ex10-1





 







Exhibit 10.1


 



ORBITAL TRACKING CORP. STOCK OPTION AGREEMENT


 


This
STOCK OPTION AGREEMENT (the "Option Agreement"), dated as of the
16th day of December, 2016 (the "Grant Date"), is between Orbital
Tracking Corp, a Nevada corporation (the "Company"), and David
Phipps (the "Optionee"), the Chief Executive Officer and Director
of the Company.


 


WHEREAS,
the Company desires to give the Optionee the opportunity to
purchase ten million (10,000,000) shares of common stock of the
Company, par value $0.0001 per share ("Common
Shares");


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties
hereto, intending to be legally bound hereby, agree as
follows:


 

1. Grant of
Option. The Company hereby
grants to the Optionee the right and option (the "Option") to
purchase all or any part of an aggregate of ten million
(10,000,000) Common Shares. The Option is in all respects limited
and conditioned as hereinafter provided.


 

2.
Exercise
Price. The exercise price of
the Common Shares covered by this Option shall be $0.01 per
share.


 

3.
Term.
Unless earlier terminated pursuant to any provision of this Option
Agreement, this Option shall expire ten years from date of grant
(the "Expiration Date"). This Option shall not be exercisable on or
after the Expiration Date.


 

4.
Exercise of
Option. The Option shall be
fully vested upon date of grant and will remain exercisable until
it is exercised or until it terminates and shall not be forfeited
upon resignation or termination, other than upon termination for
cause.


 

5.
Method of Exercising
Option. Subject to the terms
and conditions of this Option Agreement, the Option may be
exercised by written notice to the Company at its principal office.
The form of such notice is attached hereto and shall state the
election to exercise the Option and the number of whole shares with
respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; and shall be
accompanied by payment of the full exercise price of such shares.
Only full shares will be issued.


 


The
exercise price shall be paid to the Company:


 

(a)
in
cash, or by certified check, bank draft, or postal or express money
order;


 

(b)
through the delivery of Common Shares previously acquired by the
Optionee;


 

(c)
by
delivering a properly executed notice of exercise of the Option to
the Company and a broker, with irrevocable instructions to the
broker promptly to deliver to the Company the amount necessary to
pay the exercise price of the Option;


 

(d)
in Common Shares newly acquired by the Optionee upon exercise of
the Option; or


 

(e)
in any combination of (a), (b), (c) or (d) above.


 


In
the event the exercise price is paid, in whole or in part, with
Common Shares, the portion of the exercise price so paid shall be
equal to the Fair Market Value of the Common Shares surrendered on
the date of exercise. "Fair Market Value" means the closing price
on the final trading day immediately prior to the Grant Date of the
Common Shares on any of the national exchanges (i.e. NYSE, NYSE
AMEX, Nasdaq), or principal quotation systems (i.e. OTCQX, OTCQB,
OTC Pink), or other principal exchange or recognized quotation
system which is at the time the principal trading platform or
market for the common stock of the Company. Anything in this
Section 2 to the contrary notwithstanding, in no event shall the
purchase price per share of the Common Shares be less than
the minimum
price permitted under the rules and policies of any national
securities exchange on which Common Shares are listed.


 



 







 






 


Upon
receipt of notice of exercise and payment, the Company shall
deliver a certificate or certificates representing the Common
Shares with respect to which the Option is so exercised. The
Optionee shall obtain the rights of a shareholder upon receipt of a
certificate(s) representing such Common Shares.


 


Such
certificate(s) shall be registered in the name of the person so
exercising the Option (or, if the Option is exercised by the
Optionee and if the Optionee so requests in the notice exercising
the Option, shall be registered in the name of the Optionee and the
Optionee's spouse, jointly, with right of survivorship), and shall
be delivered as provided above to, or upon the written order of,
the person exercising the Option. In the event the Option is
exercised by any person after the death or disability of the
Optionee, the notice shall be accompanied by appropriate proof of
the right of such person to exercise the Option. All Common Shares
that are purchased upon exercise of the Option as provided herein
shall be fully paid and non-assessable.


 


Upon
exercise of the Option, Optionee shall be responsible for all
employment and income taxes then or thereafter due (whether
Federal, State or local), and if the Optionee does not remit to the
Company sufficient cash (or, with the consent of the Board, Common
Shares) to satisfy all applicable withholding requirements, the
Company shall be entitled to satisfy any withholding requirements
for any such tax by disposing of Common Shares at exercise,
withholding cash from Optionee's salary or other compensation or
such other means as the Board considers appropriate to the fullest
extent permitted by applicable law.


 

6. Non-Transferability of
Option. This Option is not
assignable or transferable, in whole or in part, by the Optionee
other than by will or by the laws of descent and distribution.
During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee or, in the event of his or her
disability, by his or her guardian or legal
representative.


 

7. Disability.
If the Optionee becomes disabled prior to the Expiration Date, then
this Option may be exercised by the Optionee or by the Optionee's
legal representative.


