Exhibit No. 1
Form S-3
Headway Corporate Resources, Inc.
AFGL INTERNATIONAL, INC.
Options for the Purchase of 100,000
Shares of Common Stock
Par Value $0.01
STOCK OPTION AGREEMENT
THE HOLDER OF THE OPTIONS REPRESENTED BY THIS AGREEMENT (THE
"OPTIONS"), BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE
OPTIONS AND COMMON STOCK ISSUABLE UPON CONVERSION OF THE OPTIONS,
AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY
STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE ACT OR THE
LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS
COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM
REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.
This is to certify that, for value received, MICHAEL LIST
(the "Optionee") is entitled to purchase from AFGL INTERNATIONAL,
INC. (the "Company"), on the terms and conditions hereinafter set
forth, all or any part of 100,000 shares of the Company's common
stock, par value $0.01 (the "Common Stock"), at the Purchase
Price (as hereinafter defined), and on the terms hereinafter set
forth. This Agreement constitutes an "Award Agreement" as defined
in the 1993 Stock Incentive Plan of the Company ("Plan"), and is
intended to qualify as an incentive option under section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), to
the fullest extent permitted under section 422 of the Code. A
copy of the Plan will be made available to the Optionee on
request. Except as otherwise provided herein, the Options shall
be governed by the terms and conditions set forth in the Plan.
The Options are granted pursuant to an employment agreement (the
"Employment Agreement") between the Optionee, the Company, and
Headway Corporate Staffing Services, Inc., a wholly-owned
subsidiary of the Company ("CSS").
Upon exercise of the Options in whole or in part, a
certificate for the Common Stock so purchased shall be issued and
delivered to the Optionee, upon presentation and surrender to the
Company of the duly executed form of purchase attached hereto
accompanied by payment of the Purchase Price of each share
purchased either in cash or by certified or bank cashier's check
payable to the order of the Company. If less than the total
number of Options is exercised, a new Option of similar tenor
shall be issued for the unexercised portion of the Option. As
soon as practicable after
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any proper exercise of an Option, the Company shall, deliver to
the Optionee at the main office of the Company, or such other
place as shall be mutually acceptable, a certificate or
certificates representing the shares of Common Stock as to which
the Options have been exercised. The time of issuance and
delivery of the Common Stock may be postponed by the Company for
such period as may comply with any applicable listing
requirements of any national or regional securities exchange and
any law or regulation applicable to the issuance and delivery of
such shares.
The Options are granted subject to the following further
terms and conditions:
1. The Options shall vest, subject to continued employment
by the Company or CSS on the date of vesting, to the extent
required hereunder, and become exercisable as follows:
(a) With respect to 33,334 of the shares subject to
this option, at any time commencing on May 31, 1998,
and continuing until May 31, 2006 (the "1998 Options");
(b) With respect to 33,333 of the shares subject to
this option, at any time commencing on May 31, 1999 and
continuing until May 31, 2006 (the "1999 Options"); and
(c) With respect to 33,333 of the shares subject to
this option, at any time commencing on May 31, 2000,
and continuing until May 31, 2006 (the "2000 Options").
The initial price at which all shares covered by the Options may
be purchased shall be the market price as determined in
accordance with the Plan, subject to adjustment in accordance
with the following terms (the purchase price as so adjusted from
time to time is herein referred to as the "Purchase Price"). In
the event that at any time during the six-month period following
the date of this Agreement the closing bid price for the common
stock of the Company on any given day (an "Adjustment Day"), as
reported on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), a national stock exchange,
or, if the common stock is not reported on NASDAQ or on a
national stock exchange, as reported on the "OTC Bulletin Board"
operated by the National Association of Securities Dealers, Inc.,
is at least $0.50 lower than the Purchase Price in effect on that
date (such lower price being the "Adjustment Day Bid"), the
Optionee may, at its election, adjust the Purchase Price for
Options down to the Adjustment Day Bid. Such election shall be
made by written notice to the Company given not more than three
business days following the applicable Adjustment Date.
