
 	 
	 	 	William C. Jackson, Jr. 	 
	 	 	Chief Executive Officer 	 
	 




4









 








OPTIONEE’S ACCEPTANCE





     The undersigned hereby accepts the foregoing option and agrees to the terms and conditions
thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2000 Stock Option
Plan.



	 	 	 	 	 
	 	 	OPTIONEE:
	 
	 	 	 	 
	 	 	/s/ Terry B. Christensen
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	543 Beach Pond Road
	 

	 	 	 	Wolfeboro, NH 03894






 









 






NOTICE OF STOCK OPTION EXERCISE




Date:                     




Go2Market.Com Incorporated

230 Commerce Way

Suite 325

Portsmouth, NH 03801



Attention: Treasurer



Dear Sir or Madam:




     I am the holder of an Incentive Stock Option granted to me under the Go2Market.Com
Incorporated (the “Company”) 2000 Stock Option Plan on
_________ for the purchase of _________
shares of Common Stock of the Company at a purchase price of $  per share.



     I
hereby exercise my option to purchase _________ shares of Common Stock (the “Shares”), for
which I have enclosed [insert method of payment] in the amount of $_________. Please register my
stock certificate as follows:



	 	 	 	 	 	 	 
	 

	 	Name(s):
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Tax I.D. #:	 	 	 	 
	 

	 	 	 	 	 	 





     I represent, warrant and covenant as follows:


1. I am purchasing the Shares for my own account for investment only, and not with a view to, or
for sale in connection with, any distribution of the Shares in violation of the Securities Act of
1933, as amended (the “Securities Act”), or any rule or regulation under the Securities Act.



2. I have had such opportunity as I have deemed adequate to obtain from representatives of the
Company such information as is necessary to permit me to evaluate the merits and risks of my
investment in the Company.



3. I have sufficient experience in business, financial and investment matters to be able to
evaluate the risks involved in the purchase of the Shares and to make an informed investment
decision with respect to such purchase.



4. I can afford a complete loss of the value of the Shares and am able to bear the economic risk of
holding such Shares for an indefinite period.




 









 







5. I understand that (i) the Shares have not been registered under the Securities Act and are
“restricted securities” within the meaning of Rule 144 under the Securities Act, (ii) the Shares
cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under
the Securities Act or an exemption from registration is then available, (iii) in any event, the
exemption from registration under Rule 144 will not be available for at least one year and even
then will not be available unless a public market then exists for the Common Stock, adequate
information concerning the Company is then available to the public, and other terms and conditions
of Rule 144 are complied with, and (iv) there is now no registration statement on file with the
Securities and Exchange Commission with respect to any stock of the Company and the Company has no
obligation or current intention to register the Shares under the Securities Act.



Very truly yours,



 




(Signature)