 

8. Death.
If the Optionee dies prior to the Expiration Date, then this Option
may be exercised by the Optionee's estate, personal representative
or beneficiary who acquired the right to exercise this Option by
bequest or inheritance or by reason of the Optionee's death, to the
extent of the number of Common Shares with respect to which the
Optionee could have exercised it on the date of his or her death,
at any time prior to the earlier of (i) the Expiration Date or (ii)
one year after the date of the Optionee's death. Any part of the
Option that was not exercisable immediately before the Optionee's
death shall terminate at that time.


 

10.
Securities
Matters. (a) If, at any time,
counsel to the Company shall determine that the listing,
registration or qualification of the Common Shares subject to the
Option upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental or regulatory
body, or that the disclosure of non-public information or the
satisfaction of any other condition is necessary as a condition of,
or in connection with, the issuance or purchase of Common Shares
hereunder, such Option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or
approval, or satisfaction of such condition shall have been
effected or obtained on conditions acceptable to the Board of
Directors. The Company shall be under no obligation to apply for or
to obtain such listing, registration or qualification, or to
satisfy such condition. The Board shall inform the Optionee in
writing of any decision to defer or prohibit the exercise of an
Option. During the period that the effectiveness of the exercise of
an Option has been deferred or prohibited, the Optionee may, by
written notice, withdraw the Optionee's decision to exercise and
obtain a refund of any amount paid with respect
thereto.


 



 







 






 

(b)
The
Company may require: (i) the Optionee (or any other person
exercising the Option in the case of the Optionee's death or
disability) as a condition of exercising the Option, to give
written assurances, in substance and form satisfactory to the
Company, to the effect that such person is acquiring the Common
Shares subject to the Option for his or her own account for
investment and not with any present intention of selling or
otherwise distributing the same, and to make such other
representations or covenants; and (ii) that any certificates for
Common Shares delivered in connection with the exercise of the
Option bear such legends, in each case as the Company deems
necessary or appropriate, in order to comply with federal and
applicable state securities laws, to comply with

covenants or representations made by the Company in connection with
any public offering of its Common Shares or otherwise. The Optionee
specifically understands and agrees that the Common Shares, if and
when issued upon exercise of the Option, may be "restricted
securities," as that term is defined in Rule 144 under the
Securities Act of 1933 and, accordingly, the Optionee may be
required to hold the shares indefinitely unless they are registered
under such Securities Act of 1933, as amended, or an exemption from
such registration is available.

 

(c)
The
Optionee shall have no rights as a shareholder with respect to any
Common Shares covered by the Option (including, without limitation,
any rights to receive dividends or non-cash distributions with
respect to such shares) until the date of issue of a stock
certificate to the Optionee for such Common Shares. No adjustment
shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is
issued.


 

11.
Governing Law. The laws of the State of
Nevada (without reference to the principles of conflict of laws)
shall govern the operation of, and the rights of the Optionee and
the Options granted herein.


 


 


[SIGNATURE
PAGE FOLLOWS]




 








 






 


IN WITNESS WHEREOF, the Company has caused this
Stock Option Agreement to be duly executed by its duly authorized
officer, and the Optionee has hereunto set his hand and seal, all
as of the 16th
day of December
2016.


 


ORBITAL
TRACKING CORP.


 


By : /s/ David Phipps 


Name: David Phipps


Title:
Chief Executive Officer

 





 


By: /s/ Hector Delgado


Name: Hector
Delgado


Director


 


 




 








 






 



ORBITAL TRACKING CORP.



Notice of Exercise of Stock Option


 


I
hereby exercise the stock option granted to me pursuant to the
Stock Option Agreement dated as of December 16, 2016 by Orbital
Tracking Corp. (the "Company"), with respect to the following
number of shares of the Company's common stock ("Shares"), par
value $0.0001 per Share, covered by said option:


 


Number
of Shares to be purchased: Purchase price per Share:
$0.01


 


Total
purchase price: $


 




A.

Enclosed is cash or my certified check, bank
draft, or postal or express money order in the amount of $ in
full/partial [circle one]
payment for such
Shares;






 


and/or


 




B.

Enclosed
is/are Share(s) with a total Fair Market Value of
$               
in full/partial [circle one]
payment for such
Shares;






 


and/or


 




C.

I have provided notice to [insert name of
broker], a broker, who will
render full/partial [circle one]
payment for such Shares.
[Optionee should
attach to the notice of exercise provided to such broker a copy of
this Notice of Exercise and irrevocable instructions to pay to the
Company the full exercise price.]






 


and/or


 




D.

I
elect to satisfy the payment for Shares purchased hereunder by
having the Company withhold newly acquired Shares pursuant to the
exercise of the Option.






 


 


Please
have the certificate or certificates representing the purchased
Shares registered in the following name or names*: ; and sent to
..


 


DATED:


Optionee's
Signature


 




*


Certificates
may be registered in the name of the Optionee alone or in the joint
names (with right of survivorship) of the Optionee and his or her
spouse.