Adjustment of the Purchase Price under this paragraph may be made
by the Optionee on two occasions only during the six-month period
following the date of this Agreement; provided, that if the
initial Purchase Price on the date of this Agreement is $5.125,
but less than $6.125, the right of adjustment may be exercised
three times; and provided further, that if the initial Purchase
Price on the date of this Agreement is $6.125 or more, the right
of adjustment may be exercised that number of times equal to the
sum of: (i) the product of (x) the initial Purchase Price on the
date of this Agreement minus $5.125 rounded down to the nearest
whole number, and (y) two; plus (ii) three. Any notice required
pursuant to this paragraph shall be deemed given on: the date
hand-delivered to the offices of the Company, attention Barry
Roseman, 850 Third Avenue, 11th Floor, New York, New York 10022;
the date sent by facsimile transmission to the Company, attention
Barry Roseman, (212) 508-3540; or, the date deposited in the U.S.
Mail, first class postage pre-paid,
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addressed to the Company, attention Barry Roseman, at the address
set forth above for hand-delivery.
In the event the full-time employment of the Optionee by the
Company or CSS terminates, by reason of the death, disability,
termination by Optionee for "good cause" as defined in the
Employment Agreement, or by CSS other than for "cause" as defined
in the Employment Agreement, all Options shall vest and become
immediately exercisable in full, and the Options so vested shall
expire 180 days following the date on which the employment of the
Optionee is terminated. In the event the full time employment of
the Optionee by the Company or CSS terminates for any reason
other than those enumerated in the preceding sentence, no further
purchase rights shall vest after the date of termination, and the
purchase rights that are vested on the date of termination shall
expire 180 days following the date employment of the Optionee
terminates. In the event there is a Change in Control of the
Company (as defined in the Plan), the right to purchase all
shares of Common Stock evidenced by this option shall vest in
full on the date of the Change of Control, and the purchase
rights so vested shall expire 180 days following the date of the
Change in Control.
2. The Optionee acknowledges that the shares subject to
Options have not and may not be registered as of the date of
exercise of this option under the Act or the securities laws of
any state. The Optionee acknowledges that Options and the shares
issuable on exercise of the Options, when and if issued, may be
"restricted securities" as defined in Rule 144 promulgated by the
Securities and Exchange Commission and, in such case, must be
held indefinitely unless subsequently registered under the Act
and any other applicable state registration requirements. Except
as specifically provided herein, the Company is under no
obligation to register the securities under the Act or under
applicable state statutes. In the absence of such a registration
or an available exemption from registration, sale of the shares
may be practicably impossible. The Optionee shall confirm to the
Company the representations set forth above in connection with
the exercise of all or any portion of this option. The Company
shall use its best efforts to register the shares subject to
Options under the Securities Act of 1933 on Forms S-3 or S-8
(including the successor forms thereto), at the time the right to
purchase any such shares vests. As of the date hereof, the
Company has no reason to believe said registration forms will not
be available to the Company. In no event shall the Company be
required to register the shares subject to Options on any other
form now or hereafter adopted by the Securities and Exchange
Commission. Any obligation of the Company to register the shares
subject to Options shall be deferred so long as any investment
banking firm for the Company reasonably determines that
registering such shares could adversely affect any proposed
offering of the securities of the Company, which the Company
proposes to file within 180 days following the date on which any
shares are required to be registered hereunder.
3. The Company, during the term of this Agreement, will
use its best efforts to seek to obtain from the appropriate
regulatory agencies any requisite authorization in order to issue
and sell such number of shares of its Common Stock as shall be
sufficient to satisfy the requirements of the Agreement. The
inability of the Company to obtain from any such regulatory
agency having jurisdiction thereof the authorization deemed by
the Company's counsel to be necessary to the lawful issuance and
sale of any share of its stock hereunder shall relieve the
Company of any
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liability in respect of the non-issuance or sale of such stock as
to which such requisite authorization shall not have been
obtained. In the event that such stock cannot be issued, the
Company will renegotiate this Agreement in good faith with the
Optionee and shall provide Optionee with value comparable to that
of the unexerciseable options.
