0001085037-18-000063.txt : 20180628 0001085037-18-000063.hdr.sgml : 20180628 20180627183231 ACCESSION NUMBER: 0001085037-18-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20180622 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180628 DATE AS OF CHANGE: 20180627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONLINE DISRUPTIVE TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001498380 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54394 FILM NUMBER: 18922785 BUSINESS ADDRESS: STREET 1: 3120 S. DURANGO DRIVE STREET 2: SUITE 305 CITY: LAS VEGAS STATE: NV ZIP: 89117 BUSINESS PHONE: 702-579-7900 MAIL ADDRESS: STREET 1: 3120 S. DURANGO DRIVE STREET 2: SUITE 305 CITY: LAS VEGAS STATE: NV ZIP: 89117 8-K 1 form8k.htm FORM 8K

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) June 22, 2018

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))

Item 1.01 Entry into a Material Definitive Agreement.

Effective June 22, 2018, we granted a total of 14,400,000 stock options to our directors, officers and employees. The stock options are exercisable at the exercise price of US$0.20 per share until June 22, 2025 and have various vesting provisions.

We granted 12,200,000 of these stock options to thirteen non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) relying on Section 4(2) of the Securities Act of 1933, as amended and/or Rule 506 promulgated pursuant to the Securities Act of 1933, as amended.

We granted 2,200,000 of these stock options to three U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) relying on Section 4(2) of the Securities Act of 1933 and/or Rule 506 promulgated pursuant to the Securities Act of 1933.

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
10.1	Form of Stock Option Agreement for U.S. Persons
10.2	Form of Stock Option Agreement for Non-U.S. Persons
10.3	Form of Stock Option pursuant to 2017 Stock Option Plan

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: June 28, 2018

EX-99.1 2 exhibit991.htm FORM OF STOCK OPTION AGREEMENT FOR U.S. PERSONS

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 UNITED STATES SECURITIES ACT (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.

STOCK OPTION AGREEMENT
(U.S. Persons)

This AGREEMENT is entered into as of the ____ day of ___________, 20____ (the “Date of Grant”).

BETWEEN:

Online Disruptive Technologies, Inc.
3120 S. Durango Dr. Suite 305,
Las Vegas, Nevada 89117

(the “Company”)

AND:

___________________________,
a businessperson with an address at
___________________________
___________________________

(the “Optionee”)

WHEREAS:

A. The Company wishes to grant stock options to purchase a total of _____________ 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:

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 $0.____/share;

(c)	“Expiry Date” means _____(________) years following the Date of Grant;

(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 including Appendix “A”, which notice shall specify therein the number of Optioned Shares in respect of which the Options are being exercised;

(e)	“Options” means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Optionee by the Company pursuant to Section 2.1 of this Agreement;

(f)	“Optioned Shares” means the shares of Common Stock that are issued pursuant to the exercise of the Options;

(g)	“Securities” means, collectively, the Options and the Optioned Shares;

(h)	“Shareholders” means holders of record of the shares of Common Stock;

(i)	“U.S. Person” shall have the meaning ascribed thereto in Regulation S under the 1933 Act, and for the purpose of the Agreement includes any person in the United States; and

2.	THE OPTIONS

2.1	The Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement, Options to purchase a total of ______________ Optioned Shares at the Exercise Price. The Options may be exercised immediately.

2.2	The Options shall, at 5:00 p.m. (Pacific time) on the Expiry Date, expire and be of no further force or effect whatsoever.

2.3

The Company shall not be obligated to cause the issuance, transfer or delivery of a certificate or certificates representing Optioned Shares to the Optionee, until provision has been made by the Optionee, to the satisfaction of the Company, for the payment of the aggregate Exercise Price for all Optioned Shares for which the Options shall have been exercised, and for satisfaction of any tax withholding obligations associated with such exercise.

2.4

The Optionee shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Options have been properly exercised in accordance with the terms of this Agreement.

