THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
HEREIN) 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 AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.
UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS
SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA UNLESS THE
CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S.
OVER-THE-COUNTER MARKET ARE MET.
STOCK OPTION AGREEMENT
(Non U.S. Persons)
This AGREEMENT is entered into as of the ____ day of _____________ , 20_____
(the "Date of Grant").
BETWEEN:
KORE NUTRITION INCORPORATED, a company incorporated pursuant to the laws of the
State of Nevada, with an office at 2831 St. Rose Parkway, Suite 330, Henderson,
NV 89052
(the "Company")
AND:
<>, a businessman with an address at <>
(the "Optionee")
WHEREAS:
A.
The Company's board of directors (the "Board") has approved
and adopted a Stock Option Plan (the "Plan") whereby the Board is authorized to
grant stock options to purchase shares of common stock of the Company to the
directors, officers, employees and consultants of the Company and its
subsidiaries;
B.
The Optionee is a director, officer, employee or consultant of
the Company or subsidiary of the Company; and
C.
The Company wishes to grant stock options to purchase a total
of <>[INSERT NUMBER OF OPTIONS] Optioned Shares (as defined herein)to the
Optionee.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants
and agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
2
1.
DEFINITIONS
1.1
In this Agreement, the following terms shall have the following meanings:
(a)
"Common Stock" means the shares of common stock of the Company;
(b)
"Exercise Price" means $<>[insert price];
(c)
"Expiry Date" means <>[insert expiry date];
(d)
"Notice of Exercise" means a notice in writing addressed to the Company at its
address first recited hereto (or such other address of which the Company may
from time to time notify the Optionee in writing), substantially in the form
attached as Schedule "A" hereto, which notice shall