Option No. 8

NRIPRESS.COM INCORPORATED

STOCK OPTION AGREEMENT

Type of Option (check one):                    Incentive         x  Nonqualified

This Stock Option Agreement (the “Agreement”) is entered into as of  December 25, 2018 by and between NRIpress.Com Incorporated, a California corporation (the “Company”), USA  andxxxxxxxx xxxxxxxxxxxxxx India 140301 (the “Optionee”) pursuant to the Company’s 2009 Stock Incentive Plan (the “Plan”).  Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.

• Grant of Option.  The Company hereby grants to Optionee an option (the “Option”) to purchase all or any portion of a total of One hundred Thousands (100,000) shares (the “Shares”) of the Common Stock of the Company at fixed price of $0.20 per share, 80% discount (the “Exercise Price”), subject to the terms and conditions set forth herein and the provisions of the Plan.  If the box marked “Incentive” above is checked, then this Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).  If this Option fails in whole or in part to qualify as an incentive stock option, or if the box marked “Nonqualified” is checked, then this Option shall to that extent constitute a nonqualified stock option.

1.           Vesting of Option. 

The right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment (“Vested Shares”).  Twenty-five percent (25%) of the Shares shall become Vested Shares on the first anniversary

3. Exercise of Option.

 On or after the vesting of any portion of this Option in accordance with Sections 2 or 11 hereof, and until termination of the right to exercise this Option in accordance with Section 3 above, the portion of this

4. Death of Optionee; No Assignment. 

The rights of the Optionee under this Agreement may not be assigned or transferred except by will or by the laws of descent and distribution may be exercised during the lifetime of the Optionee only by such Optionee. 

5. Representations and Warranties of Optionee. 

(a) Optionee represents and warrants that this Option is being acquired by Optionee for Optionee’s personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof.

6. Right of First Refusal

(a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 7(b) hereof.  Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to

7. Company’s Repurchase Right.

(a) The Company shall have the right (but not the obligation) to repurchase (the “Repurchase Right”) any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s Continuous

8. Restrictive Legends.

(a) Optionee hereby acknowledges that federal securities laws and the securities laws of the state in which he or she resides may require the placement of certain restrictive legends upon the Shares issued upon exercise of this Option, and Optionee hereby consents to the placing of any such legends upon certificates evidencing the Shares as the Company, or its counsel, may deem necessary or advisable.

9. Adjustments Upon Changes in Capital Structure. 

In the event that the outstanding shares of Common Stock of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, stock split, combination of shares, reclassification, stock dividend

10. Change in Control. In the event of a Change in Control (as defined in Section 2.5 of the Plan):

(a) The right to exercise this Option shall accelerate automatically and vest in full (notwithstanding the provisions of Section 2 above) effective as of immediately prior to the consummation of the Change in Control unless this Option is to be assumed by the acquiring or successor entity (or parent thereof) or a new

11. Limitation of Company’s Liability for Nonissuance. 

The Company agrees to use its reasonable best efforts to obtain from any applicable regulatory agency such authority or approval as may be required in order to issue and sell the Shares to the Optionee pursuant to

12. No Employment Contract Created. 

Neither the granting of this Option nor the exercise hereof shall be construed as granting to the Optionee any right with respect to continuance of employment by the Company or any of its subsidiaries.  The right of the

13. Rights as Stockholder. 

The Optionee (or transferee of this option by will or by the laws of descent and distribution) shall have no rights as a stockholder with respect to any Shares covered by this Option until such person has duly exercised this Option, paid the Exercise Price and become a holder of record of the Shares purchased.

14. “Market Stand-Off” Agreement. 

Optionee agrees that, if requested by the Company or the managing underwriter of any proposed public offering of the Company’s securities, Optionee will not sell or otherwise transfer or dispose of any Shares held by Optionee without the prior written consent of the Company or such underwriter, as the case may be, during such period of time, not to exceed 180 days following the effective date of the registration statement filed by the Company with respect to such offering, as the Company or the underwriter may specify.