2.5

Subject to the provisions of this Agreement and subject to compliance with any applicable securities laws, the Options shall be exercisable, in full or in part, until termination; provided, however, that if the Optionee is subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of 1934 with respect to the Common Stock, the Optionee shall be precluded from selling, transferring or otherwise disposing of any Common Stock underlying any of the Options during the six months immediately following the grant of the Options. If less than all of the shares of any Options are purchased, the remainder may be purchased at any subsequent time prior to the Expiry Date. Only whole shares may be issued pursuant to the exercise of any Options, and to the extent that any Option covers less than one share, it is not exercisable.

2.6

Each exercise of the Options shall be by means of delivery of a Notice of Exercise (in the form attached hereto as Schedule “A” including Appendix “A”) to the President of the Company at its principal executive office, specifying the number of Optioned Shares to be purchased and accompanied by payment in cash by certified check or cashier’s check in the amount of the full Exercise Price for the Common Stock to be purchased.

2.7	It is a condition precedent to the issuance of Optioned Shares that the Optionee execute and/or deliver to the Company all documents and withholding taxes required in accordance with applicable laws.

2.8	Nothing in this Agreement shall obligate the Optionee to purchase any Optioned Shares except those Optioned Shares in respect of which the Optionee shall have exercised the Options in the manner provided in this Agreement.

2.9

Appropriate and proportional adjustments in the exercise price of the Options and in the number of Options granted or to be granted may be made by the Board of Directors in its discretion to give effect to adjustments in the number of common shares of the Company resulting from subdivisions, consolidations or reclassification of the common shares of the Company, the payment of stock dividends by the Company or other relevant changes in the capital of the Company.

2.10

By accepting the Options, the Optionee represents and agrees that none of the Optioned Shares purchased upon exercise of the Options will be distributed in violation of applicable federal and state laws and regulations. The Optionee further represents and agrees to provide the Company with any other document reasonably requested by the Company or the Company’s Counsel.

2.11	The Options are not transferable or assignable.

3.	TERMINATION OF OPTIONS

3.1	Termination of Employment. Options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events:

(a)	Expiration. ______(________) years from the Date of Grant.

(b)	Termination for Cause. 90 days after the date that the Optionee’s employment or contractual relationship with the Company or any related company is terminated for cause (as reasonably determined by the Company).

(c)

Termination Due to Death or Disability. The expiration of five years from the date of the death of the Optionee or cessation of an Optionee’s employment or contractual relationship by reason of disability. If an Optionee’s employment or contractual relationship is terminated by death, any Option held by the Optionee shall be exercisable only by the person or persons to whom such Optionee’s rights under such Option shall pass by the Optionee’s will or by the applicable laws of descent and distribution.

(d)	Termination for Any Other Reason. The expiration of five years from the date of an Optionee’s termination of employment or contractual relationship with the Company for any reason whatsoever other than cause, death or disability.

4.	DOCUMENTS REQUIRED FROM OPTIONEE

4.1	The Optionee must complete, sign and return an executed copy of this Agreement to the Company.

4.2	The Optionee shall 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 regulatory authorities, and applicable law.

5.	ACKNOWLEDGEMENTS OF THE OPTIONEE

The Optionee acknowledges and agrees that:

(a)

none of the Options or the Optioned Shares have been registered under 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, directly or indirectly, to U.S. Persons, except in accordance with the provisions of Regulation S, 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 in each case only in accordance with applicable state securities laws;

(b)	the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;

(c)	the Optionee has received and carefully read this Agreement and the public information which has been filed with the Securities and Exchange Commission (the “SEC”) in compliance or intended compliance with applicable securities legislation (collectively, the “Company Information”);

(d)

the decision to execute this Agreement and acquire the Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of the Company Information (the receipt of which is hereby acknowledged);

(e)	no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

(f)	there is no government or other insurance covering the Securities;

(g)	there are risks associated with an investment in the Securities;

(h)

the Optionee and the Optionee’s advisor(s) (if applicable) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;