4. The number of shares of Common Stock purchasable upon
the exercise of Options and the Purchase Price per share shall be
appropriately adjusted to reflect any merger, consolidation,
reorganization, liquidation, dissolution, cash dividend on the
Common Stock representing 30% or more of the capital surplus of
the Company, or similar transaction. In furtherance of the
foregoing, and not in limitation thereof, if the outstanding
shares of Common Stock of the Company are increased, decreased,
changed into or exchanged for a different number or kind of
shares of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock
split, the Company or its successors and assigns shall make an
appropriate and proportionate adjustment in the number or kind of
shares, and the per-share option price thereof, which may be
issued to the Optionee under this Agreement upon exercise of the
Options granted under this Agreement. The purchase rights
represented by Options shall not be exercisable with respect to a
fraction of a share of Common Stock. Any fractional shares of
Common Stock arising from the dilution or other adjustment in the
number of shares subject to Options shall be eliminated from such
Options, the Optionee shall have no purchase rights with respect
to said fractional shares.
5. The Company covenants and agrees that all shares which
may be delivered upon the exercise of Options will, upon
delivery, be free from all taxes, liens, and charges with respect
to the purchase thereof.
6. The Company agrees at all times to reserve or hold
available a sufficient number of shares of Common Stock to cover
the number of shares issuable upon the exercise of this and all
other Options of like tenor then outstanding.
7. Options shall not entitle the holder hereof to any
voting rights or other rights as a shareholder of the Company, or
to any other rights whatsoever, except the rights herein
expressed, and no dividends shall be payable or accrue in respect
of this option or the interest represented hereby or the shares
purchasable hereunder until or unless, and except to the extent
that, this option shall be exercised. Furthermore,
notwithstanding the exercise of the Options, no right to vote or
receive dividends or any other rights as a stockholder shall
exist with respect to optioned shares until the Company issues
the stock certificate. Except as provided in paragraph 4, above,
no adjustment will be made for a dividend or other rights for
which the record date is prior to the date the stock certificate
is issued.
8. The holder of the Options , by acceptance hereof,
acknowledges and agrees that this option is not transferable by
the Optionee except by will or the laws of descent or
distribution; provided, that all of the Options that are not
incentive stock options, or any portion thereof, may be
transferred by the Optionee to a trust so long as the sole
beneficiaries of such trust are the Optionee, his spouse, or his
children, or any combination thereof. The Company may deem and
treat the
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registered owner of the Options as the absolute owner hereof for
all purposes and shall not be affected by any notice to the
contrary.
9. In the event that any provision of this Agreement
document is found to be invalid or otherwise unenforceable under
any applicable law, such invalidity or unenforceability shall not
be construed as rendering any other provisions contained herein
invalid or unenforceable, and all such other provisions shall be
given full force and effect to the same extent as though the
invalid or unenforceable provision were not contained herein.
10. This Agreement shall be governed by and construed in
accordance with the internal laws of the state of Nevada, without
regard to the principles of conflicts of law thereof.
11. Except as otherwise provided herein, this Agreement
shall be binding on and inure to the benefit of the Company and
the person to whom an Option is granted hereunder, and such
person's heirs, executors, administrators, legatees, personal
representatives, assignees, and transferees.
IN WITNESS WHEREOF, the Company has caused this option to be
executed by the signature of its duly authorized officer,
effective this 31st day of May, 1996.
AFGL INTERNATIONAL, INC.
By /s/ Gary S. Goldstein
Duly Authorized Officer
The undersigned Optionee hereby acknowledges receipt of a
copy of the foregoing Options and acknowledges and agrees to the
terms and conditions set forth in the option.
/s/ Michael List
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FORM OF PURCHASE
(to be signed only upon exercise of Option)
TO: AFGL INTERNATIONAL, INC.