15. Interpretation. 

This Option is granted pursuant to the terms of the Plan, and shall in all respects be interpreted in accordance therewith.  The Administrator shall interpret and construe this Option and the Plan, and any action, decision, interpretation or determination made in good faith by the Administrator shall be final and binding on the Company and the Optionee.  As used in this Agreement, the term “Administrator” shall refer to the committee of the Board of Directors of the Company appointed to administer the Plan, and if no such committee has been appointed, the term Administrator shall mean the Board of Directors.

16. Notices.

Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally or three (3) days after being deposited in the United

17. Governing Law. 

The validity, construction, interpretation, and effect of this Option shall be governed by and determined in accordance with the laws of the State of California.

18. Severability.

Should any provision or portion of this Agreement be held to be unenforceable or invalid for any reason, the remaining provisions and portions of this Agreement shall be unaffected by such holding.

19. Attorneys’ Fees. 

If any party shall bring an action in law or equity against another to enforce or interpret any of the terms, covenants and provisions of this Agreement, the prevailing party in such action shall be entitled to recover reasonable attorneys’ fees and costs.

20. Counterparts. 

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed one instrument.

21. California Corporate Securities Law.

  The sale of the shares that are the subject of this Agreement has not been qualified with the Commissioner of Corporations of the State of California and the issuance of such shares or the payment or receipt of any part of the consideration therefor prior to such qualification is unlawful, unless the sale of such shares is exempt from such qualification by Section 25100, 25102 or 25105 of the California Corporate Securities Law of 1968, as amended.  The rights of all parties to this Agreement are expressly conditioned upon such qualification being obtained, unless the sale is so exempt.

22. STOCK AWARD PLANS AND SHARES RESERVED  FOR FUTURE ISSUANCE: (As shown in 1)  will be issued in exchange of services

22A) NRIpress.com, Inc:

 In 2007, NRIpress.com, Inc. was established under the State of California, USA to provide current NRI news worldwide. To minimizes working capital requirements, our very qualified entrepreneurs, web developers and IT Professional who are holding incentive shareholders of the company, are updating news and operation 24 x 7

22B) NRIinternet.com :For the past 17 years, NRIinternet.com  is running a non-stop operation of news under the umbrella of GTI.NRIinternet.com   became NRI community services news media

 22C) NRI Business Directory: (22 Websites Network))  NRIpress.com along with 22 website mega project (NRI accountants, NRI doctors) were also  established as joint venture with other vendor as shareholder of the Company. 

22D) NRIpress.Club : In 2014, NRIpress.com, Inc. has already brought unprecedented success of NRIpress.Club, SC, California and now expanding worldwide.

23  SPECIAL SERVICES:

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25) 
Due to security reasons, all web sites, data or other costumer data will be the property of NRIpress.com, Inc. That all the parties shall keep confidential the names, telephone numbers, telex/fax numbers. And all information regarding clients, relationship arising out of any correspondence being considered by the parties heret.

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26) 
Mr. xxxxxxxx shall be a shareholder of NRIpress.com, Inc. like other shareholders on the base of exchange services. If any reason, he is unable to perform duties, NRIpress.com, Inc. has the right to get services from third party but earned shares shall be provided to him in good faith. NRIpress.com, Inc. shall not responsible for any liability except providing earned shares

27) 
Our NRIpress.com including other websites have a great place to collect information – from transactions and payments to purchasing and browsing history, newsletter signups, online enquiries and customer requests. This data must be protected.   We took full responsibility in hosting area, security of passwords, data security  and news control in US office for the benefit of all shareholders  and network team.

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28) 
Mr. xxxxxx and other IT supporters  must have good communication to keep quality work in line such as news, photos, videos and interview on video to generate revenue with the directions of NRIpress.com, Inc. USA

A written agreement is one of the most important communication tools for both Parties. In California, there must be a written contract for all Projects

SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE COMPANY AND/OR ITS NOMINEE & to be approved by Company’s lawyer

………[Signature Page Follows]

 

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

THE COMPANY:                                                                 OPTIONEE:

NRIPRESS.COM INCORPORATED                

By:                                                                                                                                                     

(Signature)

Its:                                                                                                                                                     

xxxxxxx

xxxxxxxxx

India 140301

,