(i)

the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Optionee during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Optionee, the Optionee’s attorney and/or advisor(s) (if applicable);

(j)	the Company is entitled to rely on the representations and warranties and the statements and answers of the Optionee contained in this Agreement;

(k)

the Optionee will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Optionee contained herein or in any document furnished by the Optionee to the Company in connection herewith being untrue in any material respect or any breach or failure by the Optionee to comply with any covenant or agreement made by the Optionee to the Company in connection therewith;

(l)

none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Optionee that any of the Securities will become listed on any stock exchange or automated dealer quotation system; except that currently certain market makers make market in the Common Stock on the OTC Bulletin Board;

(m)

the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;

(n)

the statutory and regulatory basis for the exemption claimed for the offer of the Securities, although in technical compliance, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;

(o)

the Optionee has been advised to consult the Optionee’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:

(i)	any applicable laws of the jurisdiction in which the Optionee is resident in connection with the distribution of the Securities hereunder, and

(ii)	applicable resale restrictions; and

(p)	this Agreement is not enforceable by the Optionee unless it has been accepted by the Company.

6.	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE

The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:

(a)	the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;

(b)	the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;

(c)	the Optionee is resident in the jurisdiction set out on page 1 of this Agreement;

(d)	the Optionee is not an underwriter of, or dealer in, the Common Stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;

(e)

the Optionee (i) has adequate net worth and means of providing for his/her/its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;

(f)

the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;

(g)	the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company;

(h)

the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;

(i)

the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to invest in the Securities and the Company;

(j)

the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(k)	no person has made to the Optionee any written or oral representations:

(i)	that any person will resell or repurchase any of the Securities;

(ii)	that any person will refund the purchase price of any of the Securities; or

(iii)

as to the future price or value of any of the Securities; and

(l)	if the Optionee is a consultant of the Company, the Optionee has entered into a written consulting agreement with the Company or a related entity of the Company and spends or will spend a significant amount of time and attention on the affairs and business of the Company or such related entity.

7.	ACKNOWLEDGEMENT

The Optionee has acknowledged that the decision to purchase the Securities was solely made on the basis of publicly available information contained in the Company Information.

8.	LEGENDING OF SUBJECT SECURITIES

8.1

The Optionee hereby consents to the placement of a legend on any certificate or the Optionee consents to the placement of a legend on any certificate or other document evidencing any of the Optioned Shares to the effect that such Optioned Shares have not been registered under the 1933 Act, any state securities or “blue sky” laws, or under the prospectus and registration requirements of any applicable Canadian securities laws, and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, such legend to be substantially as follows:

8.2	The Optionee hereby agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.

9.	GENERAL RESALE RESTRICTIONS

9.1

The Optionee acknowledges that any resale of any of the Optioned Shares will be subject to resale restrictions contained in the securities legislation applicable to the Optionee or proposed transferee. The Optionee acknowledges that none of the Optioned Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Optioned Shares may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

9.2	The Optionee acknowledges and agrees that the Optionee is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions.

10.	NO EMPLOYMENT RELATIONSHIP

The grant of an Option shall in no way constitute any form of agreement or understanding binding on the Company or any related company, express or implied, that the Company or any related company will employ or contract with an Optionee, for any length of time, nor shall it interfere in any way with the Company’s or, where applicable, a related company’s right to terminate Optionee’s employment at any time, which right is hereby reserved.

11.	GOVERNING LAW

This Agreement is governed by the laws of the State of Nevada.

12.

COSTS

The Optionee acknowledges and agrees that all costs and expenses incurred by the Optionee (including any fees and disbursements of any special counsel retained by the Optionee) relating to the acquisition of the Securities shall be borne by the Optionee.

13.

SURVIVAL

This Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the shares underlying the Options by the Optionee pursuant hereto.

14.	ASSIGNMENT

This Agreement is not transferable or assignable.

15.

CURRENCY

Unless explicitly stated otherwise, all funds in this Agreement are stated in United States dollars.