The Optionee, holder of the attached option, hereby
irrevocable elects to exercise the purchase rights represented by
the option for, and to purchase thereunder, ____________________
shares of common stock of AFGL International, Inc., at a Purchase
Price of $______________________ per share, and herewith makes
payment therefor, and requests that the certificate(s) for such
shares be delivered to the Optionee at:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
[The Optionee represents that the common stock is being
acquired without a view to, or for, resale in connection with any
distribution thereof without registration or other compliance
under the Securities Act of 1933, as amended (the "Act"), and
applicable state statutes, and that the Optionee has no direct or
indirect participation in any such undertaking or in the
underwriting of such an undertaking. The Optionee understands
that the common stock has not been registered, but is being
acquired by reason of a specific exemption under the Act as well
as under certain state statutes for transactions by an issuer not
involving any public offering and that any disposition of the
common stock may, under certain circumstances, be inconsistent
with these exemptions. The Optionee acknowledges that the common
stock must be held and may not be sold, transferred, or otherwise
disposed of for value unless subsequently registered under the
Act or an exemption from such registration is available. Except
as specifically provided in the attached option, the Company is
under no obligation to register the common stock under the Act.
The certificates representing the common stock will bear a legend
restricting transfer, except in compliance with applicable
federal and state securities statutes.*]
The Optionee agrees and acknowledges that this purported
exercise of the option is conditioned on, and subject to, any
compliance with requirements of applicable federal and state
securities laws deemed necessary by the Company.
DATED this ____ day of_____________________, __________.
___________________________________
Signature
_______________________________
* Applicable if not then registered under the Securities Act
of 1933, as amended.
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July 19, 1996
AFGL International, Inc.
850 Third Avenue, 11th fl.
New York, NY. 10022
Att: Barry Roseman
Re: Notice Pursuant to Stock Option Agreement
Pursuant to Section 1 of Stock Option Agreement between AFGL
International, Inc., (the "Company") and me dated May 31, 1996.
I hereby exercise my right to adjust the Purchase Price of the
Options to the Adjustment Day Bid as of July 16, 1996, such
Adjustment Day Bid being $3.3125.
Please acknowledge your timely receipt of this Notice by signing
and returning the enclosed copy of this Notice to me.
Sincerely,
Michael List
Timely Receipt is Hereby Acknowledged.
AFGL International, Inc.
/s/
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HEADWAY CORPORATE RESOURCES, INC.
Options for the Purchase of 103,231
Shares of Common Stock
Par Value $0.0001
STOCK OPTION AGREEMENT
THE HOLDER OF THE OPTIONS REPRESENTED BY THIS AGREEMENT (THE
"OPTIONS"), BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE
OPTIONS AND COMMON STOCK ISSUABLE UPON CONVERSION OF THE OPTIONS,
AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY
STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE ACT OR THE
LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS
COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM
REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.
This is to certify that, for value received, Michael List,
23 Allen Road, Rockville Center, NY 10570 (the "Optionee") is
entitled to purchase from HEADWAY CORPORATE RESOURCES, INC. (the
"Company"), on the terms and conditions hereinafter set forth,
all or any part of 103,231 shares of the Company's common stock,
par value $0.0001 (the "Common Stock"), at the Purchase Price (as
hereinafter defined), and on the terms hereinafter set forth.
This Agreement constitutes an "Award Agreement" as defined in the
1993 Stock Incentive Plan of the Company ("Plan"), and is
intended to qualify as an incentive option under section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), to
the fullest extent permitted under section 422 of the Code. A
copy of the Plan will be made available to the Optionee on
request. Except as otherwise provided herein, the Options shall
be governed by the terms and conditions set forth in the Plan.
The Options are granted pursuant to an employment agreement (the
"Employment Agreement") between the Optionee, the Company, and
Headway Corporate Staffing Services, Inc., a wholly-owned
subsidiary of the Company ("CSS").
Upon exercise of the Options in whole or in part, a
certificate for the Common Stock so purchased shall be issued and
delivered to the Optionee, upon presentation and surrender to the
Company of the duly executed form of purchase attached hereto
accompanied by payment of the Purchase Price of each share
purchased either in cash or by certified or bank cashier's check
payable to the order of the Company. If less than the total
number of Options is exercised, a new Option of similar tenor
shall be issued for the unexercised portion of the Option. As
soon as practicable after any proper exercise of an Option, the
Company shall, deliver to the Optionee at the main office of the
Company, or such other place as shall be mutually acceptable, a
certificate or certificates representing the shares of Common
Stock as to which the Options have been exercised. The time
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of issuance and delivery of the Common Stock may be postponed by
the Company for such period as may comply with any applicable
listing requirements of any national or regional securities
exchange and any law or regulation applicable to the issuance and
delivery of such shares.