16.	SEVERABILITY

The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

17.	COUNTERPARTS AND ELECTRONIC MEANS

This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date first above written.

18.	ENTIRE AGREEMENT

This Agreement is the only agreement between the Optionee and the Company with respect to the Options, and this Agreement, supersede all prior and contemporaneous oral and written statements and representations and contain the entire agreement between the parties with respect to the Options.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first above written.

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

Per: ______________________________________
Authorized Signatory

WITNESSED BY:

Signature

Name

Address

Occupation

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_____________________________________

SCHEDULE “A”
NOTICE OF EXERCISE

TO: Online Disruptive Technologies Inc.

3120 S. Durango Dr. Suite 305,
Las Vegas, Nevada 89117

This Notice of Exercise shall constitute a proper Notice of Exercise pursuant to Section 2.6 of the Stock Option Agreement dated as of ____________________ (the “Agreement”), between Online Disruptive Technologies Inc. (the “Company”) and the undersigned. The undersigned has provided an executed copy of Appendix “A” with this Notice of Exercise and any other documents requested by the Company to satisfy that there is a valid exemption for the issuance of the shares. The undersigned hereby elects to exercise Optionee’s option to purchase ____________________ shares of the common stock of the Company at a price of US $0._____ per share, for aggregate consideration of US $____________, on the terms and conditions set forth in the Agreement. Such aggregate consideration, in the form specified in Section 2.6 of the Agreement, accompanies this notice.

The Optionee represents and warrants to the Company that all representations and warranties set out in the Agreement are true as of the date of the exercise of the Options under the Agreement.

Please deliver a share certificate in respect of the Optioned Shares referred to in the Stock Option and Subscription Agreement surrendered herewith but not presently subscribed for, to the Optionee.

The Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows:

Registration Information:		Delivery Instructions:

Name to appear on certificates		Name

Address		Address

City, State, and Zip Code

		Telephone Number

DATED at _____________________________, the _______ day of______________, _______.

Signature

(Name and, if applicable, Office)

(Address)

(City, State, and Zip Code)

Fax Number or E-mail Address

SIN, SSN or Other Tax Identification Number

CW5599380.1

EXHIBIT B

ACCREDITED INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Stock Option and Subscription Agreement.

The Optionee 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 Optionee 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 Units, with total assets in excess of US $5,000,000;

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 , calculated by (i) not including the person’s primary residence as an asset; (ii) not including indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of the shares as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of shares exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) including indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of the shares as a liability;

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;

Category 4

A director or executive officer of the Company;

Category 5

A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act;

Category 6

An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories;

The Optionee hereby certifies that the information contained in this Questionnaire is complete and accurate and the Optionee will notify the Company promptly of any change in any such information.

IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the _______ day of __________________, 20__.

If an Individual:

Signature

Print or Type Name

Social Security/Tax I.D. No.

EX-99.2 3 exhibit992.htm FORM OF STOCK OPTION AGREEMENT FOR NON-U.S. PERSONS

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.

STOCK OPTION AGREEMENT
(Non U.S. Persons)

This AGREEMENT is entered into as of the ______ day of _______________, 20_____ (the “Date of Grant”).

BETWEEN:

Online Disruptive Technologies, Inc.
3120 S. Durango Dr. Suite 305,
Las Vegas, Nevada 89117

(the “Company”)

AND:

___________________________,
a businessperson with an address at
___________________________
___________________________

(the “Optionee”)

WHEREAS:

A. The Company wishes to grant stock options to purchase a total of _________________ Optioned Shares (as defined herein) to the Optionee.