The Options are granted subject to the following further
terms and conditions:
1. The Options are fully vested and exercisable
immediately. The price at which all shares covered by the
Options may be purchased ("Purchase Price") is $3.94, subject to
adjustment as hereinafter provided.
The Options shall expire March 31, 2002; provided, that the
Options shall expire earlier on the date which is either 180 days
following the date on which the employment of the Optionee is
terminated for any reason or there is a Change in Control of the
Company (as defined in the Plan).
2. The Optionee acknowledges that the shares subject to
Options have not and may not be registered as of the date of
exercise of this option under the Act or the securities laws of
any state. The Optionee acknowledges that Options and the shares
issuable on exercise of the Options, when and if issued, may be
"restricted securities" as defined in Rule 144 promulgated by the
Securities and Exchange Commission and, in such case, must be
held indefinitely unless subsequently registered under the Act
and any other applicable state registration requirements. Except
as specifically provided herein, the Company is under no
obligation to register the securities under the Act or under
applicable state statutes. In the absence of such a registration
or an available exemption from registration, sale of the shares
may be practicably impossible. The Optionee shall confirm to the
Company the representations set forth above in connection with
the exercise of all or any portion of this option.
At the request of the holder of this option, the Company shall
use its best efforts to register the shares subject to Options
under the Securities Act of 1933 on Forms S-3 or S-8 (including
the successor forms thereto), at the time the right to purchase
any such shares vests. As of the date hereof, the Company has no
reason to believe said registration forms will not be available
to the Company. In no event shall the Company be required to
register the shares subject to Options on any other form now or
hereafter adopted by the Securities and Exchange Commission. Any
obligation of the Company to register the shares subject to
Options shall be deferred so long as any investment banking firm
for the Company reasonably determines that registering such
shares could adversely affect any proposed offering of the
securities of the Company, which the Company proposes to file
within 180 days following the date on which any shares are
required to be registered hereunder.
3. The Company, during the term of this Agreement, will
use its best efforts to seek to obtain from the appropriate
regulatory agencies any requisite authorization in order to issue
and sell such number of shares of its Common Stock as shall be
sufficient to satisfy the requirements of the Agreement. The
inability of the Company to obtain from any such regulatory
agency having jurisdiction thereof the authorization deemed by
the Company's counsel to be necessary to the lawful issuance and
sale of any share of its stock hereunder shall relieve the
Company of any liability in respect of the non-issuance or sale
of such stock as to which such requisite authorization
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shall not have been obtained. In the event that such stock
cannot be issued, the Company will renegotiate this Agreement in
good faith with the Optionee and shall provide Optionee with
value comparable to that of the unexercisable options.
4. The number of shares of Common Stock purchasable upon
the exercise of Options and the Purchase Price per share shall be
appropriately adjusted to reflect any merger, consolidation,
reorganization, liquidation, dissolution, cash dividend on the
Common Stock representing 30% or more of the capital surplus of
the Company, or similar transaction. In furtherance of the
foregoing, and not in limitation thereof, if the outstanding
shares of Common Stock of the Company are increased, decreased,
changed into or exchanged for a different number or kind of
shares of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock
split, the Company or its successors and assigns shall make an
appropriate and proportionate adjustment in the number or kind of
shares, and the per-share option price thereof, which may be
issued to the Optionee under this Agreement upon exercise of the
Options granted under this Agreement. The purchase rights
represented by Options shall not be exercisable with respect to a
fraction of a share of Common Stock. Any fractional shares of
Common Stock arising from the dilution or other adjustment in the
number of shares subject to Options shall be eliminated from such
Options, the Optionee shall have no purchase rights with respect
to said fractional shares.
5. The Company covenants and agrees that all shares which
may be delivered upon the exercise of Options will, upon
delivery, be free from all taxes, liens, and charges with respect
to the purchase thereof.
6. The Company agrees at all times to reserve or hold
available a sufficient number of shares of Common Stock to cover
the number of shares issuable upon the exercise of this and all
other Options of like tenor then outstanding.