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 $0._____/share;

(c)	“Expiry Date” means ________ (_______) years following the Date of Grant;

(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 specify therein the number of Optioned Shares in respect of which the Options are being exercised;

(e)	“Options” means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Optionee by the Company pursuant to Section 2.1 of this Agreement;

(f)	“Optioned Shares” means the shares of Common Stock that are issued pursuant to the exercise of the Options;

(g)	“Securities” means, collectively, the Options and the Optioned Shares;

(h)	“Shareholders” means holders of record of the shares of Common Stock;

(i)	“U.S. Person” shall have the meaning ascribed thereto in Regulation S under the 1933 Act, and for the purpose of the Agreement includes any person in the United States; and

2.	THE OPTIONS

2.1	The Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement, Options to purchase a total of ______________Optioned Shares at the Exercise Price. The Options may be exercised immediately.

2.2	The Options shall, at 5:00 p.m. (Pacific time) on the Expiry Date, expire and be of no further force or effect whatsoever.

2.3

2.4

2.5

2.6

Each exercise of the Options shall be by means of delivery of a Notice of Exercise (which may be in the form attached hereto as Schedule “A”) to the President of the Company at its principal executive office, specifying the number of Optioned Shares to be purchased and accompanied by payment in cash by certified check or cashier’s check in the amount of the full Exercise Price for the Common Stock to be purchased.

2.7	It is a condition precedent to the issuance of Optioned Shares that the Optionee execute and/or deliver to the Company all documents and withholding taxes required in accordance with applicable laws.

2.8	Nothing in this Agreement shall obligate the Optionee to purchase any Optioned Shares except those Optioned Shares in respect of which the Optionee shall have exercised the Options in the manner provided in this Agreement.

2.9

2.10

2.11	The Options are not transferable or assignable.

3.	TERMINATION OF OPTIONS

3.1	Termination of Employment. Options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events:

(a)	Expiration. _______(_______) years from the Date of Grant.

(b)	Termination for Cause. 90 days after the date that the Optionee’s employment or contractual relationship with the Company or any related company is terminated for cause (as reasonably determined by the Company).

(c)

(d)	Termination for Any Other Reason. The expiration of five years from the date of an Optionee’s termination of employment or contractual relationship with the Company for any reason whatsoever other than cause, death or disability.

4.	DOCUMENTS REQUIRED FROM OPTIONEE

4.1	The Optionee must complete, sign and return an executed copy of this Agreement to the Company.

4.2	The Optionee shall 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 regulatory authorities, and applicable law.

5.	ACKNOWLEDGEMENTS OF THE OPTIONEE

The Optionee acknowledges and agrees that:

(a)

(b)	the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;

(c)	the Optionee has received and carefully read this Agreement and the public information which has been filed with the Securities and Exchange Commission (the “SEC”) in compliance or intended compliance with applicable securities legislation (collectively, the “Company Information”);

(d)

(e)	no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

(f)	there is no government or other insurance covering the Securities;

(g)	there are risks associated with an investment in the Securities;

(h)

(i)

(j)	the Company is entitled to rely on the representations and warranties and the statements and answers of the Optionee contained in this Agreement;

(k)

(l)

(m)

(n)

the statutory and regulatory basis for the exemption claimed for the offer of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;

(o)

(i)	any applicable laws of the jurisdiction in which the Optionee is resident in connection with the distribution of the Securities hereunder, and

(ii)	applicable resale restrictions; and

(p)	this Agreement is not enforceable by the Optionee unless it has been accepted by the Company.

6.	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE

The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:

(a)	the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;

(b)	the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;

(c)	the Optionee is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;

(d)	the Optionee is not a U.S. Person;

(e)	the Optionee is resident in the jurisdiction set out on page 1 of this Agreement;

(f)

the Optionee has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Securities; provided, however, that the Optionee may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;

(g)

the Optionee is outside the United States when receiving and executing this Agreement and is acquiring the Securities as principal for the Optionee’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons, and no other person has a direct or indirect beneficial interest in such Securities;

(h)	the Optionee is not an underwriter of, or dealer in, the Common Stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;

(i)

(j)

(k)	the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company;

(l)

(m)

(n)

(o)	no person has made to the Optionee any written or oral representations:

(i)	that any person will resell or repurchase any of the Securities;

(ii)	that any person will refund the purchase price of any of the Securities; or

(iii)

as to the future price or value of any of the Securities; and

(p)	if the Optionee is a consultant of the Company, the Optionee has entered into a written consulting agreement with the Company or a related entity of the Company and spends or will spend a significant amount of time and attention on the affairs and business of the Company or such related entity.