7. Options shall not entitle the holder hereof to any
voting rights or other rights as a shareholder of the Company, or
to any other rights whatsoever, except the rights herein
expressed, and no dividends shall be payable or accrue in respect
of this option or the interest represented hereby or the shares
purchasable hereunder until or unless, and except to the extent
that, this option shall be exercised. Furthermore,
notwithstanding the exercise of the Options, no right to vote or
receive dividends or any other rights as a stockholder shall
exist with respect to optioned shares until the Company issues
the stock certificate. Except as provided in paragraph 4, above,
no adjustment will be made for a dividend or other rights for
which the record date is prior to the date the stock certificate
is issued.
8. The holder of the Options , by acceptance hereof,
acknowledges and agrees that this option is not transferable by
the Optionee except by will or the laws of descent or
distribution; provided, that all of the Options that are not
incentive stock options, or any portion thereof, may be
transferred by the Optionee to a trust so long as the sole
beneficiaries of such trust are the Optionee, his spouse, or his
children, or any combination thereof. The Company may deem and
treat the registered owner of the Options as the absolute owner
hereof for all purposes and shall not be affected by any notice
to the contrary.
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9. In the event that any provision of this Agreement
document is found to be invalid or otherwise unenforceable under
any applicable law, such invalidity or unenforceability shall not
be construed as rendering any other provisions contained herein
invalid or unenforceable, and all such other provisions shall be
given full force and effect to the same extent as though the
invalid or unenforceable provision were not contained herein.
10. This Agreement shall be governed by and construed in
accordance with the internal laws of the state of Delaware,
without regard to the principles of conflicts of law thereof.
11. Except as otherwise provided herein, this Agreement
shall be binding on and inure to the benefit of the Company and
the person to whom an Option is granted hereunder, and such
person's heirs, executors, administrators, legatees, personal
representatives, assignees, and transferees.
IN WITNESS WHEREOF, the Company has caused this option to be
executed by the signature of its duly authorized officer,
effective this 31st day of March, 1997.
HEADWAY CORPORATE RESOURCES, INC.
By /s/ Gary S. Goldstein
Duly Authorized Officer
The undersigned Optionee hereby acknowledges receipt of a
copy of the foregoing Options and acknowledges and agrees to the
terms and conditions set forth in the option.
/s/ Michael List
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FORM OF PURCHASE
(to be signed only upon exercise of Option)
TO: AFGL INTERNATIONAL, INC.
The Optionee, holder of the attached option, hereby
irrevocable elects to exercise the purchase rights represented by
the option for, and to purchase thereunder, ____________________
shares of common stock of AFGL International, Inc., at a Purchase
Price of $______________________ per share, and herewith makes
payment therefor, and requests that the certificate(s) for such
shares be delivered to the Optionee at:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
[The Optionee represents that the common stock is being
acquired without a view to, or for, resale in connection with any
distribution thereof without registration or other compliance
under the Securities Act of 1933, as amended (the "Act"), and
applicable state statutes, and that the Optionee has no direct or
indirect participation in any such undertaking or in the
underwriting of such an undertaking. The Optionee understands
that the common stock has not been registered, but is being
acquired by reason of a specific exemption under the Act as well
as under certain state statutes for transactions by an issuer not
involving any public offering and that any disposition of the
common stock may, under certain circumstances, be inconsistent
with these exemptions. The Optionee acknowledges that the common
stock must be held and may not be sold, transferred, or otherwise
disposed of for value unless subsequently registered under the
Act or an exemption from such registration is available. Except
as specifically provided in the attached option, the Company is
under no obligation to register the common stock under the Act.
The certificates representing the common stock will bear a legend
restricting transfer, except in compliance with applicable
federal and state securities statutes.*]
The Optionee agrees and acknowledges that this purported
exercise of the option is conditioned on, and subject to, any
compliance with requirements of applicable federal and state
securities laws deemed necessary by the Company.
DATED this ____ day of___________________, __________.
_________________________________
Signature
_______________________________
* Applicable if not then registered under the Securities Act
of 1933, as amended.
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