7.	ACKNOWLEDGEMENT

The Optionee has acknowledged that the decision to purchase the Securities was solely made on the basis of publicly available information contained in the Company Information.

8.	LEGENDING OF SUBJECT SECURITIES

8.1

THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN 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 ACCORDANCE WITH THE 1933 ACT.

8.2	The Optionee hereby agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.

9.	GENERAL RESALE RESTRICTIONS

9.1

9.2	The Optionee acknowledges and agrees that the Optionee is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions.

10.	NO EMPLOYMENT RELATIONSHIP

11.	GOVERNING LAW

This Agreement is governed by the laws of the State of Nevada.

12.

COSTS

13.

SURVIVAL

14.	ASSIGNMENT

This Agreement is not transferable or assignable.

15.

CURRENCY

Unless explicitly stated otherwise, all funds in this Agreement are stated in United States dollars.

16.	SEVERABILITY

The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

17.	COUNTERPARTS AND ELECTRONIC MEANS

18.	ENTIRE AGREEMENT

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first above written.

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

Per: _________________________________
Authorized Signatory

WITNESSED BY:

Signature

Name

Address

Occupation

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_____________________________________

SCHEDULE “A”
NOTICE OF EXERCISE

TO: Online Disruptive Technologies Inc.

3120 S. Durango Dr. Suite 305,
Las Vegas, Nevada 89117

This Notice of Exercise shall constitute a proper Notice of Exercise pursuant to Section 2.6 of the Stock Option Agreement dated as of ____________________ (the “Agreement”), between Online Disruptive Technologies Inc. (the “Company”) and the undersigned. The undersigned hereby elects to exercise Optionee’s option to purchase ____________________ shares of the common stock of the Company at a price of US $0._____ per share, for aggregate consideration of US $____________, on the terms and conditions set forth in the Agreement. Such aggregate consideration, in the form specified in Section 2.6 of the Agreement, accompanies this notice.

The Optionee represents and warrants to the Company that all representations and warranties set out in the Agreement are true as of the date of the exercise of the Options under the Agreement.

Please deliver a share certificate in respect of the Optioned Shares referred to in the Stock Option and Subscription Agreement surrendered herewith but not presently subscribed for, to the Optionee.

The Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows:

Registration Information:		Delivery Instructions:

Name to appear on certificates		Name

Address		Address

City, State, and Zip Code

		Telephone Number

DATED at _____________________________, the _______ day of______________, _______.

Signature

(Name and, if applicable, Office)

(Address)

(City, State, and Zip Code)

Fax Number or E-mail Address

SIN, SSN or Other Tax Identification Number

EX-99.3 4 exhibit993.htm FORM OF STOCK OPTION PURSUANT TO 2017 STOCK OPTION PLAN

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

SHARE OPTION GRANT
(time vesting where continued employment)

You have been granted the following option (the “Option”) to purchase shares of common stock 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 2017 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.)
(Pcheck one):		Nonqualified Stock Option (U.S.)
	P	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)
	Other

Exercise Price Per Share (“Exercise Price”):	(US$)		$0.

Number of Shares subject to Option (the “Options”):


Vesting Commencement Date:

Vesting Schedule:

Expiration Date:	__________________________. In the event that the Grantee ceases to be an employee of the Company or any of its subsidiaries, no further Options will vest and all vested Options will expire and terminate 90 days after Optionee’s termination as an employee.
	(the date determined in accordance with and subject to Section 6 of this Notice and the provisions of the Plan)

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.

(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, pre-emptive, 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.

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 7 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 -

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:

EXHIBIT A

THE PLAN

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 2017 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: